-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K5zmXtgIWuUzmpPAlAhrN+h5JMRsJqRqCESHkjVUY0uJ+sgCUf76UC7TDlxp8H0L 5ltdpBjBpxBU+Cl6vvMsCA== 0000039263-98-000006.txt : 19980504 0000039263-98-000006.hdr.sgml : 19980504 ACCESSION NUMBER: 0000039263-98-000006 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980430 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CULLEN FROST BANKERS INC CENTRAL INDEX KEY: 0000039263 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 741751768 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-13221 FILM NUMBER: 98606695 BUSINESS ADDRESS: STREET 1: 100 W HOUSTON ST STREET 2: P O BOX 1600 CITY: SAN ANTONIO STATE: TX ZIP: 78205 BUSINESS PHONE: 2102204841 FORMER COMPANY: FORMER CONFORMED NAME: FROST BANK CORP DATE OF NAME CHANGE: 19770823 10-K/A 1 AMENDED FORM 10-K TO INCLUDE 19.1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 10-K/A X ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 ___ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ to _______ Commission File Number 0-7275 CULLEN/FROST BANKERS, INC. (Exact name of registrant as specified in its charter) Texas 74-1751768 - ------------------------------- ----------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 W. Houston Street San Antonio, Texas 78205 - ------------------------------- ------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (210) 220-4011 Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: Common Stock, $5 Par Value (with attached rights) -------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- ---- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. --- The aggregate market value of the voting stock held by non-affiliates of the registrant was $1,251,133,604 based on the closing price of such stock as of March 26, 1998. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Outstanding at Class March 26, 1998 -------------------------- -------------- Common Stock, $5 par value 22,259,489 DOCUMENTS INCORPORATED BY REFERENCE (1) Proxy Statement for Annual Meeting of Shareholders to be held May 27, 1998 (Part III) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT TO APPLICATION OR REPORT FILED PURSUANT TO SECTION 12,13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 CULLEN/FROST BANKERS, INC. (Exact name of registrant as specified in its charter) AMENDMENT NO. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the fiscal year ended December 31, 1997 as set forth in the pages attached hereto: Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 1. Financial Statements--Reference is made to Part II, Item 8 of this Annual Report on Form 10-K. In addition, pursuant to Rule 15d-21 under the Securities Exchange Act of 1934 the financial statements and supplemental schedules required by Form 11-K with respect to the 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. are filed herewith as Exhibit 19.1 to this Annual Report on Form 10-K/A. 2. Exhibits--The following additional exhibits are filed herewith as a part of this Amendment No. 1 to the registrant's Annual Report on Form 10-K. 19.1 The financial statements and exhibits required by Form 11-K with respect to the 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. for the fiscal years ended December 31, 1997 and 1996. 23.1 Consent of Independent Auditors with respect to Form 10-K/A for the 1991 Thrift Incentive Stock Purchase Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Cullen/Frost Bankers, Inc. -------------------------- (Registrant) Date: April 30, 1998 By:/s/Phillip D. Green ----------------------- Phillip D. Green Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Accounting Officer) PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K - -------------------------------------------------------------------------- (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. Financial Statements -- Reference is made to Part II, Item 8, of this Annual Report on Form 10-K. 2. The Financial Statement Schedules are omitted, as the required information is not applicable. 3. Exhibits -- The following exhibits are filed as a part of this Annual Report on Form 10-K: Exhibit Number ------- 3.1 Articles of Incorporation of Cullen/Frost Bankers, Inc. as amended through 1997 (12) 3.2 Amended By-Laws of Cullen/Frost Bankers, Inc. (1995 Form 10-K/A, Exhibit 3.2)(9) 4.1 Shareholder Protection Rights Agreement dated as of August 1, 1996 between Cullen/Frost Bankers, Inc. and The Frost National Bank, as Rights Agent (1996) Form 8-A12G/A, Exhibit 1)(10) 10.1 1983 Non-qualified Stock Option Plan, as amended (1989 Form S-8, Exhibit 4(g))(2) 10.2 Restoration of Retirement Income Plan for Participants in the Retirement Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates (as amended and restated) (1988 Form 10-K, Exhibit 10.4)(1)* 10.3 Form of Revised Change-In-Control Agreements with four Executive Officers (1989 Form 10-K, Exhibit 10.13(a))(4)* 10.4 1988 Non-qualified Stock Option Plan (1989 Form S-8, Exhibit 4(g))(3) 10.5 The 401(k) Stock Purchase Plan for employees of Cullen/Frost Bankers, Inc. and its Affiliates (1990 Form S-8, Exhibit 4(g))(5)* 10.6 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates (1991 Form S-8, Exhibit 4(g))(6)* 10.7 Cullen/Frost Bankers, Inc. Restricted Stock Plan (1992 Form S-8, Exhibit 4(d))(7)* 10.8 Cullen/Frost Bankers, Inc. Supplemental Executive Retirement Plan (1994 Form 10-K, Exhibit 10.13)(8) 10.9 Form of Revised Change-In-Control Agreements with one Executive Officer (1994 