-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KwNfLP1Q3ROSv6YvxjxgWcOPs9LZMuK+QrMI6AQB38iQaAwrQWfGgteAYHmxYmnY DNzUsHUyPATheoNHVFRcCg== 0000039263-99-000008.txt : 19990210 0000039263-99-000008.hdr.sgml : 19990210 ACCESSION NUMBER: 0000039263-99-000008 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CULLEN FROST BANKERS INC CENTRAL INDEX KEY: 0000039263 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 741751768 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-10460 FILM NUMBER: 99525250 BUSINESS ADDRESS: STREET 1: 100 W HOUSTON ST STREET 2: P O BOX 1600 CITY: SAN ANTONIO STATE: TX ZIP: 78205 BUSINESS PHONE: 2102204841 FORMER COMPANY: FORMER CONFORMED NAME: FROST BANK CORP DATE OF NAME CHANGE: 19770823 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CULLEN FROST BANKERS INC CENTRAL INDEX KEY: 0000039263 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 741751768 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 W HOUSTON ST STREET 2: P O BOX 1600 CITY: SAN ANTONIO STATE: TX ZIP: 78205 BUSINESS PHONE: 2102204841 FORMER COMPANY: FORMER CONFORMED NAME: FROST BANK CORP DATE OF NAME CHANGE: 19770823 SC 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 18) Cullen/Frost Bankers, Inc. -------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 229899 10 9 ------------- (CUSIP Number) Check the following box if a fee is being paid with this statement: /__/ CUSIP No. 229899 10 9 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons. Cullen/Frost Bankers, Inc. ("Cullen/Frost Bankers") 74-1751768 _________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions). (a) /__/ (b) /__/ __________________________________________________________________ 3) SEC USE ONLY __________________________________________________________________ 4) Citizenship or Place of Organization. Incorporated under the laws of the State of Texas __________________________________________________________________ Number of Shares Beneficially Owned by Each Reporting Person with: 5) Sole Voting Power 148,178 6) Shared Voting Power 1,541,742 7) Sole Dispositive Power 181,178 8) Shared Dispositive Power 25,526 Balances include a two for one stock split paid on June 21, 1996 to all shareholders in the class of record as of June 3, 1996. __________________________________________________________________ 9) Aggregate Amount Beneficially Owned by Each Reporting Person. 2,104,994* __________________________________________________________________ 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) __________________________________________________________________ 11) Percent of Class Represented by Amount in Row 9. 7.9% __________________________________________________________________ 12) Type of Reporting Person (See Instructions). HC __________________________________________________________________ *Includes 415,074 shares with respect to which subsidiaries of Cullen/Frost Bankers have no voting power and 1,898,290 shares with respect to which subsidiaries of Cullen/Frost Bankers have no dispositive power. Inasmuch as all shares are held by subsidiaries of Cullen/Frost Bankers in a fiduciary capacity, Cullen/Frost Bankers explicitly disclaims beneficial ownership of all such shares for purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 ("1934 Act") pursuant to the provisions of Rule 13d-4 promulgated under the 1934 Act. CUSIP No. 229899 10 9 __________________________________________________________________ 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons The Frost National Bank ("Frost Bank") 74-0635455 __________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) /__/ (b) /__/ __________________________________________________________________ 3) SEC USE ONLY __________________________________________________________________ Citizenship or Place of Organization. Incorporated under the laws of the United States __________________________________________________________________ Number of Shares Beneficially Owned by Each Reporting Person With:. 5) Sole Voting Power 106,116 6) Shared Voting Power 1,503,726 7) Sole Dispositive Power 98,557 8) Shared Dispositive Power 22,894 Balances include a two for one stock split paid to all shareholders on June 21, 1996 in the class of record as of June 3, 1996. __________________________________________________________________ 9) Aggregate Amount Beneficially Owned by Each Reporting Person. 1,851,099* __________________________________________________________________ 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) __________________________________________________________________ 11) Percent of Class Represented by Amount in Row 9. 6.9% __________________________________________________________________ 12) Type of Reporting Person (See Instructions). BK __________________________________________________________________ *Includes 241,257 shares with respect to which Frost Bank has no voting power and 1,729,648 shares with respect to which Frost Bank has no dispositive power. Inasmuch as all shares are held by Frost Bank in a fiduciary capacity, Frost Bank explicitly disclaims beneficial ownership of all such shares for purposes of Sections 13(d) and 13(g( of the Securities Exchange Act of 1934 ("1934 Act") pursuant of the provisions of Rule 13d-4 promulgated under the 1934 Act. Item 1 (a) Name of Issuer: Cullen/Frost Bankers, Inc. ("Cullen/Frost Bankers") Item 1 (b) Address of Issuer's Principal Executive Offices: 100 West Houston Street San