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 [Fee Required]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
___ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
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
--------------------------
(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 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 $384,304,372 based on the closing price of such stock
as of March 25, 1994.
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 25, 1994
-------------------------- --------------
Common Stock, $5 par value 11,031,723
DOCUMENTS INCORPORATED BY REFERENCE
(1) Annual Report to Shareholders for the Year Ended December 31, 1993
(Parts I & II)
(2) Proxy Statement for Annual Meeting of Shareholders to be held May 17,1994
(Part III)
<PAGE>
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 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, 1993 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 99 to this Annual Report on Form 10-K.
2. Exhibits -- The following additional exhibits are filed herewith as part of
this Amendment No. 1 to the registrant's Annual Report on Form 10-K.
99 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, 1993 and 1992.
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 29, 1994 By: /s/ Phillip D. Green
---------------------
Phillip D. Green
Executive Vice President
and Treasurer
(Duly Authorized Officer and
Principal Accounting Officer)
<PAGE>
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
-------
2.1 Purchase and Assumption Agreement dated as of February 13, 1993
among the FDIC - receiver of New First City, Texas - Austin, N.A.,
the FDIC and Frost Bank. (1993 Form 8-K, Exhibit 2.1)(14)
2.2 Purchase and Assumption Agreement dated as of February 13, 1993
among the FDIC - receiver of New First City, Texas - San Antonio,
N.A., the FDIC and Frost Bank. (1993 Form 8-K, Exhibit 2.2)(14)
2.3 Agreement and Plan of Merger among Texas Commerce Bancshares,
Inc., Texas Commerce Equity Holdings, Inc., Texas Commerce Bank,
N.A., Texas Commerce Bank - Corpus Christi, N.A., Cullen/Frost
Bankers, Inc., The New Galveston Company, The Frost National Bank of
San Antonio and Cullen/Frost Bank of Dallas, N.A. dated August
26, 1993. (1993 Form 8-K, Exhibit 10)(15)
3.1 Restated Articles of Incorporation, as amended (1988 Form S-8,
Exhibit 4(a))(4)
3.2 Amended By-Laws of Cullen/Frost Bankers, Inc.
4.1 Guaranty, dated April 27, 1981, by Cullen/Frost Bankers, Inc. to
Colonial/Citizens Associates (1985 Form S-8, Exhibit 4(e))(2)
4.2 Shareholder Protection Rights Agreement dated as of July 25, 1989
between Cullen/Frost Bankers, Inc. and The Bank of New York, as
Rights Agent (1989 Form 8-K, Exhibit 1)(6)
10.1 1983 Non-qualified Stock Option Plan, as amended (1989 Form S-8,
Exhibit 4(g))(7)
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)
(5)*
10.3 Pension Benefit Contract (1984 Form 10-K, Exhibit 10.8)(1)*
10.4 Contract of Sale, dated June 9, 1987, between The Frost National
Bank of San Antonio and Tower Investors, Ltd. for the sale of the
Frost Bank Tower (1987 Form 10-K, Exhibit 10.10)(3)
10.5 Master Lease, dated June 9, 1987, between The Frost National Bank
of San Antonio and Tower Investments, Ltd. for the lease of the
Frost Bank Tower (1987 Form 10-K, Exhibit 10.11)(3)
10.6 Agreement dated September 30, 1988, among Electronic Data Systems
Corporation, The Frost National Bank of San Antonio and Cullen/Frost
Bankers, Inc. for the sale of rights to revenues of data processing
services (1988 Form 10-K, Exhibit 10.12)(5)
10.7(a) Form of Revised Change-In-Control Agreements with six Executive
Officers (1989 Form 10-K, Exhibit 10.13(a))(9)*
10.7(b) Form of Revised Change-in-Control Agreement with one Executive
Officer (1989 Form 10-K, Exhibit 10.13(b))(9)*
10.8 1988 Non-qualified Stock Option Plan (1989 Form S-8, Exhibit
4(g))(8)
10.9 The 401(k) Stock Purchase Plan for employees of Cullen/Frost
Bankers, Inc. and its Affiliates (1990 Form S-8, Exhibit 4(g))(10)*
10.10 1991 Thrift Incentive Stock Purchase Plan for Employees of
Cullen/Frost Bankers, Inc. and its Affiliates (1991 Form S-8,
Exhibit 4(g))(11)*
10.11 Cullen/Frost Bankers, Inc. Restricted Stock Plan (1992 Form S-8,
Exhibit 4(d))(12)*
10.12 Cullen/Frost Bankers, Inc. 1992 Stock Plan (1992 Form S-8,
Exhibit 4(d))(13)
11 Statement re: computation of earnings per share
11
<PAGE>
13 The Cullen/Frost 1993 Annual Report to Shareholders for the Year
Ended December 31, 1993, (furnished for the information of the
Commission and not deemed to be "filed" except for the portion
expressly incorporated by reference)
21 Subsidiaries of Cullen/Frost
23.1 Consent of Independent Auditors
23.2 Consent of Independent Auditors with respect to Form 11-K
24 Power of Attorney
99 Annual Report on Form 11-K for the Year Ended December 31, 1993,
for the 1991 Thrift Incentive Stock Purchase Plan (filed pursuant
to rule 15d-21 of the Securities Exchange Act of 1934)
* 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 -- During the quarter ended December 31, 1993, a
Report on Form 8-K dated October 27, 1993, was filed in respect of the
Cullen/Frost Bankers, Inc. press release dated October 26, 1993 announcing
Registrant's declaration of a cash dividend.
