<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Cullen/Frost Bankers, Inc.
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(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
[LOGO]
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 31, 2000
- --------------------------------------------------------------------------------
To the Shareholders of
CULLEN/FROST BANKERS, INC.:
The Annual Meeting of Shareholders of Cullen/Frost Bankers, Inc.
("Cullen/Frost") will be held in the Commanders Room at The Frost National Bank,
100 West Houston Street, San Antonio, Texas, on Wednesday, May 31, 2000, at
10:00 a.m., San Antonio time, for the following purposes:
1. To elect six Directors to serve until the 2003 Annual Meeting of
Shareholders;
2. To approve the selection of Ernst & Young LLP to act as independent
auditors of Cullen/Frost for the fiscal year that began January 1,
2000; and
3. To transact any other business that may properly come before the
meeting.
You must be a stockholder of record at the close of business on April 7,
2000, to vote at the Annual Meeting. In order to hold the meeting, holders of a
majority of the outstanding shares must be present either in person or by proxy.
Your vote is important, so please promptly complete and return the enclosed
proxy in the postage prepaid envelope provided.
All shareholders are cordially invited to attend the Annual Meeting.
By Order of the Board of Directors
/S/STAN McCORMICK
STAN McCORMICK
Corporate Secretary
Dated: April 19, 2000
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<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
Notice of Annual Meeting of Shareholders.................... Cover
Proxy Statement for the Annual Meeting of Shareholders...... 1
Election of Directors (Item 1 on Proxy Card)................ 2-4
General Information about the Board of Directors............ 5
Meetings and Committees of the Board........................ 6
Executive Compensation and Related Information.............. 7
Board Compensation and Benefits Committee Report on
Executive Compensation.................................... 7-9
Compensation and Benefits Committee Interlocks and Insider
Participation in Compensation Decisions................... 9
Summary of Cash and Certain Other Compensation.............. 10
Other Plans and Agreements.................................. 11-13
Executive Stock Ownership................................... 13
Performance Graph........................................... 14
Principal Shareholders...................................... 15
Transactions with Management and Others..................... 15
Selection of Auditors (Item 2 on the Proxy Card)............ 15-16
Shareholder Proposals....................................... 16
Other Matters............................................... 16
</TABLE>
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<PAGE> 4
[LOGO]
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PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 31, 2000
- --------------------------------------------------------------------------------
SOLICITATION AND REVOCATION OF PROXY
The Board of Directors of Cullen/Frost Bankers, Inc. ("Cullen/Frost" or the
"Company") is soliciting proxies to be used at the Annual Meeting of
Shareholders. The meeting will be held on May 31, 2000. This Proxy Statement and
the accompanying proxy card are being mailed to shareholders beginning on or
about April 19, 2000.
The Company will pay for solicitation of these proxies for the Annual
Meeting. The Directors, officers, and employees of Cullen/Frost may solicit
proxies by mail, telephone, telegram, facsimile, or in person. Cullen/Frost has
also retained Georgeson & Co., Inc. to assist in the solicitation of proxies,
for a fee of approximately $6,500.00 plus out-of-pocket expenses. Cullen/Frost
has requested that brokers, nominees, fiduciaries, and other custodians forward
proxy-soliciting material to the beneficial owners of Cullen/Frost Common Stock.
Cullen/Frost will reimburse them for their out-of-pocket expenses.
All shares of Cullen/Frost Common Stock represented by properly executed
proxies, if returned in time, will be voted at the meeting in accordance with
the proxy's instructions. If no direction is given, proxies will be voted for
all the proposals listed on the proxy and in the discretion of persons named on
the proxy in connection with any other business properly coming before the
meeting. If authority to vote on any matter is withheld, the shares will still
be counted for determining the number of shares present at the meeting.
A shareholder may revoke a proxy at any time before it is voted by
delivering a written revocation notice at the Company's principal executive
office to the Secretary of Cullen/Frost, Stan McCormick, 100 West Houston
Street, San Antonio, Texas 78205. A shareholder who attends the meeting may vote
by ballot at the meeting if desired, and such vote will cancel any proxy vote
previously given.
VOTING OF SECURITIES
The only class of voting securities of Cullen/Frost outstanding and
entitled to vote at the meeting is Common Stock, par value $0.01 per share. On
April 7, 2000, there were outstanding 52,340,633 shares of Common Stock, each
entitled to one vote. A quorum of shareholders is required to hold a valid
meeting. If the holders of at least a majority of the issued and outstanding
shares are present or represented by proxy, a quorum will exist. Abstentions and
broker non-votes are counted as present for establishing a quorum.
Directors are elected by a plurality of the votes cast at the meeting.
Other action is by the vote of the holders of a majority of the shares present
or represented by proxy at the meeting. Abstentions and broker non-votes have
the effect of a no vote on matters other than Director elections.
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1
<PAGE> 5
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ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
The Company's Bylaws provide for a classified Board of Directors. Directors
are assigned to one of three classes, all classes as equal in number as
possible. The term of office of Class II will expire at the 2001 Annual Meeting,
Class III at the 2002 Annual Meeting, and the term of office of Class I expires
at this 2000 Annual Meeting.
Of the seven Directors assigned to Class I, six have been nominated to
serve for a new three-year term. Mr. Roy H. Cullen is retiring at the end of his
current term as Director and will not be standing for re-election. If any
nominee is unable to serve, the persons named in the proxy will vote in
accordance with their best judgement unless otherwise instructed.
The tables below provide information about each nominee and about each
Director whose term continues after the meeting.
