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, 1994
___ 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 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. X
---
The aggregate market value of the voting stock held by non-affiliates
of the registrant was $381,504,617 based on the closing price of such stock
as of March 24, 1995.
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 24, 1995
-------------------------- --------------
Common Stock, $5 par value 11,136,987
DOCUMENTS INCORPORATED BY REFERENCE
(1) Annual Report to Shareholders for the Year Ended December 31, 1994
(Parts I & II)
(2) Proxy Statement for Annual Meeting of Shareholders to be held May 16, 1995
(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 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, 1994 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.
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, 1994 and 1993.
23.2 Consent of Independent Auditors with respect to Form 11-K 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 28, 1995 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 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)(14)
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 Form of Revised Change-In-Control Agreements with four Executive
Officers (1989 Form 10-K, Exhibit 10.13(a))(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)
10.13 Cullen/Frost Bankers, Inc. Supplemental Executive Retirement Plan
10.14 Form of Revised Change-In-Control Agreements with one Executive
Officer
11 Statement re: computation of earnings per share
13 The Cullen/Frost 1994 Annual Report to Shareholders for the
Year Ended December 31, 1994, (furnished for the information of the
Commission and not deemed to be "filed" except for the portion
expressly incorporated by reference)
11
<PAGE>
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, 1994 and 1993 (filed pursuant to Rule 15d-21 of the
Securities and Exchange Act of 1934)
19.2 Annual Report on Form 11-K for the Year Ended December 31, 1994,
for the 401(k) Stock Purchase Plan (filed pursuant to Rule 15d-21
of the Securities and Exchange Act of 1934)(15)
21 Subsidiaries of Cullen/Frost
23.1 Consent of Independent Auditors
23.2 Consent of Independent Auditors with respect to Form 11-K for
the 1991 Thrift
Incentive Stock Purchase Plan.
24 Power of Attorney
* 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, 1994.
______________________
(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 August 26, 1993
(File No. 0-7275)
(15) To be filed as an amendment.
12
<PAGE>
EXHIBIT INDEX TO FORM 10-K/A
Exhibit
Number Description of Exhibits
- ------------------------------------------
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,
1994 and 1993 (filed pursuant to Rule 15d-21 of the Securities and
Exchange Act of 1934)
23.2 Consent of Independent Auditors with respect to Form 11-K for the
1991 Thrift Incentive Stock Purchase Plan.
EXHIBIT 19.1
The Financial Statements for the 1991 Thrift Incentive Stock
Purchase Plan for Employees of Cullen/Frost Bankers, Inc.
<PAGE>
1991 Thrift Incentive Stock
Purchase Plan for Employees
of Cullen/Frost Bankers, Inc.
Financial Statements
Years Ended December 31, 1994 and 1993
with Report of Independent Auditors
<PAGE>
1991 Thrift Incentive Stock Purchase Plan
for Employees of Cullen/Frost Bankers, Inc.
Financial Statements
Years Ended December 31, 1994 and 1993
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, 1994 and 1993, 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, 1994 and 1993, and the changes in its net
assets available for benefits for the years then ended, in
conformity with generally accepted accounting principles.
April 26, 1995 /s/ Ernst & Young LLP
1
<PAGE>
1991 Thrift Incentive Stock Purchase Plan
for Employees of Cullen/Frost Bankers, Inc.
Statements of Net Assets Available for Benefits
December 31
1994 1993
---------------------
Assets $ - $ -
Liabilities - -
---------------------
Net assets available for benefits $ - $ -
=====================
See accompanying notes.
2
<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
1994 1993
------------------------
Additions:
Employer contributions $ 571,987 $ 584,981
Employee contributions 36,429 41,438
Dividend income 5,712 2,242
Interest income 408 123
Loss on sale of investments (181) (31)
(Depreciation) appreciation in fair value of
investments (68,777) 10,114
------------------------
Total additions 545,578 638,867
Deductions:
Benefit payments 545,578 638,867
------------------------
Total deductions 545,578 638,867
Net assets available for benefits at beginning of year - -
------------------------
Net assets available for benefits at end of year $ - $ -
========================
See accompanying notes.
3
<PAGE>
1991 Thrift Incentive Stock Purchase Plan
for Employees of Cullen/Frost Bankers, Inc.
Notes to Financial Statements
December 31, 1994 and 1993
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/Frost Bank of Dallas
(through April 14, 1994) 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 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 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.
4
<PAGE>
1991 Thrift Incentive Stock Purchase Plan
for Employees of Cullen/Frost Bankers, Inc.
Notes to Financial Statements (continued)
December 31, 1994 and 1993
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 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 1994 and
1993, all such expenses were paid by the Company.
4. Income Tax Status
The Plan is not subject to federal income taxes.
5
EXHIBIT 23.2
Consent of Independent Auditors with respect to Form 11-K
for the 1991 Thrift Incentive Stock Purchase Plan.
<PAGE>
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 26, 1995,
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, 1994.
ERNST & YOUNG LLP
San Antonio, Texas
April 26, 1995
