SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
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AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM 8-A
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, New York Stock Exchange
Par Value $0.01 Per Share
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
The securities to be registered hereby are shares of the Common Stock,
$0.01 par value per share (the "Common Stock") of Cullen/Frost Bankers, Inc., a
Texas corporation (the "Company").
The following amendments to the articles of incorporation were adopted by the
shareholders of the Company on May 27, 1998 and filed with the Secretary of
State of Texas on June 15, 1998:
Article Four of the Company's Articles of Incorporation was amended to
decrease the par value of Common Stock from $5.00 to $0.01
Item 2: Exhibit
Exhibit
Number Description
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3.1 Articles of Incorporation of Cullen/Frost Bankers, Inc., as
amended through May 27, 1998.
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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: August 31, 1998 By:/s/Phillip D. Green
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Phillip D. Green
Senior Executive Vice President
And Chief Financial Officer
Exhibit 3.1
Articles of Incorporation of Cullen/Frost Bankers, Inc.,
as amended through May 27, 1998.
<PAGE>
AMENDED ARTICLES OF INCORPORATION
OF
CULLEN/FROST BANKERS, INC.
ARTICLE ONE: The name of the corporation is Cullen/Frost Bankers, Inc.
ARTICLE TWO: The period of its duration is perpetual.
ARTICLE THREE: The purpose for which the corporation is organized is the
transaction of any or all lawful business.
ARTICLE FOUR: The aggregate number of shares the corporation shall have
authority to issue and the par value per share are as follows:
Number Par Value
Class of Shares Per Share
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Common 90,000,000 $0.01
Preferred 10,000,000 $0.01
The corporation may purchase, directly or indirectly, its own shares to
the extent of the aggregate of its unrestricted capital surplus and
unrestricted reduction surplus available therefor.
PREFERRED SHARES. Authority is expressly vested in the Board of Directors
to divide the preferred shares into series and, within the following
limitations, to fix and determine the relative rights and preferences of the
shares of any series so established and to provide for the issuance thereof.
Each series shall be so designated as to distinguish the shares thereof from
the shares of all other series and classes. All shares of preferred stock
shall be identical except as to the following relative rights and preferences,
as to which there may be variations between different series:
1. The rate of dividend.
2. The price at and the terms and conditions on which shares may be
redeemed.
3. The amount payable upon shares in event of involuntary liquidation.
4. The amount payable upon shares in event of voluntary liquidation.
5. Sinking fund provisions for the redemption or purchase of shares.
6. The terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion.
7. Voting rights.
Such series may have such other variations as may be permitted now or in
the future under the laws of the State of Texas.
Prior to the issuance of any shares of a series of preferred stock, the
Board of Directors shall establish such series by adopting a resolution
<PAGE>
setting forth the designation and number of shares of the series and the
relative rights and preferences thereof, to the extent that variations are
permitted by the provisions hereof.
COMMON SHARES. The holder of the common shares shall, to the exclusion of
the holders of any other class of stock of the corporation, have the sole and
full power to vote for the election of directors and for all other purposes
without limitation except (i) as otherwise provided in the statement of serial
designation for a particular series of preferred shares, and (ii) as otherwise
expressly provided by the then existing statutes of the State of Texas. The
holders of common shares shall have one vote for each share of common stock
held by them.
Subject to the provisions of the statement of serial designation for
series of preferred shares, the holders of shares of common stock shall be
entitled to receive dividends if, when and as declared by the Board of
Directors out of funds legally available therefor and to the net assets
remaining after payment of all liabilities upon voluntary or involuntary
liquidation of the corporation."
ARTICLE FIVE: The corporation has heretofore complied with the
requirements of law as to the initial minimum capital without which it could
not commence business under the Texas Business Corporation Act.
ARTICLE SIX: The street address of the corporation's registered office is
100 W. Houston Street, San Antonio, Texas 78205, and the name of its registered
agent at such address is Robert S. McClane.
ARTICLE SEVEN: The current number of directors constituting the Board of
Directors is twenty and the names and addresses of the persons who are
currently serving as Directors until the next annual meeting of shareholders or
until their successors are elected and qualified are:
Name Address
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Isaac Arnold, Jr. 601 Jefferson Street, Houston, Texas 77002
Holt Atherton P.O. Box 658, San Antonio, Texas 78293
Cecil E. Burney P.O. Box 2487, Corpus Christi, Texas 78403
Clyde C. Crews 100 W. Houston Street, San Antonio, Texas 78205
Roy H. Cullen 601 Jefferson Street, Houston, Texas 77002
W. N. Finnegan III 2000 West Loop South, Suite 1900, Houston, Texas
77027
Joseph H. Frost P.O. Box 7E, San Antonio, Texas 78217
T. C. Frost, Jr. 100 W. Houston Street, San Antonio, Texas 78205
Robert G. Greer 600 Jefferson Street, Houston, Texas 77002
James L. Hayne 110 East Crockett Street, San Antonio, Texas 78205
Allan C. King 900 First City National Bank Building, Houston,
Texas 77002
Quincy Lee 634 West Sunset, San Antonio, Texas 78216
J. Gordon Muir, Jr. 2001 Bryan Tower, Dallas, Texas 75201
V. F. Neuhaus P.O. Box 1270, McAllen, Texas 78501
William B. Osborn, Jr. P.O. Box 17968, San Antonio, Texas 78286
Herman J. Richter 2201 Broadway, San Antonio, Texas 78215
C. Linden Sledge 100 W. Houston Street, San Antonio, Texas 78205
A. Frank Smith, Jr. 2100 First City National Bank Bldg., Houston,
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Texas 77002
Vivian L. Smith 2000 West Loop South, Suite 1900, Houston,
Texas 77027
Curtis Vaughan, Jr. P.O. Box 1001 San Antonio, Texas 78294
ARTICLE EIGHT: The names and addresses of the incorporators are:
(Omitted)
ARTICLE NINE: At each election of the Board of Directors of the
corporation, each shareholder of the corporation entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are Directors to be elected
and for whose election he has a right to vote. It is expressly prohibited for
any shareholder to cumulate his votes in any election of Directors or for any
other purpose.
ARTICLE TEN: No shareholder of the corporation shall be entitled as a
matter of right, preemptive or otherwise, to subscribe for or purchase any part
of any shares which the corporation shall have authority to issue, or shares
thereof held in the Treasury of the corporation, or securities convertible into
shares, whether issued for cash or other consideration, or by way of dividend
or otherwise.
ARTICLE ELEVEN: To the fullest extent not prohibited by law, a
director of this corporation shall not be liable to the corporation or
its shareholders for monetary damages for an act or omission in the
director's capacity as a director, except that this articles does not
eliminate or limit the liability of a director for: (1) a breach of a
director's duty of loyalty to the corporation or its shareholders: (2)
an act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law; (3) a transaction
from which a director received an improper benefit, whether or
not the benefit resulted from an action taken within the scope of
the director's office; (4) an act or omission for which the liability
of a director is expressly provided for by statute; or (5) an act related
to an unlawful stock repurchase or payment of a dividend."
DATED the 17th day of July, 1977.
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Cullen/Frost Bankers, Inc.
By (s) C. Linden Sledge
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President
By (s) Robert S. McClane
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Secretary