NOMINEES FOR TERM EXPIRING IN 2003:
Class I
- -------
<TABLE>
<CAPTION>
SHARES OWNED(1,2)
------------------------
AMOUNT AND
NATURE OF
DIRECTOR BENEFICIAL
NAME AGE PRINCIPAL OCCUPATION SINCE OWNERSHIP PERCENT
---- --- -------------------- -------- ---------- -------
<S> <C> <C> <C> <C> <C>
Isaac Arnold, Jr.......... 64 Oil, real estate, 1977 37,968 0.07%
investments
Harry H. Cullen........... 64 Oil, real estate, 1993(3) 298,532(4) 0.55%
investments
Patrick B. Frost.......... 40 President, The Frost 1997 182,904(5,8) 0.34%
National Bank, a
Cullen/Frost Subsidiary
James L. Hayne............ 66 Managing partner of Catto 1977 163,716(6) 0.30%
& Catto Insurance
Robert S. McClane......... 61 President, McClane 1985 70,076 0.13%
Partners; former President
of Cullen/ Frost
Mary Beth Williamson...... 67 Education (Consultant) 1996 10,880 0.02%
DIRECTORS WHOSE TERM EXPIRES IN 2001:
Class II
- --------
Royce S. Caldwell......... 61 Vice Chairman, SBC 1994 10,800 0.02%
Operations, SBC
Communications, Inc.
Ruben R. Cardenas......... 69 Attorney, Cardenas, Whitis 1995 12,000 0.02%
& Stephen, L.L.P.
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
(Table continued on following page)
</TABLE>
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2
<PAGE> 6
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<TABLE>
<CAPTION>
SHARES OWNED(1,2)
------------------------
AMOUNT AND
NATURE OF
DIRECTOR BENEFICIAL
NAME AGE PRINCIPAL OCCUPATION SINCE OWNERSHIP PERCENT
---- --- -------------------- -------- ---------- -------
<S> <C> <C> <C> <C> <C>
Henry E. Catto, Jr........ 69 Vice Chairman, Catto & 1993 32,000 0.06%
Catto Insurance; former
Director, U. S.
Information Agency; former
U. S. Ambassador to Great
Britain; and former Vice
Chairman, H&C
Communications
Cass O. Edwards........... 73 Chairman, Cassco Land Co., 1998 413,664(6) 0.77%
Inc.; Manager, Edwards
Geren Limited; former
Chairman, Overton
Bancshares, Inc. and
Director, Overton Bank &
Trust (merged with Cullen/
Frost)
Richard W. Evans, Jr...... 53 Chairman of the Board, 1993 373,984(5) 0.69%
Chief Executive Officer,
and President of
Cullen/Frost; Chairman of
the Board and Chief
Executive Officer of The
Frost National Bank, a
Cullen/Frost Subsidiary
T.C. Frost................ 72 Senior Chairman of the 1966 1,595,058(5,7) 2.96%
Board of Cullen/Frost
James W. Gorman, Jr....... 69 Oil, real estate and 1987 20,000(6) 0.04%
investments
Richard M. Kleberg, III... 57 Banking and investments 1992 18,400 0.03%
Horace Wilkins, Jr........ 49 President, Special 1997 10,400 0.02%
Markets, SBC
Communications, Inc.;
former Regional President,
Southwestern Bell
Telephone Co.
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
(Table continued on following page)
</TABLE>
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3
<PAGE> 7
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<TABLE>
<CAPTION>
SHARES OWNED(1,2)
------------------------
AMOUNT AND
NATURE OF
DIRECTOR BENEFICIAL
NAME AGE PRINCIPAL OCCUPATION SINCE OWNERSHIP PERCENT
---- --- -------------------- -------- ---------- -------
<S> <C> <C> <C> <C> <C>
DIRECTORS WHOSE TERM EXPIRES IN 2002:
Class III
- ---------
R. Denny Alexander........ 54 Investments; former 1998 187,612(6) 0.35%
Chairman, Overton Bank &
Trust and Director,
Overton Bancshares, Inc.
(merged with Cullen/Frost)
Bob W. Coleman............ 68 President and Chief 1997 17,113(6) 0.03%
Executive Officer, Texace
Corporation
Eugene H. Dawson, Sr...... 65 Chairman of the Board, 1996 40,400 0.08%
Pape-Dawson Consulting
Engineers
Ruben M. Escobedo......... 62 Certified Public 1996 15,000(9) 0.03%
Accountant
Joe R. Fulton............. 65 President, Fulton 1997 31,000(7) 0.06%
Construction Corporation
Ida Clement Steen......... 47 Investments 1996 12,300 0.02%
</TABLE>
- ---------------
(1) All balances reflect a two for one stock split paid on June 22, 1999 to all
shareholders in the class of record as of June 1, 1999.
(2) Beneficial ownership is as of December 31, 1999 unless otherwise indicated.
The owners have sole voting and investment power for the shares of
Cullen/Frost Common Stock reported. Beneficial ownership includes shares
which the individual had a right to acquire pursuant to stock options
exercisable within sixty (60) days from December 31, 1999: Mr. T. C. Frost
438,624; Mr. Alexander 4,000; Mr. Edwards 4,000; Mr. Evans 190,364; Mr.
Patrick B. Frost 122,648; and Mr. McClane 34,000; all other Directors 10,000
options each. The number of shares of Cullen/Frost Common Stock beneficially
owned by all Directors, nominees and named executive officers as a group is
disclosed on page 11.
(3) Also served as a Director of Cullen Bank, a former Cullen/Frost Subsidiary,
from 1969 to 1993.
(4) Includes 91,128 shares for which Mr. Harry Cullen has shared voting and
investment power with Mr. Roy Cullen, and 19,584 shares with shared voting
and investment power with others.