Antonio, Texas 78205 Item 2 (a) Name of Persons Filing: Cullen/Frost Bankers and The Frost National Bank ("Frost Bank") Item 2 (b) Address or Principal Business Office or, if none, Residence: The address of Cullen/Frost Bankers and Frost Bank is 100 W. Houston Street, San Antonio, Texas 78205 Item 2 (c) Citizenship: Cullen/Frost Bankers is incorporated under the laws of the State of Texas; Frost Bank is incorporated under the laws of the United States. Item 2 (d) Title of Class of Securities: Common Stock, par value $0.01 per share Item 2 (e) CUSIP Number: 229899 10 9 Item 3 If this statement is filed pursuant to Rules 13d- 1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under section 15 of the Act (b) [x] Bank as defined in section 3(a)(6) of the Act (Note: See Items 2, 4, 6, and 7) (Frost Bank) (c) [ ] Insurance Company as defined in sections 3(a)(19) of the Act (d) [ ] Investment Company registered under sections 8 of the Investment Company Act (e) [ ] Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pensions Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see s 240.13d-1(b)(1)(ii)(F) (g) [X] Parent Holding Company, in accordance with s 340.13d-1(b)(ii)(G) (Note: See Items 2, 4, 5, and 7) (Cullen/Frost Bankers) (h) [ ] Group, in accordance with s 240.13d- 1(b)(1)(ii)(H) Item 4 Ownership: (a) Amount Beneficially Owned: At December 31, 1998, Cullen/Frost Bankers was deemed to have owned beneficially 2,104,994 shares of Cullen/Frost Bankers Common Stock, including -0-shares where there was a right to acquire. Included among such shares were 1,851,099 shares which were beneficially owned by Frost Bank and 253,895 shares which were beneficially owned by The United States National Bank of Galveston ("USNB"), Frost Bank and USNB are wholly- owned subsidiaries of Cullen/Frost Bankers. (b) Percent of Class: Cullen/Frost Bankers 7.9% Frost Bank 6.9% USNB 1.0% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote Cullen/Frost Bankers 148,178 shares Frost Bank 106,116 USNB 42,062 (ii) Shared power to vote or to direct the vote Cullen/Frost Bankers 1,541,742 shares Frost Bank 1,503,726 USNB 38,016 (iii) sole power to dispose or to direct the disposition of Cullen/Frost Bankers 181,178 shares Frost Bank 98,557 USNB 82,621 (iv) shared power to dispose or to direct the disposition of Cullen/Frost Bankers 25,526 shares Frost Bank 22,894 USNB 2,632 These totals do not include a total of 415,074 shares with respect to which Cullen/Frost Bankers, Frost Bank and USNB have no voting power and 1,898,290 shares with respect to which Cullen/Frost Bankers, Frost Bank and USNB have no dispositive power. Inasmuch as all shares described are held by subsidiaries of Cullen/Frost Bankers in a fiduciary capacity, Cullen/Frost Bankers, Frost Bank and USNB specifically disclaim beneficial ownership of all such shares for purposes of Sections 13 (d) and 13 (g) of the Securities Exchange Act of 1934 ("1934 Act") pursuant to Rule 13d-4 promulgated under the 1934 Act. Item 5 Ownership of Five Percent or Less of a Class. Not Applicable. Item 6 Ownership of More than Five Percent on Behalf of Another Person. At December 31, 1998, neither Frost Bank nor USNB owned securities of Cullen/Frost Bankers for their own account; but, said banks held of record in various fiduciary capacities an aggregate of 2,104,994 shares. Each of the banks has reported to Cullen/Frost Bankers that these securities, registered in the name of the reporting bank as fiduciary or in the names of various of their nominees, were owned by a separate instrument which sets forth the power of the reporting bank with regard to the securities held in such account. Virtually all of these accounts involved persons who have the right to receive or direct the receipt of dividends from, or the proceeds of the sale of, the securities reported in Item 4. The individual interest of each of said persons did not relate to more than five percent of the class. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. All of the securities being reported on are held of record by Frost Bank or USNB. Each of such entities is an Item 3(b) entity. See Items 4 and 6. Item 8 Identification and Classification of Members of the Group. Not Applicable. Item 9 Notice of Dissolution of Group. Not Applicable. Item 10 Certification. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature - --------- After reasonable inquiry and to the best of by knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 2, 1999 - ----------------- Date CULLEN/FROST BANKERS, INC. /s/ Diane Jack - -------------- Signature Diane Jack, Secretary - --------------------- Name/Title THE FROST NATIONAL BANK /s/ Richard Kardys - ------------------ Signature Richard Kardys, Senior Executive Vice President - ---------------------------------------- Name/Title Exhibit A --------- AGREEMENT Cullen/Frost Bankers, Inc. and The Frost National Bank do each hereby agree that the Schedule 13G, to which this Agreement is attached as Exhibit A, shall be jointly filed by such entities. IN WITNESS WHEREOF, Cullen/Frost Bankers, Inc., acting by and through a duly authorized officer, and The Frost National Bank , acting by and through a duly authorized officer, have executed this Agreement, on the 2nd day of February, 1999. CULLEN/FROST BANKERS, INC. By /s/ Diane Jack -------------- Its Secretary THE FROST NATIONAL BANK By /s/ Richard Kardys ----------------------------- Its Senior Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----