___________________
(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,
1984 (File No. 0-7275)
(2) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Report on Form S-8 filed December 18, 1985
(File No. 33-2271)
(3) Incorporated herein by reference to the designated Exhibits to the
Cullen/Frost Annual Report on Form 10-K for the Year Ended December 31,
1987 (File No. 0-7275)
(4) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Report on Form S-8 filed June 24, 1988
(File No. 33-22758)
(5) 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)
(6) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Current Report on Form 8-K dated July 25, 1989
(File No. 0-7275)
(7) 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)
(8) 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)
(9) 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)
(10) 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)
(11) 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)
(12) 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)
(13) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Report on Form S-8 filed October 23, 1992
(File No. 33-53622)
(14) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Current Report on Form 8-K dated February 13, 1993
(File No. 0-7275)
(15) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Current Report on Form 8-K dated August 26, 1993
(File No. 0-7275)
<PAGE>
EXHIBIT INDEX TO FORM 10-K/A
Exhibit
Number Description of Exhibits
- - ------------------------------------------
23.2 Consent of Independent Auditors with respect to Form 11-K
99 Annual Report on Form 11-K for the Year Ended December 31, 1993, for
the 1991 Thrift Incentive Stock Purchase Plan (filed pursuant to Rule
15d-21 of the Securities Exchange Act of 1934)
THE FINANCIAL STATEMENTS AND EXHIBITS FOR THE
1991 THRIFT INCENTIVE STOCK PURCHASE PLAN
OF CULLEN/FROST BANKERS, INC.
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
<PAGE>
1991 THRIFT INCENTIVE STOCK PURCHASE PLAN
FOR EMPLOYEES OF CULLEN/FROST BANKERS, INC.
FINANCIAL STATEMENTS
Years Ended December 31, 1993 and 1992
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
<PAGE>
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, 1993 and 1992, and the related statements of
changes in net assets available for benefits for the years then ended. These
financial statements are the responsiblity 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, 1993 and 1992, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
April 27, 1994 /s/ Ernst & Young
<PAGE>
1991 Thrift Incentive Stock Purchase Plan
for Employees of Cullen/Frost Bankers, Inc.
Statements of Net Assets Available for Benefits
December 31
1993 1992
--------------------------
Assets $ --- $ ---
Liabilities --- ---
--------------------------
Net assets available for benefits $ --- $ ---
===========================
See accompanying notes.
<PAGE>
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
1993 1992
--------------------------
Additions:
Employer contributions $ 584,981 $ 584,764
Employee contributions 41,438 36,774
Dividend income 2,242 ---
Interest income 123 139
(Loss) gain on sale of investments (31) 248
Appreciation in fair value of investments 10,114 158,433
--------------------------
Total additions 638,867 780,358
Deductions:
Benefit payments 638,867 780,358
---------------------------
Total deductions 638,867 780,358
Net assets available for benefits at
beginning of year --- ---
--------------------------
Net assets available for benefits at
end of year $ --- $ ---
==========================
See accompanying notes.
<PAGE>
1991 Thrift Incentive Stock Purchase Plan
for Employees of Cullen/Frost Bankers, Inc.
Notes to Financial Statements
December 31, 1993 and 1992
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; Cullen Center Bank and Trust (which was
merged into Frost National Bank effective November 5, 1993); Cullen/Frost
Bank of Dallas, N.A.; 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.
2. Description of the Plan
The Plan, amended and restated on January 1, 1991, is a non-qualified contrib-
utory 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 difference between:
- six percent of the participant's compensation for the respective plan
year,
- the total before and after tax contributions allocated under the 401(k)
Plan, and
- the amount by which the participant's contributions to the 401(k) Plan
have been limited by IRS regulations.
<PAGE>
1991 Thrift Incentive Stock Purchase Plan
for Employees of Cullen/Frost Bankers, Inc.
Notes to Financial Statements (continued)
December 31, 1993 and 1992
2. Description of the Plan (continued)
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, both from the
participants and the Company, are invested in common stock of CFBI.
All assets of the Plan are distributed on an annual basis at 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 1993 and 1992, all such expenses were paid by
the Company.
4. Income Tax Status
The Plan is not subject to federal income taxes.
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, and the Registration
Statement (Form S-8 No. 33-53622) pertaining to the Cullen/Frost Bankers,
Inc. 1992 Stock Plan, of our report dated April 27, 1994, 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 11-K) for the year ended December 31, 1993.
/s/ ERNST & YOUNG
San Antonio, Texas
April 27, 1994