(5) Includes the following shares allocated under the 401(k) Stock Purchase Plan
for Employees of Cullen/ Frost Bankers, Inc., for which each beneficial
owner has both sole voting and investment power: Mr. T. C. Frost 44,198; Mr.
Evans 32,686 and; Mr. P. Frost 13,920. In addition, the number of shares
reported for Mr. T. C. Frost includes 41,184 shares held in the Pat and Tom
Frost Foundation Trust for which Mr. T. C. Frost disclaims beneficial
ownership.
(6) Disclaims beneficial ownership of shares: Mr. R. Denny Alexander 26,000
shares held in a charitable foundation; Mr. Bob Coleman 2,000 shares held in
a charitable foundation; Mr. James Gorman 2,000 shares held in a charitable
foundation; Mr. James Hayne 134,120 shares due to spouse's investment in a
limited partnership; Mr. Cass O. Edwards 41,402 shares owned by his spouse.
(7) Beneficial ownership is as of January 31, 2000.
(8) Beneficial ownership is as of February 29, 2000.
(9) Beneficial ownership is as of March 31, 2000.
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4
<PAGE> 8
- --------------------------------------------------------------------------------
GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS
No nominee has had any other principal occupation or employment with
Cullen/Frost or any of its subsidiaries within the last five years.
The following are directorships held by nominees and Directors in public
companies (other than Cullen/ Frost) or in investment companies:
<TABLE>
<S> <C>
Mr. TNP Enterprises, Inc.
Alexander....
Mr. Arnold..... Nuevo Energy Co.
Mr. Caldwell... SBC Communications, Inc.;
Southwestern Bell
Telephone Company
Mr. Cardenas... SBC Communications, Inc.
Mr. Escobedo... Valero Energy Corp.
Mr. Gorman..... Venus Exploration, Inc.
Mr. Wilkins.... American Water Works
Company, Inc.
</TABLE>
There are no arrangements or understandings between any nominee or Director
of Cullen/Frost and any other person regarding their selection as a Director
nominee.
The only family relationships among the Directors or executive officers of
Cullen/Frost which are first cousin or closer are those of Messrs. T. C. Frost
and Patrick B. Frost, who are father and son; Mr. Henry E. Catto, Jr. and Mrs.
James L. Hayne, who are first cousins; Messrs. Harry H. Cullen and Isaac Arnold,
Jr. who are first cousins.
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5
<PAGE> 9
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MEETINGS AND COMMITTEES OF THE BOARD
The Cullen/Frost Board of Directors usually has four regularly scheduled
quarterly meetings each year. In 1999 there were eight meetings. The Board has
Executive, Audit, Compensation and Benefits, and Strategic Planning Committees.
The Committees' functions and current members are as follows:
<TABLE>
<CAPTION>
EMPLOYEE
COMMITTEE/MEMBERS (Y)ES FUNCTION
----------------- -------- --------
<S> <C> <C>
EXECUTIVE
Richard W. Evans, Jr. Y -- Acts for the Board of Directors between meetings,
Patrick B. Frost Y except as limited by Board resolutions, the
T. C. Frost Y Company's by-laws, or Texas law
MEETINGS IN 1999: Four
AUDIT
Isaac Arnold, Jr. -- Reviews:
Royce Caldwell Scope and results of external audits
Ruben R. Cardenas External auditors' performance of non-audit
Eugene H. Dawson, Sr. services
Richard M. Kleberg, III Independence of external auditors
MEETINGS IN 1999: Four Internal audits and loan reviews for each
subsidiary
Regulatory examinations
Levels of criticized assets
Financial reporting practices of Cullen/Frost
-- Recommends choice for external auditor
COMPENSATION AND BENEFITS
Roy H. Cullen -- Recommends compensation for certain officers
Ruben M. Escobedo -- Administrative committee for the Company's:
James W. Gorman, Jr. Retirement Plan
Mary Beth Williamson 1983 and 1988 Non-Qualified Stock Option Plan
John C. Korbell (Advisory Director) Restricted Stock Plan
MEETINGS IN 1999: Two 401(k) Stock Purchase Plan
1991 Stock Purchase Plan
1992 Stock Plan
Pre-Tax Benefit Plan
Group Medical and Life Insurance Plans
Director's 1997 Stock Plan
STRATEGIC PLANNING
R. Denny Alexander -- Analyzes strategic directions for the Company
Isaac Arnold, Jr. -- Monitors corporate mission statement and capital
Richard W. Evans, Jr. Y planning
T. C. Frost Y -- Reviews short-term and long-term goals
James L. Hayne
MEETINGS IN 1999: Four
</TABLE>
During 1999, all of the current Directors attended at least 75 percent of
the aggregate of the meetings of the Board of Directors and the committees on
which they served except for Mr. Isaac Arnold, Jr.
Directors who are Cullen/Frost employees receive no fees for their services
as Directors or committee members. Outside Directors receive $5,000 as an annual
retainer fee, $1,250 for each board meeting attended, and a fee of $750 for each
committee meeting to which he or she has been appointed. The Chairman of the
Audit Committee receives $1,500 for each Audit Committee meeting attended. Each
outside Director also receives a grant of stock options each year (4,000 stock
options granted to each Director in 1999).
- --------------------------------------------------------------------------------
6
<PAGE> 10
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EXECUTIVE COMPENSATION AND RELATED INFORMATION
1. BOARD COMPENSATION AND BENEFITS COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Benefits Committee of the Board of Directors (the
"Committee") maintains compensation programs for the Company's executive
officers that further the Company's mission.
COMPENSATION POLICIES
- Compensation levels should be competitive with the median of comparable
financial organizations to attract and maintain a stable, successful
management team;
- Executives' total compensation packages should depend upon the level of
success in meeting specified Company and individual performance goals;
- Executive ownership of the Company's Common Stock should be encouraged to
align executives' interests with shareholders' interests; and
- Sustained superior performance by individual executives should be
rewarded.
