SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Cullen/Frost Bankers, Inc.
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(Exact name of registrant as specified in its charter)
Texas 74-1751768
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
100 West Houston
San Antonio, Texas 78205
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1: Description of Registrant's Securities to be Registered
On July 25, 1989, the Board of Directors of Cullen/Frost Bankers, Inc., a
Texas corporation (the "Company"), declared a dividend of one preferred share
purchase right (a "Right") for each share of common stock, par value $5.00 per
share ("Common Stock"), of the Company held of record at the close of business
on August 1, 1989 (the "Record Date"), or issued thereafter and prior to the
Separation Time (as defined in the Original Rights Agreement described below).
The Rights were issued pursuant to a Rights Agreement, dated as of July 25,
1989, between the Company and The Bank of New York, as rights agent (the
"Original Rights Agreement"). On July 30, 1996, the Company amended and
restated the Original Rights Agreement in its entirety (the "Restated Rights
Agreement") and appointed The Frost National Bank to replace The Bank of New
York, as Rights Agent. The terms of the Rights, as so amended, are summarized
herein.
Each Right entitles its registered holder to purchase from the Company,
after the Separation Time, one one-hundredth of a share of Junior
Participating Preferred Stock, par value $5.00 per share (the "Preferred
Stock"), for $100 (the "Exercise Price"), subject to adjustment. The Rights
will be evidenced by the Common Stock certificates until the close of business
on the earlier of the date (either, the "Separation Time") which is (i) the
tenth business day (or such later date as the Board of Directors of the
Company may from time to time fix by resolution adopted prior to the
Separation Time that would otherwise have occurred) after the date on which
any Person (as defined in the Restated Rights Agreement) commences a tender or
exchange offer which, if consummated, would result in such Person's becoming
an Acquiring Person, as defined below, or (ii) the tenth business day (or such
earlier or later date as the Board of Directors of the Company may from time
to time fix by resolution adopted prior to the Flip-in Date (as defined below)
that would otherwise have occurred) after the first date of public
announcement by the Company that such Person has become an Acquiring Person
(the "Flip-in Date"); provided that if a tender or exchange offer referred to
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in clause (i) is cancelled, terminated or otherwise withdrawn prior to the
Separation Time without the purchase of any shares of stock pursuant thereto,
such offer shall be deemed never to have been made. An Acquiring Person is
any Person who is the Beneficial Owner (as defined in the Restated Rights
Agreement) of 10% or more of the outstanding shares of Common Stock, provided,
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however, such term shall not include (i) the Company, any wholly-owned
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subsidiary of the Company or any employee stock ownership or other employee
benefit plan of the Company, (ii) any person who is the Beneficial Owner of
10% or more of the outstanding Common Stock as of the date of the Restated
Rights Agreement or who shall become the Beneficial Owner of 10% or more of
the outstanding Common Stock solely as a result of an acquisition of Common
Stock by the Company, until such time as such Person acquires additional
Common Stock, other than through a dividend or stock split, (iii) any Person
who becomes an Acquiring Person without any plan or intent to seek or affect
control of the Company if such Person promptly divests sufficient securities
such that such 10% or greater Beneficial Ownership ceases or (iv) any Person
who Beneficially Owns shares of Common Stock consisting solely of (A) shares
acquired pursuant to the grant or exercise of an option granted by the Company
in connection with an agreement to merge with, or acquire, the Company prior
to a Flip-in Date, (B) shares owned by such Person and its Affiliates and
Associates at the time of such grant, (C) shares, amounting to less than 1% of
the outstanding Common Stock, acquired by Affiliates and Associates of such
Person after the time of such grant or (D) shares which are held by such
Person in trust accounts, managed accounts and the like or otherwise held in a
fiduciary capacity, that are beneficially owned by third persons who are not
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Affiliates or Associates of such Person or acting together with such Person to
hold shares, or which are held by such Person in respect of a debt previously
contracted. The Restated Rights Agreement provides that, until the Separation
Time, the Rights will be transferred with and only with the Common Stock.