Form 10-K, Exhibit 10.14)(8) 10.10 Retirement agreement with one Executive Officer (1996 Form 10-K, Exhibit 10.13)(11) 10.11 Cullen/Frost Bankers, Inc. 1997 Directors Stock Plan (12) 10.12 Cullen/Frost Bankers, Inc. 1992 Stock Plan, as amended (12) 11 Statement re: computation of earnings per share (12) 11.1 Statement re: SFAS 128 restated quarterly computation of earning per share for years 1997 and 1996 (12) 19.1 Annual Report on Form 11-K for the Year Ended December 31, 1997, for the 1991 Thrift Incentive Stock Purchase Plan (filed pursuant to Rule 15d-21 of the Securities and Exchange Act of 1934)(13) 19.2 Annual Report on Form 11-K for the Year Ended December 31, 1997, for the 401(k) Stock Purchase Plan (filed pursuant to Rule 15d-21 of the Securities and Exchange Act of 1934)(14) 21 Subsidiaries of Cullen/Frost 23 Consent of Independent Auditors 23.1 Consent of Independent Auditors with respect to Form 10-K/A for the 1991 Thrift Incentive Stock Plan (13) 24 Power of Attorney 27 Financial Data Schedule * Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K. (b) Reports on Form 8-K -- No such reports were filed during the quarter ended December 31, 1997. ______________________ (1) Incorporated herein by reference to the designated Exhibits to the Cullen/Frost Annual Report on Form 10-K for the Year Ended December 31, 1988 (File No. 0-7275) (2) Incorporated herein by reference to the designated Exhibits to Cullen/Frost's Report on Form S-8 filed September 5, 1989 (File No. 33-30776) (3) Incorporated herein by reference to the designated Exhibits to Cullen/Frost's Report on Form S-8 filed September 5, 1989 (File No. 33-30777) (4) Incorporated herein by reference to the designated Exhibits to the Cullen/Frost Annual Report on Form 10-K for the Year Ended December 31, 1989 (File No. 0-7275) (5) Incorporated herein by reference to the designated Exhibits to Cullen/Frost's Report on Form S-8 filed October 31, 1990 (File No. 33-37500) (6) Incorporated herein by reference to the designated Exhibits to Cullen/Frost's Report on Form S-8 filed March 18, 1991 (File No. 33-39478) (7) Incorporated herein by reference to the designated Exhibits to Cullen/Frost's Report on Form S-8 filed October 20, 1992 (File No. 33-53492) (8) Incorporated herein by reference to the designated Exhibits to Cullen/Frost's Annual Report on Form 10-K for the Year Ended December 31, 1994 (File No. 0-7275) (9) Incorporated herein by reference to the designated Exhibits to Cullen/Frost's Annual Report on Form 10-K/A for the Year Ended December 31, 1995 (File No. 0-7275) (10) Incorporated herein by reference to the designated Exhibits to Cullen/Frost's Current Report on Form 8-A12G/A dated August 1, 1996 (File No. 0-7275) (11) Incorporated herein by reference to the designated Exhibits to Cullen/Frost's Annual Report on Form 10-K for the Year Ended December 31, 1996 (File No. 0-7275) (12) Incorporated herein by reference to the designated Exhibits to Cullen/Frost's Annual Report on Form 10-K for the Year Ended December 31, 1997 (File No. 0-7275) (13) Filed herewith. (14) To be filed as amendment No. 2. EXHIBIT INDEX TO FORM 10-K/A Exhibit Number Description of Exhibits - ------------------------------------------ 19.1 The financial statements and exhibits required by Form 10-K/A with respect to the 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. for the fiscal years ended December 31, 1997 and 1996 (filed pursuant to Rule 15d-21 of the Securities and Exchange Act of 1934) 23.1 Consent of Independent Auditors with respect to Form 10-K/A for the 1991 Thrift Incentive Stock Purchase Plan. EX-19.1 2 1991 THRIFT INCENTIVE STOCK PLAN EXHIBIT 19.1 The Financial Statements for the 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. Financial Statements Years Ended December 31, 1997 and 1996 with Report of Independent Auditors 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. Financial Statements Years Ended December 31, 1997 and 1996 Contents Report of Independent Auditors 1 Financial Statements Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4 Report of Independent Auditors Compensation and Benefits Committee of Cullen/Frost Bankers, Inc. We have audited the accompanying statements of net assets available for benefits of the 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. as of December 31, 1997 and 1996, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. at December 31, 1997 and 1996, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. April 20, 1998 1 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. Statements of Net Assets Available for Benefits December 31 1997 1996 ---------------- Assets $ - $ - Liabilities - - ---------------- Net assets available for benefits $ - $ - See accompanying notes. 2 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. Statements of Changes in Net Assets Available for Benefits Year Ended December 31 1997 1996 ------------------------ Additions: Employer contributions $ 745,341 $ 687,537 Employee contributions 36,317 29,946 Dividend income 9,390 11,234 Interest income 645 664 Gain on sale of investments 815 388 Appreciation in fair value of investments 326,766 126,648 ----------------------- Total additions 1,119,274 856,417 Deductions: Benefit payments 1,119,274 856,417 Total deductions 1,119,274 856,417 Net assets available for benefits at beginning of year - - ---------------------- Net assets available for benefits at end of year $ - $ - See accompanying notes. 