COMMITTEE FUNCTIONS
- Comprised of four independent, non-employee directors and one
independent, non-employee advisory director;
- Develop compensation policies linked to strategic business objectives and
Company values;
- Approve, assess, and administer compensation programs in support of
compensation policies; and
- Review all salary arrangements and other remuneration for a group of
senior executives.
Each year an independent consultant engaged by the Committee provides a
comprehensive analysis of competitive market data. The data compares the
Company's compensation practices and programs to a group of comparator companies
that have business operations, total assets, market capitalizations, and lines
of business similar to the Company. These companies include, but are not limited
to, the companies in the Standard & Poor's (S&P's) Major Regional Bank Index.
The Committee has chosen not to use solely the S&P's Major Regional Bank Index
as its comparator group for compensation purposes since detailed data for all
senior executives at the banks comprising the index is not available.
The S&P's Major Regional Bank Index was used for comparison of total
shareholder return shown in the Performance Graph on page 14.
Key elements of the Company's executive compensation are base salary,
annual incentives, and long-term compensation. The Committee considers all
elements of an executive's total compensation package, including severance
plans, insurance, and other benefits.
BASE SALARY
- Represented 56% of total executive compensation in 1999.
- Reviewed annually for each of the four highest-paid executives.
- Based on subjective evaluation of individual performance, achievement,
and contribution to growth.
- May be adjusted to reflect competitive market levels following
performance evaluations.
- May be adjusted to attract and retain appropriate officers.
- --------------------------------------------------------------------------------
7
<PAGE> 11
- --------------------------------------------------------------------------------
- Company base salary levels were slightly below median market levels of
comparator companies in 1999.
- Merit increases were at a rate comparable to the increases provided at
comparator companies.
ANNUAL INCENTIVES
- Represented 15% of total executive compensation in 1999.
- Promote and reward teamwork as measured by overall corporate performance
and also recognize individual contributions.
- No bonus pool established until Company achieves a predetermined level of
financial performance as established by the Committee.
- Committee has authority to adjust the total bonus pool up or down by 20%.
LONG-TERM INCENTIVES
- Represented 29% of total executive compensation in 1999.
- Award size dependent upon levels of responsibility, prior experience,
individual performance, and compensation practices at comparator
companies.
- Current stock holdings and the magnitude of outstanding long-term
incentives are not considered in making current awards.
STOCK OPTIONS
- Primary long-term incentive vehicle.
- Nonqualified stock options granted at a price not less than the fair
market value of the Common Stock on the date of grant.
- Size of stock option grants determined based on a percentage of
annualized base salary; may be adjusted based on Committee's subjective
evaluation of individual factors and historical awards.
- Committee's objective is to deliver a competitive award opportunity.
- Number awarded varies from year to year.
RESTRICTED STOCK
- Provides executives with immediate link to shareholder interests.
- Helps maintain a stable executive team.
In 1999, the Committee and senior management again reviewed competitive
market data for long-term incentive awards. Senior management made a conscious
decision to grant awards that were somewhat below competitive market levels for
1999 for the majority of employees to allow grants to be made to more employees.
This was the second consecutive year in which this was done. The Committee was
concerned about the shortfall in award levels in addition to the fact that bonus
targets also lag the market for the senior executive group. Given the
outstanding performance of the Company under this management team, the Committee
elected to award restricted stock to the senior management team to compensate
for the below market stock awards in 1998 and the continuing below market bonus
awards. This combined award of stock options and restricted stock to nine senior
executives matched competitive market levels.
- --------------------------------------------------------------------------------
8
<PAGE> 12
- --------------------------------------------------------------------------------
CEO COMPENSATION
The Committee established Mr. Evan's base salary at $550,000, which
approximates the median level of CEOs at comparator companies. The Committee
awarded Mr. Evans a bonus of $300,000 for 1999, which was slightly above his 50%
target bonus of $245,900. The additional bonus was in recognition of the
superior financial results of the Company and his outstanding leadership in
1999. The Committee also increased Mr. Evans bonus target to 60% to more closely
approximate market levels. Mr. Evans was also granted 140,000 options with an
exercise price of $24.75 as detailed in the table on page 10. This award, in
conjunction with an award of 10,000 restricted shares, approximated the median
level for CEOs of comparator companies. As of December 31, 1999, Mr. Evans had
beneficial ownership of 373,984 shares of stock (includes 190,364 shares of
which he has a right to receive pursuant to presently exercisable options).
SECTION 162(m)
Section 162(m) of the Internal Revenue Code generally limits the corporate
tax deduction for compensation paid to the Chief Executive Officer and the four
other most highly compensated executive officers unless the compensation is
performance-based. One condition to qualify compensation as performance-based is
to establish the amount of the award on an objective formula that precludes any
discretion. The Committee continues to review the impact of this tax code
provision on the Company's incentive plans and has determined that Section
162(m) is currently inapplicable because no named executive officer receives
compensation in excess of $1 million. The Committee also believes it is in the
Company's and shareholders' best interests to retain the discretionary
evaluation of individual performance as provided in the annual incentive plan.
CONCLUSION
The Committee believes these executive compensation policies and programs
effectively serve the interests of shareholders and the Company. The various pay
vehicles offered are appropriately balanced to provide increased motivation for
executives to contribute to the Company's overall future successes, thereby
enhancing the value of the Company for the shareholders' benefit.
The Committee will continue to monitor the effectiveness of the Company's
total compensation program to meet the current needs of the Company.
Roy H. Cullen
James W. Gorman, Jr.
