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, 1998
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
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(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:
Common Stock, $.01 Par Value
(with attached rights)
-------------------------------------
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act: None.
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 $1,250,969,589 based on the closing price of such stock as
of March 19, 1999.
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 19, 1999
- ----------------------------------- --------------------
Common Stock, $.01 par value 26,760,687
DOCUMENTS INCORPORATED BY REFERENCE
(1) Proxy Statement for Annual Meeting of Shareholders to be held May 26, 1999
(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, 1998 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, 1998 and 1997.
23.3 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, 1999 /s/Phillip D. Green
-----------------------
Phillip D. Green
Senior Executive Vice President
and Chief Financial Officer
(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
----------
3.1 Articles of Incorporation, of Cullen/Frost Bankers, Inc. as amended
(11)
3.2 Amended By-Laws of Cullen/Frost Bankers, Inc. (8)
4.1 Shareholder Protection Rights Agreement dated as of February 1, 1999
between Cullen/Frost Bankers, Inc. and The Frost National Bank, as
Rights Agent (12)
10.1 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) *
10.2 1983 Non-qualified Stock Option Plan, as amended (1)
10.3 Form of Revised Change-In-Control Agreements with four Executive
Officers (3)*
10.4 1988 Non-qualified Stock Option Plan (2)*
10.5 The 401(k) Stock Purchase Plan for employees of Cullen/Frost
Bankers, Inc. and its Affiliates (4)*
10.6 1991 Thrift Incentive Stock Purchase Plan for Employees of
Cullen/Frost Bankers, Inc. and its Affiliates (5)*
10.7 Cullen/Frost Bankers, Inc. Restricted Stock Plan (6)*
10.8 Cullen/Frost Bankers, Inc. Supplemental Executive Retirement Plan
(7)*
10.9 Form of Revised Change-In-Control Agreements with one Executive
Officer (7)*
10.10 Retirement agreement with one Executive Officer (9)*
10.11 Cullen/Frost Bankers, Inc. 1997 Directors Stock Plan (10)
10.12 Cullen/Frost Bankers, Inc. 1992 Stock Plan, as amended (10)
19.1 Annual Report on Form 11-K for the Year Ended December 31, 1998, 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, 1998, 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
23.1 Consent of Independent Auditors
23.2 Consent of PricewaterhouseCoopers LLP Independent Auditors for
Overton Bancshares, Inc.
23.3 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 Date Schedule (EDGAR Version)
99 Report of PricewaterhouseCoopers LLP on Overton Bancshares, Inc.
financial statements as of December 31, 1997 and for each of the
years in the two year period ended December 31, 1997.
* 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, 1998.
<PAGE>
______________________
(1) 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)
(2) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Report on Form S-8 filed September 5, 1989
(File No. 33-30777)
(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, 1989 (File No. 0-7275)
(4) 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)
(5) 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)
(6) 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)
(7) 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)
(8) 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)
(9) 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)
(10) 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)
(11) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Report on Form 8-A12B/A filed on August 31, 1998
(File No. 0-7275)
(12) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Current Report on Form 8-A12G/A dated February 1, 1999
(File No. 0-7275)
(13) Filed herewith.
(14) To be filed as an amendment.
<PAGE>
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,
1998 and 1997 (filed pursuant to Rule 15d-21 of the Securities and
Exchange Act of 1934)
23.3 Consent of Independent Auditors with respect to Form 10-K/A 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, 1998 and 1997
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, 1998 and 1997
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, 1998 and 1997, 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, 1998 and 1997, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
/s/ERNST & YOUNG LLP
San Antonio, Texas
April 20, 1999
1
<PAGE>
1991 Thrift Incentive Stock Purchase Plan
for Employees of Cullen/Frost Bankers, Inc.
Statements of Net Assets Available for Benefits
December 31
1998 1997
-------------
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
1998 1997
----------------------
Additions:
Employer contributions $860,411 $ 745,341
Employee contributions 52,164 36,317
Dividend income 9,561 9,390
Interest income 560 645
Gain on sale of investments 42 815
Appreciation (depreciation) in fair value of investments (5,749) 326,766
---------------------
Total additions 916,989 1,119,274
Deductions:
Benefit payments 916,989 1,119,274
--------------------
Total deductions 916,989 1,119,274
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, 1998 and 1997
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
a) six percent of the participant's compensation for the respective
plan year, and
4
<PAGE>
1991 Thrift Incentive Stock Purchase Plan
for Employees of Cullen/Frost Bankers, Inc.
Notes to Financial Statements (continued)
December 31, 1998 and 1997
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 (for 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 1998 and 1997, all such expenses were paid by
the Company.
4. Income Tax Status
The Plan is not subject to federal income taxes.
5
<PAGE>
1991 Thrift Incentive Stock Purchase Plan
for Employees of Cullen/Frost Bankers, Inc.
Notes to Financial Statements (continued)
December 31, 1998 and 1997
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 an extensive program in place
to address the internal and external risks associated with the century date
change to the year 2000. The trustee has completed the renovation, testing,
and installation of 99 percent of technology systems in its owned facilities
and has completed 98 percent of the testing of mission-critical systems. The
trustee is also updating business continuity plans for the date change and
expects to be substantially complete with regard to nonmission-critical systems
in the second quarter of 1999. Costs associated with this program are paid by
the trustee and not by the Plan.
6
EXHIBIT 23.3
Consent of Independent Auditors with respect to Form 10-K/A
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, 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, 1999 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, 1998.
/s/ERNST & YOUNG LLP
San Antonio, Texas
April 27, 1999
