- Amended Statement of Ownership (SC 13G/A)
January 20 2012 - 3:22PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 31)
Cullen/Frost Bankers, Inc.
(Name of Issuer)
Common Stock,
par value $0.01 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:
¨
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(1)
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Names of reporting persons S.S. or I.R.S. Identification Nos. of Above Persons.
Cullen/Frost Bankers, Inc. (Cullen/Frost Bankers)
74-1751768
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(2)
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Check the appropriate box if a
member of a group (see instructions).
(a)
¨
(b)
¨
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(3)
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SEC use only
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(4)
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Citizenship or place of
organization.
Incorporated under the laws of the State of
Texas
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5)
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Sole voting power
433,780
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(6)
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Shared voting power
3,365,261 **
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(7)
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Sole dispositive power
408,310
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(8)
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Shared dispositive power
34,819
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(9)
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Aggregate amount beneficially owned by each reporting person.
5,278,146*
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(10)
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Check if the aggregate amount in
Row (9) excludes certain shares (see instructions)
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(11)
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Percent of class represented by
amount in Row 9.
8.6%
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(12)
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Type of reporting person (see
instructions).
HC
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*
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Includes
1,479,105
shares with respect to which subsidiaries of Cullen/Frost Bankers have no voting power and
4,835,017
** 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.
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**
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Includes
3,355,761
shares held by participants of the 401(k) Plan.
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2
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(1)
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Names of reporting persons S.S. or I.R.S. Identification Nos. of Above Persons
The Frost National Bank (Frost Bank) 74-0635455
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a)
¨
(b)
¨
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(3)
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SEC use only
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(4)
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Citizenship or place of
organization.
Incorporated under the laws of the United
States
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5)
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Sole voting power
433,780
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(6)
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Shared voting power
3,365,261 **
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(7)
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Sole dispositive power
408,310
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(8)
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Shared dispositive power
34,819
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(9)
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Aggregate amount beneficially owned by each reporting person.
5,278,146*
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(10)
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Check if the aggregate amount in
Row (9) excludes certain shares (see instructions)
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(11)
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Percent of class represented by
amount in Row 9.
8.6%
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(12)
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Type of reporting person (see
instructions).
BK
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*
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Includes
1,479,105
shares with respect to which Frost Bank has no voting power and
4,835,017
** 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.
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**
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Includes
3,355,761
shares held by participants of the 401(k) Plan.
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3
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Item 1 (a)
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Name of Issuer:
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Cullen/Frost Bankers, Inc. (Cullen/Frost Bankers)
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Item 1 (b)
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Address of Issuers Principal Executive Offices:
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100 West Houston Street
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San Antonio, Texas 78205
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Item 2 (a)
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Name of Persons Filing:
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Cullen/Frost Bankers and The Frost National Bank
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(Frost Bank)
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Item 2 (b)
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Address or Principal Business Office or, if none, Residence:
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The address of Cullen/Frost Bankers and Frost Bank is 100 W. Houston Street, San Antonio, Texas 78205
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Item 2 (c)
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Citizenship:
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Cullen/Frost Bankers is incorporated under the laws of the State of Texas; Frost Bank is incorporated under the laws of the United States.
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Item 2 (d)
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Title of Class of Securities:
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Common Stock, par value $0.01 per share
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Item 2 (e)
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CUSIP Number:
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229899 10 9
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Item 3
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If this statement is filed pursuant to Rules 13d- 1(b), or 13d-2(b), check whether the person filing is a:
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(a)
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¨
Broker or Dealer registered under
section 15 of the Act
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(b)
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x
Bank as defined in section 3(a)(6)
of the Act (Note: See Items 2, 4, 6, and 7) (Frost Bank)
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(c)
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Insurance Company as defined in
sections 3(a)(19) of the Act
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(d)
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Investment Company registered under
sections 8 of the Investment Company Act
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4
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(e)
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Investment Adviser registered under
section 203 of the Investment Advisers Act of 1940
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(f)
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¨
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)
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(g)
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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)
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(h)
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¨
Group, in accordance with s
240.13d-1(b)(1)(ii)(H)
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Item 4
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Ownership:
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(a)
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Amount Beneficially Owned:
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At December 31, 2011, Cullen/Frost Bankers was deemed to have owned beneficially
5,278,146
shares of Cullen/Frost Bankers Common Stock, including -0- shares where there was a
right to acquire. Included among such shares were shares which were beneficially owned by Frost Bank, a wholly-owned subsidiary of Cullen/Frost Bankers.
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(b)
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Percent of Class:
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Cullen/Frost Bankers
8.6
% Frost Bank 8.6%
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(c)
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Number of shares as to which such person has:
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(i) sole power to vote or to direct the vote Cullen/Frost Bankers
433,780
shares Frost Bank
433,780
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(ii) Shared power to vote or to direct the vote Cullen/Frost Bankers
3,365,261
** shares Frost
Bank
3,365,261
**
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(iii) sole power to dispose or to direct the disposition of Cullen/Frost Bankers
408,310
shares Frost
Bank
408,310
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(iv) shared power to dispose or to direct the disposition of Cullen/Frost Bankers
34,819
shares Frost
Bank
34,819
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5
These totals do not include a total of
1,479,105
shares with respect to which Cullen/Frost Bankers
and Frost Bank have no voting power and **
4,835,017
shares with respect to which Cullen/Frost Bankers and Frost Bank have no dispositive power. Inasmuch as all shares described are held by subsidiaries of Cullen/Frost Bankers in a fiduciary
capacity, Cullen/Frost Bankers and Frost Bank 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.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person.
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At December 31, 2011, Frost Bank did not own securities of Cullen/Frost Bankers for their own account; but, said bank held of record in various fiduciary capacities an aggregate
of
5,278,146
shares. The Bank 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.
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**
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Includes
3,355,761
shares held by participants of the 401(k) Plan.
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6
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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All of the securities being reported on are held of record by Frost Bank. Each of such entities is an Item 3(b) entity. See Items 4 and 6.
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Item 8
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9
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Notice of Dissolution of Group.
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Not Applicable.
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Item 10
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Certification.
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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.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
January 20, 2012
Date
CULLEN/FROST BANKERS, INC.
/s/ Stan
McCormick
Signature
Stan
McCormick, Secretary
Name/Title
THE FROST NATIONAL BANK
/s/ Richard
Kardys
Signature
Richard
Kardys, Group Executive Vice President
Name/Title
7
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
20th
day of
January, 2012
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CULLEN/FROST BANKERS, INC.
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By
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/s/ Stan McCormick
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Its Secretary
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THE FROST NATIONAL BANK
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By
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/s/ Richard Kardys
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Its Group Executive Vice President
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8
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