John C. Korbell (Advisory Director)
Mary Beth Williamson
Ruben M. Escobedo, Chairman
2. COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS
Since January 1, 1999, some of the members of the Compensation and Benefits
Committee of Cullen/ Frost, and some of their associates, have been and continue
to be customers of one or more of the Cullen/ Frost subsidiary banks. In the
opinion of management, these transactions were in the ordinary course of such
banks' business. No special treatment was given with respect to interest rates,
collateral, or risk. Additional transactions in the future may be expected to
take place in the ordinary course of such banks' business.
- --------------------------------------------------------------------------------
9
<PAGE> 13
- --------------------------------------------------------------------------------
3. SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
SUMMARY COMPENSATION TABLE
The table below gives information on compensation for the Chief Executive
Officer of Cullen/Frost and the other three most highly compensated executive
officers (the "named executive officers").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------- -----------------------------------------------
NAME AND OTHER ANNUAL RESTRICTED STOCK OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) STOCK(2) (# OF SHARES)(3) COMPENSATION(4)
------------------ ---- -------- -------- --------------- ---------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
T. C. Frost................. 1999 $ 30,000 $ -- $21,691 $ -- 8,000 $32,105
Senior Chairman 1998 $ 30,000 $ -- $22,552 $ -- 8,000 $35,115
Cullen/Frost 1997 $200,000 $250,000 $45,325 $ -- -- $66,747
Richard W. Evans, Jr........ 1999 $491,667 $300,000 $ 8,175 $247,500 140,000 $23,980
Chairman & CEO 1998 $413,333 $275,000 $16,193 $241,563 90,000 $30,920
Cullen/Frost 1997 $358,333 $175,000 $16,288 $240,938 30,000 $27,140
Phillip D. Green............ 1999 $238,333 $100,000 $ 1,867 $ 74,250 40,000 $ 6,776
Chief Financial Officer 1998 $214,167 $ 95,000 $ 6,088 $ 43,481 20,000 $14,417
Cullen/Frost 1997 $185,000 $ 63,000 $ 6,135 $ 84,328 10,000 $12,475
Patrick B. Frost............ 1999 $247,500 $ 74,300 $ 1,939 $ 74,250 40,000 $ 5,788
President, San Antonio 1998 $232,500 $ 73,500 $ 6,622 $ 48,313 22,000 $14,495
Cullen/Frost 1997 $217,500 $ 69,000 $ 7,461 $ 96,375 10,000 $13,573
</TABLE>
- ---------------
(1) Represents payments to compensate the employee for income taxes on elective
deferrals and company matching contributions to Cullen/Frost's 1991 Thrift
Stock Purchase Plan ("1991 Thrift Plan") and comparable benefits to the
Company's 401(k) Plan for all employees whose participation in the 401(k)
Plan is limited by the IRS rules. This is 23 employees for 1999. Mr. T. C.
Frost's values represent $21,691 to reimburse him for taxes on life
insurance premiums paid for by the Company.
(2) Represents the dollar value of restricted stock awards, based on the closing
market price of Cullen/Frost stock on grant date ($24.75). The total number
of restricted shares and their aggregate market value at December 31, 1999
were: Mr. T. C. Frost, 0 shares; Mr. Evans, 30,000 shares valued at
$772,500; Mr. Green, 8,300 shares valued at $213,725; and Mr. P. Frost,
9,000 shares valued at $231,750. Aggregate market value is based on the
closing price of the common stock ($25.75) on December 31, 1999. Dividends
are paid on the restricted shares at the same time and at the same rate as
dividends paid to shareholders of unrestricted shares. Stock awarded in 1997
vests at the end of three years from the date of the award; stock awarded in
1998 and 1999 vests at the end of four years from the date of the award.
(3) Reflects adjustment for the 2-for-1 stock split in 1999.
(4) Represents total and/or imputed income from certain insurance premiums paid
by Cullen/Frost and Company's contributions to the 1991 Thrift Plan. The
amount for insurance premiums and/or imputed income for 1999 and 1998 were
$38,193 and $40,467 respectively. The Company's contribution to the 1991
Thrift Plan was $30,456 in 1999 and $54,480 in 1998.
- --------------------------------------------------------------------------------
10
<PAGE> 14
- --------------------------------------------------------------------------------
The following tables give information on stock options for 1999 under the
Cullen/Frost Bankers, Inc. 1992 Stock Plan to the named executive officers:
OPTION GRANTS IN LAST FISCAL YEAR(1)
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS/ SARS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM(2)
OPTIONS/ SARS EMPLOYEES IN EXERCISE EXPIRATION ----------------------------------
NAME GRANTED FISCAL YEAR(1) PRICE DATE 0% 5% 10%
---- ------------- -------------- -------- ---------- ------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
T. C. Frost...................... 8,000 0.5% $24.75 10/12/2005 $ -- $ 67,339 $ 152,769
Richard W. Evans, Jr............. 140,000 9.2% $24.75 10/12/2005 $ -- $ 1,178,431 $ 2,673,459
Phillip D. Green................. 40,000 2.6% $24.75 10/12/2005 $ -- $ 336,695 $ 763,845
Patrick B. Frost................. 40,000 2.6% $24.75 10/12/2005 $ -- $ 336,695 $ 763,845
All Shareholders................. N/A N/A $24.75 10/12/2005 $ -- $12,785,981 $29,007,029
</TABLE>
- ---------------
(1) Based on 1,519,000 options granted to all employees in 1999.
(2) Shows potential realizable value at assumed annual rates for all
shareholders based on 52,823,153 shares outstanding as of December 31, 1999.
