SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) (IRS Employer
Identification
No.)
P.O. Box 1600
100 West Houston St.
San Antonio, Texas 78205 78296-1400
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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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Stock Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the
Act:
None
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(Title of Class)
Item 1. Description of Registrant's Securities to be
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Registered.
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On January 26, 1999, the Board of Directors of
Cullen/Frost Bankers, Inc., a Texas corporation (the
"Company"), declared a dividend payable on March 15, 1999 of
one right (a "Right") for each outstanding share of common
stock, par value $0.01 per share, of the Company held of
record at the close of business on February 8, 1999, or
issued thereafter and prior to the Separation Time (as
defined in the Rights Agreement referred to below) and
thereafter pursuant to options and convertible securities
outstanding at the Separation Time. The Rights will be
issued pursuant to a Shareholder Protection Rights
Agreement, dated as of January 26, 1999 (the "Rights
Agreement"), between the Company and The Frost National
Bank, as Rights Agent.
The description of the Rights contained in the
Company's Current Report on Form 8-K dated January 29, 1999
is hereby incorporated by reference herein.
The Rights Agreement (which includes as Exhibit A the
forms of Rights Certificate and Election to Exercise and as
Exhibit B the form of Statement of Resolution Establishing A
Series of Shares of Junior Participating Preferred Stock) is
attached hereto as an exhibit and is hereby incorporated
herein by reference. The description of the Rights
incorporated by reference to the Company's Current Report on
Form 8-K, dated January 29, 1999 is qualified in its
entirety by reference to the Rights Agreement and such
exhibits thereto.
Item 2. Exhibits.
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Exhibit No. Description
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(1) Rights Agreement.
(2) Forms of Rights Certificate and of Election
to Exercise, included in Exhibit A to the
Rights Agreement.
(3) Form of Statement of Resolution Establishing
A Series of Junior Participating Preferred
Stock, included in Exhibit B to the Rights
Agreement.
Page 2 of 3 Pages
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.
By /s/Phillip D. Green
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Name: Phillip D. Green
Title: Senior Executive
Vice President and
Chief Financial
Officer
Date: January 29, 1999
Page 3 of 3 Pages
EXHIBIT INDEX
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Exhibit
Number Description Method of Filing
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(1) Rights Agreement Filed herewith
(2) Forms of Rights Certificate and of Election Filed herewith
to exercise, include in Exhibit A to the
Rights Agreement.
(3) Form of Statement of Resolution Establishing Filed herewith
A Series of Junior Participating Preferred
Stock, included in Exhibit B to the Rights
Agreement.