3 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. Notes to Financial Statements December 31, 1997 and 1996 1. Significant Accounting Policies The financial statements of the 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. (the Plan) are presented on the accrual basis of accounting. Participating entities include: Cullen/Frost Bankers, Inc. (CFBI); Frost National Bank; and United States National Bank, all of which are referred to herein as "the Company." The cost of a specific security sold is used to compute gains and losses on the sale of investments. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 2. Description of the Plan The Plan, amended and restated on January 1, 1991, is a nonqualified contributory plan. In addition to the Plan, the Company maintains the 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates (the 401(k) Plan). The Plan covers substantially all eligible employees who have been determined to be highly compensated employees with respect to the plan year under the provisions of the 401(k) Plan regarding discretionary matching contributions, and who have been designated by the Plan's administrative committee as eligible for participation. The Plan was adopted to offer to eligible employees whose participation in the 401(k) Plan is limited an alternative means of receiving comparable benefits. For each plan year, each active participant is eligible to contribute an amount not to exceed the total of: i) the amount by which the active participant's 401(k) Plan contributions have been limited by IRS regulations not to exceed the difference between 4 a) six percent of the participant's compensation for the respective plan year, and 5 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. Notes to Financial Statements (continued) December 31, 1997 and 1996 2. Description of the Plan (continued) b) the total before- and after-tax contributions allocated under the 401(k) Plan, and ii) the amount by which the participant's contributions to the 401(k) Plan have been limited by IRS regulations. For each plan year, the Company makes contributions equal to 100% of the participants' before- and after-tax contributions to the Plan and the 401(k) Plan, up to six percent of the participants' compensation for the respective plan year. Participants are immediately vested 100% in their accounts which are distributed to them as of the date the distribution is made. With respect to each plan year, all contributions under the Plan, from both the participants and the Company, are invested in common stock of CFBI. All assets of the Plan are distributed on an annual basis by the end of each plan year. Participants receive stock certificates for their allocated portion of CFBI common stock (in whole shares), and cash for fractional shares. 3. Transactions With Parties-in-Interest The Company may pay for certain or all expenses incurred in administering the provisions of the Plan. During 1997 and 1996, all such expenses were paid by the Company. 4. Income Tax Status The Plan is not subject to federal income taxes. 6 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. Notes to Financial Statements (continued) December 31, 1997 and 1996 5. Impact of Year 2000 (Unaudited) The Year 2000 issue is the result of computer programs having been written using two digits rather than four to define the applicable year. Any of the Plan's computer programs, including programs from outside vendors, that have time-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruptions of operations including, among other things, a temporary inability to process transactions. Management of Frost National Bank, trustee, has completed an assessment and will work with its third-party vendor to modify or replace portions of its software so that its computer systems will function properly with respect to dates in the year 2000 and thereafter. Costs of Year 2000 compliance are borne by Frost National Bank and not the Plan. 7 EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 Consent of Independent Auditors with respect to Form 11-K for the 1991 Thrift Incentive Stock Purchase Plan. Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-30776) pertaining to the Cullen/Frost Bankers, Inc. 1983 Nonqualified Stock Option Plan, the Registration Statement (Form S-8 No. 33- 30777) pertaining to the Cullen/Frost Bankers, Inc. 1988 Nonqualified Stock Option Plan, the Registration Statement (Form S-8 No. 33-37500) pertaining to the 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates, the Registration Statement (Form S-8 No. 33-39478) pertaining to the 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates, the Registration Statement (Form S-8 No. 33- 53492) pertaining to the Cullen/Frost Bankers, Inc. Restricted Stock Plan, the Registration Statement (Form S-8 No. 33-53622) pertaining to the Cullen/Frost Bankers, Inc. 1992 Stock Plan, the Registration Statement (Form S-4 No. 333- 23225 and Form S-4 No. 333-23225-01) pertaining to the registration and exchange of $100,000,000 in capital securities, Series A, and the Registration Statement (Form S-4 No. 333-49317) pertaining to the registration of up to 4,400,000 shares of its common stock, of our report dated April 20, 1998 with respect to the financial statements of the 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. included in this Annual Report (Form 10-K/A) for the year ended December 31, 1997. ERNST & YOUNG LLP San Antonio, Texas April 30, 1998 -----END PRIVACY-ENHANCED MESSAGE-----