Gains on "All Shareholders" assume a base price of $24.75.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
TOTAL NUMBER OF
TOTAL NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/
OPTIONS/ SARS AT SARS HELD AT FISCAL
SHARES FISCAL YEAR-END(1) YEAR-END(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
T. C. Frost.............................. 2,090 $ 92,070 438,624 79,200 $7,524,801 $742,088
Richard W. Evans, Jr..................... 25,872 $1,074,154 190,364 279,600 $2,757,466 $673,664
Phillip D. Green......................... 12,720 $ 260,760 56,000 80,000 $ 745,648 $240,772
Patrick B. Frost......................... -- -- 122,648 84,800 $1,931,952 $275,164
</TABLE>
- ---------------
(1) Reflects 10% stock dividend in 1993 and 2-for-1 stock split in 1996 and
1999.
(2) Total value of options based on fair market value of Company Stock of $25.75
as of December 31, 1999.
4. OTHER PLANS AND AGREEMENTS
Retirement Plan and Restoration Plan
Cullen/Frost has a non-contributory Retirement Plan and Trust for Employees
of Cullen/Frost Bankers, Inc. and its Affiliates for eligible employees which is
designed to comply with the requirements of the Employee Retirement Income
Security Act of 1974. It also has a Restoration Plan which provides benefits in
excess of the limits under Section 415 of the Internal Revenue Code and in
excess of limits on eligible earnings set by the Tax Reform Act of 1986;
benefits are provided in connection with both the Retirement Plan and a previous
employee stock ownership plan. The entire cost of the Retirement and Restoration
Plans is provided by Cullen/Frost and its subsidiaries.
- --------------------------------------------------------------------------------
11
<PAGE> 15
- --------------------------------------------------------------------------------
The Pension Plan Table below shows the anticipated annual benefit, computed
on a straight line basis, payable under the Retirement Plan and Restoration Plan
upon the normal retirement of a vested executive officer of Cullen/Frost at age
65 after 15, 20, 25, 30, 35, 40, 45 and 50 years of credited service at
specified annual compensation levels.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40 45 50
- ------------ -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$175,000 $ 43,305 $ 57,740 $ 72,175 $ 86,610 $101,045 $111,983 $122,920 $133,858
200,000 49,868 66,490 83,113 99,735 116,358 128,858 141,358 153,858
225,000 56,430 75,240 94,050 112,860 131,670 145,733 159,795 173,858
250,000 62,993 83,990 104,988 125,985 146,983 162,608 178,233 193,858
300,000 76,118 101,490 126,863 152,235 177,608 196,358 215,108 233,858
400,000 102,368 136,490 170,613 204,735 238,858 263,858 288,858 313,858
450,000 115,493 153,990 192,488 230,985 269,483 297,608 325,733 353,858
500,000 128,618 171,490 214,363 257,235 300,108 331,358 362,608 393,858
550,000 141,743 188,990 236,238 283,485 330,733 365,108 399,483 433,858
600,000 154,868 206,490 258,113 309,735 361,358 398,858 436,358 473,858
650,000 167,993 223,990 279,988 335,985 391,983 432,608 473,233 513,858
</TABLE>
The Retirement Plan provides a monthly benefit based on a percentage of an
eligible employee's final average Compensation based on the highest three years
of compensation during the last ten years of service. Included in "Compensation"
according to the Retirement Plan are Salary, Overtime, Bonuses, Commissions, and
Wages deferred for the Company 401(k) Plan or used to pay health care premiums,
expenses, or parking under the Company Pre Tax Plan (IRS Section 125 Plan).
Participants in the Plan are fully vested in their accrued benefits under the
Plan upon attaining age 65 or after five years of service, whichever occurs
first. Death benefits are provided to married participants who have completed
five years of service. Normal retirement is at age 65 but early retirement is
available starting at age 55. Early Retirement benefits are provided on a
reduced basis. The benefit amounts listed in the table represent amounts payable
from the plans and are not subject to any additional deduction for social
security benefits or other offset amounts.
The years of credited service under the Retirement Plan as of December 31,
1999 for each person named in the Summary Compensation Table on page 10 are: Mr.
T. C. Frost -- 50 years; Mr. Evans -- 29 years (40 years at age 65); Mr. P.
Frost -- 15 years (41 years at age 65); and Mr. Green -- 19 years (39 years at
age 65). Mr. T. C. Frost activated his retirement benefit effective July 1,
1994, but still remains an active employee. Each year, his retirement benefits
will be recalculated based on his earnings for that year.
The Company also maintains a supplemental executive retirement plan (SERP).
The plan provides for target retirement benefits, as a percentage of annual cash
compensation, beginning at age 55. The target percentage is 45% of annual cash
compensation age 55, increasing to 60% at age 60 and later. Benefits under the
SERP are reduced dollar-for-dollar by benefits received under the Retirement and
Restoration Plans, described previously, and any social security benefits. Mr.
Evans currently participates in the SERP. At current salary levels, at age 60,
Mr. Evans would receive $73,362 annually.
Change-in-Control Agreements
Cullen/Frost has change-in-control agreements with three of the four named
executives above and other key employees. The main purposes of these agreements
are: (i) to help executives evaluate objectively whether a potential
change-in-control is in the best interests of shareholders; (ii) to help protect
against the departure of executives, thus assuring continuity of management, in
the event of an actual or threatened merger or change-in-control; and (iii) to
maintain compensation and benefits comparable to those available from competing
employers. "Change-in-control" is defined as an acquisition of 20 percent or
more of Cullen/ Frost Common Stock by an individual, corporation, partnership,
group, association, or other person; certain
- --------------------------------------------------------------------------------
12
<PAGE> 16
- --------------------------------------------------------------------------------
changes in the composition of the Board of Directors by 50 percent or more; or
certain changes-in-control which must be reported to the Securities and Exchange
Commission.