Common Stock certificates issued prior to the Separation Time shall evidence
one Right for each share of Common Stock represented thereby and shall contain
a legend incorporating by reference the terms of the Restated Rights Agreement
(as such may be amended from time to time). Notwithstanding the absence of
the aforementioned legend, certificates evidencing shares of Common Stock
outstanding on or prior to the Record Date or which bear an earlier form of
legend shall also evidence one Right for each share of Common Stock evidenced
thereby. Promptly following the Separation Time, separate certificates
evidencing the Rights ("Rights Certificates") will be mailed to holders of
record of Common Stock at the Separation Time.
The Rights will not be exercisable until the Business Day (as defined in
the Restated Rights Agreement) following the Separation Time. The Rights will
expire on the earlier of (i) the close of business on July 25, 1999 and (ii)
the date on which the Rights are redeemed as described below (in any such
case, the "Expiration Time").
The Exercise Price and the number of Rights outstanding, or in certain
circumstances the securities purchasable upon exercise of the Rights, are
subject to adjustment from time to time to prevent dilution in the event of a
Common Stock dividend on, or a subdivision or a combination into a smaller
number of shares of, Common Stock, or the issuance or distribution of any
securities or assets in respect of, in lieu of or in exchange for Common
Stock.
In the event that prior to the Expiration Time a Flip-in Date occurs,
each Right (other than Rights Beneficially Owned by the Acquiring Person or
any affiliate or associate thereof, which Rights shall become void) shall
constitute the right to purchase from the Company, upon the exercise thereof
in accordance with the terms of the Restated Rights Agreement, that number of
shares of Common Stock of the Company having an aggregate Market Price (as
defined in the Restated Rights Agreement), on the date of the public
announcement of an Acquiring Person's becoming such (the "Stock Acquisition
Date") that gave rise to the Flip-in Date, equal to twice the Exercise Price
for an amount in cash equal to the then current Exercise Price. In addition,
the Board of Directors of the Company may, at its option, at any time after a
Flip-in Date and prior to the time an Acquiring Person becomes the Beneficial
Owner of more than 50% of the outstanding shares of Common Stock, elect to
exchange all (but not less than all) the then outstanding Rights (other than
Rights Beneficially Owned by the Acquiring Person or any affiliate or
associate thereof, which Rights become void) for shares of Common Stock at an
exchange ratio of one share of Common Stock per Right, appropriately adjusted
to reflect any stock split, stock dividend or similar transaction occurring
after the date of the Separation Time (the "Exchange Ratio"). Immediately
upon such action by the Board of Directors (the "Exchange Time") the Rights
will terminate and each Right will represent only the right to receive a
number of shares of Common Stock equal to the Exchange Ratio.
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Whenever the Company shall become obligated under the preceding paragraph
to issue shares of Common Stock upon exercise of or in exchange for Rights,
the Company, at its option, may substitute therefor shares of Preferred Stock,
at a ratio of one one-hundredth of a share of Preferred Stock for each share
of Common Stock so issuable.
In the event that prior to the Expiration Time the Company enters into,
consummates or permits to occur a transaction or series of transactions after
the time an Acquiring Person has become such in which, directly or indirectly,
(i) the Company shall consolidate or merge or participate in a binding share
exchange with any other Person if, at the time of the consolidation, merger or
share exchange or at the time the Company enters into an agreement with
respect to such consolidation, merger or share exchange, the Acquiring Person
Controls the Board of Directors of the Company (as defined in the Restated
Rights Agreement) and either (A) any term of or arrangement concerning the
treatment of shares of capital stock in such merger, consolidation or share
exchange relating to the Acquiring Person is not identical to the terms and
arrangements relating to other holders of Common Stock or (B) the Person with
whom the transaction or series of transactions occurs is the Acquiring Person
or an Affiliate or Associate of the Acquiring Person, (ii) the Company shall
sell or otherwise transfer (or one or more of its subsidiaries shall sell or
otherwise transfer) assets (A) aggregating more than 50% of the assets
(measured by either book value or fair market value) or (B) generating more
than 50% of the operating income or cash flow, of the Company and its
subsidiaries (taken as a whole) to any other Person (other than the Company or
one or more of its wholly-owned subsidiaries) or to two or more such Persons
which are affiliated or otherwise acting in concert, if, at the time such sale