Messrs. Evans, P. Frost, and Green could receive 2.99 times their average
annual compensation during the previous five years if their position is
terminated within two years following the change-in-control either by
Cullen/Frost, if the termination is for reasons other than cause, disability or
retirement, or by the covered person if the covered person terminates his
employment for good reason. Good reason is defined as a significant reduction or
change in responsibility, involuntary transfer to a new location, a reduction in
compensation or benefits, the failure of any successor to Cullen/Frost to assent
to such change-in-control agreement, any purported termination by Cullen/Frost
of the covered person without providing such person a proper written notice of
termination or, in the case of the three executives, their good faith
determination, within 90 days of a change-in-control, that as a result of the
change-in-control they are not able to discharge their duties effectively. The
agreements also provide for a continuation of certain employee benefits for
qualifying executives upon a change-in-control.
Assuming that a change-in-control of Cullen/Frost had occurred effective
December 31, 1999 and that termination of employment also had occurred on that
date, the maximum amounts that could be payable to the named executives are: Mr.
Evans -- $2,523,707; Mr. Green -- $1,436,013; and Mr. P. Frost -- $913,636.
5. EXECUTIVE STOCK OWNERSHIP
The table below lists the number of shares of Cullen/Frost Common Stock
beneficially owned by each of the named executive officers and by all directors,
nominees, and executive officers of Cullen/Frost as a group:
<TABLE>
<CAPTION>
SHARES OWNED(1,2)
------------------------
AMOUNT AND
NATURE OF
BENEFICIAL
OWNERSHIP(3) PERCENT
------------ -------
<S> <C> <C>
T. C. Frost................................................. 1,595,058(4) 2.96%
Richard W. Evans, Jr........................................ 373,984 0.69%
Patrick B. Frost............................................ 182,904 0.34%
Phillip D. Green............................................ 95,649 0.18%
All directors, nominees and executive officers as Group (25
persons, including two advisory directors)................ 4,100,933(5) 7.64%
</TABLE>
- ---------------
(1) All balances reflect a two for one stock split paid on June 22, 1999 to all
shareholders in the class of record as of June 1, 1999.
(2) Beneficial ownership is as of December 31, 1999 unless otherwise indicated.
Beneficial ownership includes shares for which the individual had a right to
acquire pursuant to employee stock options exercisable within sixty (60)
days from December 31, 1999, as follows: Mr. T. C. Frost 438,624; Mr. Evans
190,364; Mr. P. Frost 122,648; Mr. Green 56,000 and all executive officers
and directors as a group 1,009,636.
(3) Includes the following shares allocated under the 401(k) Stock Purchase Plan
for which each beneficial owner has both sole voting and investment power:
Mr. T. C. Frost 44,198; Mr. Evans 32,686; Mr. P. Frost 13,920; and Mr. Green
19,573.
(4) Includes 41,184 shares held in the Pat and Tom Frost Foundation Trust for
which Mr. T. C. Frost disclaims beneficial ownership.
(5) Includes 110,377 shares for which directors, nominees and named executive
officers have both sole voting and investment power; 91,128 shares with
shared voting and shared investment power with others; and 187,094 shares
owned by two advisory directors.
- --------------------------------------------------------------------------------
13
<PAGE> 17
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PERFORMANCE GRAPH
The following performance graph compares the cumulative total shareholder
return on Cullen/Frost Common Stock with the cumulative total return of
companies on the Standard & Poor's 500 Stock Index and the Standard & Poor's
Major Regional Bank Index.
5 YEAR TOTAL SHAREHOLDER RETURN
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Dec 1994 Dec 1995 Dec 1996 Dec 1997 Dec 1998 Dec 1999
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cullen Frost $100.00 $166.19 $227.27 $423.67 $391.39 $377.11
S&P 500 $100.00 $137.45 $168.93 $225.21 $289.43 $350.26
S&P 500 Banks (Major Regional) $100.00 $157.24 $214.71 $322.72 $356.38 $305.99
</TABLE>
ASSUMES $100 INVESTED ON 12/31/94 AND REINVESTMENT OF DIVIDENDS.
- --------------------------------------------------------------------------------
14
<PAGE> 18
- --------------------------------------------------------------------------------
PRINCIPAL SHAREHOLDERS
At December 31, 1999 the only shareholders known by the management of
Cullen/Frost to own beneficially more than five percent of the outstanding
shares of Cullen/Frost Common Stock were:
<TABLE>
<CAPTION>
INVESTMENT
VOTING AUTHORITY AUTHORITY AMOUNT OF PERCENT
--------------------------------- ------------------------------ BENEFICIAL OF
NAME AND ADDRESS SOLE SHARED NONE SOLE SHARED NONE OWNERSHIP(1) CLASS
- ------------------------------ --------- --------- --------- --------- ------ --------- ------------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cullen/Frost Bankers, Inc..... 465,117 3,240,105 1,137,012 469,707 71,236 4,301,291 4,842,234 9.2%
P. O. Box 1600
San Antonio, Texas 78296
The Frost National Bank....... 401,628 3,182,838 798,666 345,513 65,650 3,971,969 4,383,132 8.3%
P. O. Box 1600
San Antonio, Texas 78296
John Hancock Mutual........... 2,721,170 -0- -0- 2,721,170 -0- -0- 2,721,170 5.1%
Life Insurance Co.
P. O. Box 111
Boston, Massachusetts 02199
</TABLE>
- ---------------
(1) Cullen/Frost owned no securities of Cullen/Frost for its own account. All of
the shares are held by Cullen/ Frost subsidiary banks, The Frost National
Bank and United States National Bank of Galveston. Each bank has reported
that the securities registered in its name as fiduciary or in the names of
various of its nominees are owned by many separate accounts. The accounts
are governed by separate instruments which set forth the powers of the
fiduciary with regard to the securities held.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Since January 1, 1999 some of the executive officers and Directors of
Cullen/Frost, and some of their associates, are current or past customers of
Cullen/Frost subsidiary banks. Transactions with these banks have been in the
ordinary course of business. Other transactions have included, in addition to
borrowings from the subsidiary banks, the following:
1. Cullen/Frost and some of its subsidiaries have policies of
insurance written through Catto & Catto Insurance. Mr. Catto and Mr. Hayne,
both Cullen/Frost directors, are partners in the insurance company. Fees
paid by Cullen/Frost and its subsidiaries aggregated less than five percent
of the total gross revenues of Catto & Catto Insurance for its fiscal year
ended December 31, 1999.
2. The offices of the Hulen Financial Center of The Frost National
Bank are leased on a long-term basis from OPNB Building, a Texas joint
venture. During 1999, lease payments of $793,635 were made by Frost Bank to
OPNB Building J.V. Mr. R. Denny Alexander, a Director of Cullen/Frost, owns
a 30 percent interest in OPNB Building J.V.
In the opinion of management, all of the foregoing transactions had
substantially the same terms, interest rates, collateral, or risk as those
transactions with unaffiliated individuals. Additional transactions may take
place in the future.
SELECTION OF AUDITORS
(ITEM 2 ON PROXY CARD)
The Board of Directors recommends that the shareholders of the Company
approve the selection of Ernst & Young LLP, certified public accountants, as
independent auditors of Cullen/Frost. With an affirmative vote of a majority of
the shares of Cullen/Frost Common Stock present in person or by proxy at the
meeting, the Board of Directors will adopt a resolution naming Ernst & Young LLP
as independent
- --------------------------------------------------------------------------------
15
<PAGE> 19
- --------------------------------------------------------------------------------
auditors of Cullen/Frost for the fiscal year which began January 1, 2000. Ernst
& Young LLP has audited the financial statements of Cullen/Frost since 1969.
Representatives from Ernst & Young LLP will not be present at the meeting.
If any shareholder wants to ask them a question, management will ensure that the
question is sent to the independent auditors and that an appropriate response is
made directly to the shareholder.
SHAREHOLDER PROPOSALS
To be eligible under the Securities and Exchange Commission's shareholder
proposal rule (Rule 14a-8) for inclusion in Cullen/Frost's proxy statement,
proxy card, and presentation at Cullen/Frost's 2001 Annual Meeting of
Shareholders (currently scheduled to be held on May 30, 2001), a proposal of a
shareholder must be received by Cullen/Frost at its principal offices no later
than December 21, 2000. For a shareholder proposal submitted outside of the
process provided by Rule 14a-8 to be eligible for presentation at Cullen/
Frost's 2001 Annual Meeting, timely notice thereof must be received by
Cullen/Frost at least 60 days before the meeting (for a May 30, 2001 meeting,
notice is required by March 31, 2001). If the date of the 2001 meeting is
changed this date will change. This notice must be in the manner and form
required by Cullen/ Frost's by-laws.
OTHER MATTERS
Management of Cullen/Frost knows of no other business to be presented at
the meeting. If other matters do properly come before the meeting, the persons
named in the proxy will vote shares according to their best judgment unless they
are instructed differently.
By Order of the Board of Directors
/s/ STAN McCORMICK
STAN McCORMICK
Corporate Secretary
Dated: April 19, 2000
A copy of Cullen/Frost's 1999 Annual Report on Form 10-K is available
without charge (except for exhibits) upon written request to Cullen/Frost
Bankers, Inc., attention Greg Parker, 100 West Houston Street, San Antonio,
Texas 78205.
- --------------------------------------------------------------------------------
16
<PAGE> 20
<TABLE>
<S> <C> <C> <C> <C> <C>
[ ]
(1) ELECTION OF DIRECTORS FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS: FOR all [ ]
listed below for all nominees listed below nominees except those
listed below
Class I: Isaac Arnold, Jr., Harry H. Cullen, Patrick B. Frost, James L. Hayne, Robert S. McClane, Mary Beth Williamson
*Exceptions
--------------------------------------------------------------------------------------------------------------------
(2) The approval of the selection of Ernst & Young LLP as independent auditors
of Cullen/Frost for the fiscal year that began January 1, 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Address Change
[ ]
and/or Comments Mark Here
Signature should correspond with the printed name
appearing hereon. When signing in a fiduciary or
representative capacity, give full title as
such, or when more than one owner, each should sign.
Dated: , 2000
----------------------
--------------------------------------------------
(Signature of Shareholder)
--------------------------------------------------
(Signature of Shareholder)
VOTES MUST BE INDICATED (X) [ ]
IN BLACK OR BLUE INK.
PLEASE BE CERTAIN THAT YOU HAVE DATED AND SIGNED THIS PROXY. RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.
</TABLE>
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING
OF CULLEN/FROST BANKERS, INC.
The undersigned hereby revoking all proxies previously granted, appoints
T.C. FROST, RICHARD W. EVANS, JR., and PATRICK B. FROST, and each of them, with
power of substitution, as proxy of the undersigned, to attend the Annual
Meeting of Shareholders of Cullen/Frost Bankers, Inc. on May 31, 2000, and any
adjournments thereof, and to vote the number of shares the undersigned would
be entitled to vote if personally present as designated on the reverse.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN,
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, AND 2 AND AT
THE DISCRETION OF THE PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE ANNUAL MEETING.
(Continued and to be dated and signed on the reverse.)
CULLEN/FROST BANKERS, INC.
P.O. BOX 11100
NEW YORK, N.Y. 10203-0100