or transfer of assets or at the time the Company (or any such subsidiary)
enters into an agreement with respect to such sale or transfer, the Acquiring
Person Controls the Board of Directors of the Company or (iii) any Acquiring
Person shall (A) sell, purchase, lease, exchange, mortgage, pledge, transfer
or otherwise acquire or dispose of, to, from, or with, as the case may be, the
Company or any of its Subsidiaries, over any period of 12 consecutive calendar
months, assets (x) having an aggregate fair market value of more than
$15,000,000 or (y) on terms and conditions less favorable to the Company than
the Company would be able to obtain through arm's-length negotiations with an
unaffiliated third party, (B) receive any compensation for services from the
Company or any of its Subsidiaries, other than compensation for full-time
employment as a regular employee at rates in accordance with the Company's (or
its Subsidiaries') past practices, (C) receive the benefit, directly or
indirectly (except proportionately as a shareholder), over any period of 12
consecutive calendar months, of any loans, advances, guarantees, pledges,
insurance, reinsurance or other financial assistance or any tax credits or
other tax advantage provided by the Company or any of its Subsidiaries
involving an aggregate principal amount in excess of $5,000,000 or an
aggregate cost or transfer of benefits from the Company or any of its
Subsidiaries in excess of $5,000,000 or, in any case, on terms and conditions
less favorable to the Company than the Company would be able to obtain through
arm's-length negotiations with a third party, or (D) increase by more than 1%
its proportionate share of the outstanding shares of any class of equity
securities or securities convertible into any class of equity securities of
the Company or any of its Subsidiaries as a result of any acquisition from the
Company (with or without consideration), any reclassification of securities
(including any reverse stock split), or recapitalization, of the Company, any
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merger or consolidation of the Company or any other transaction or series of
transactions (whether or not with or into or otherwise involving an Acquiring
Person) (a "Flip-over Transaction or Event"), the Company shall take such
action as shall be necessary to ensure, and shall not enter into, consummate
or permit to occur such Flip-over Transaction or Event until it shall have
entered into a supplemental agreement with the Person engaging in such Flip-
over Transaction or Event or the parent corporation thereof (the "Flip-over
Entity"), for the benefit of the holders of the Rights, providing, that upon
consummation or occurrence of the Flip-over Transaction or Event (i) each
Right shall thereafter constitute the right to purchase from the Flip-over
Entity upon exercise thereof in accordance with the terms of the Restated
Rights Agreement, that number of shares of common stock of the Flip-over
Entity having an aggregate Market Price on the date of consummation or
occurrence of such Flip-over Transaction or Event equal to twice the Exercise
Price for an amount in cash equal to the then current Exercise Price and (ii)
the Flip-over Entity shall thereafter be liable for, and shall assume, by
virtue of such Flip-over Transaction or Event and such supplemental agreement,
all the obligations and duties of the Company pursuant to the Restated Rights
Agreement. For purposes of the foregoing description, the term "Acquiring
Person" shall include any Acquiring Person and its Affiliates and Associates
counted together as a single Person.
The Board of Directors of the Company may, at its option, at any time
prior to the close of business on the Flip-in Date, redeem all (but not less
than all) the then outstanding Rights at a price of $.01 per Right (the
"Redemption Price"), as provided in the Restated Rights Agreement.
Immediately upon the action of the Board of Directors of the Company electing
to redeem the Rights, without any further action and without any notice, the
right to exercise the Rights will terminate and each Right will thereafter
represent only the right to receive the Redemption Price in cash for each
Right so held.
The holders of Rights will, solely by reason of their ownership of
Rights, have no rights as shareholders of the Company, including, without
limitation, the right to vote or to receive dividends.
The foregoing description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Restated Rights
Agreement, which is filed as an exhibit to the First Amendment to the
Registration Statement on Form 8-A, dated August 2, 1996, and is incorporated
herein by reference.
Item 2: Exhibits
All exhibits required by Instruction II to item 2 will be supplied to the
New York Stock Exchange.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
CULLEN/FROST BANKERS, INC.
Dated: July 29, 1997 By:/s/Phillip D. Green
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Phillip D. Green
Executive Vice President and
Chief Financial Officer
