SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 22)
Cullen/Frost Bankers, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
229899 10 9
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(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 398,859
6) Shared Voting Power 2,977,368**
7) Sole Dispositive Power 343,785
8) Shared Dispositive Power 70,272
9) Aggregate Amount Beneficially Owned by Each Reporting
Person. 4,486,888*
10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
11) Percent of Class Represented by Amount in Row 9.
8.7%
12) Type of Reporting Person (See Instructions). HC
* Includes 1,110,661 shares with respect to which subsidiaries of
Cullen/Frost Bankers have no voting power and 4,072,831** 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.
** Includes 2,975,203 shares held by participants of the 401(k)
Plan.
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 398,859
6) Shared Voting Power 2,977,368**
7) Sole Dispositive Power 343,785
8) Shared Dispositive Power 70,272
9) Aggregate Amount Beneficially Owned by Each Reporting
Person. 4,486,888*
10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
11) Percent of Class Represented by Amount in Row 9.
8.7%
12) Type of Reporting Person (See Instructions). BK
* Includes 1,110,661 shares with respect to which Frost Bank has
no voting power and 4,072,831**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.
** Includes 2,975,203 shares held by participants of the 401(k)
Plan.
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, 2002, Cullen/Frost Bankers
was deemed to have owned beneficially
4,486,888 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.
(b) Percent of Class:
Cullen/Frost Bankers 8.7%
Frost Bank 8.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
Cullen/Frost Bankers 398,859 shares
Frost Bank 398,859
(ii) Shared power to vote or to direct the
vote
Cullen/Frost Bankers 2,977,368** shares
Frost Bank 2,977,368**
(iii) sole power to dispose or to direct the
disposition of
Cullen/Frost Bankers 343,785 shares
Frost Bank 343,785
(iv) shared power to dispose or to direct
the disposition of
Cullen/Frost Bankers 70,272 shares
Frost Bank 70,272
These totals do not include a total of 1,110,661 shares with
respect to which Cullen/Frost Bankers and Frost Bank have no
voting power and 4,072,831** 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.
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, 2002, 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 4,486,888 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.
** Includes 2,975,203 shares held by participants of the 401(k)
Plan.
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. 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
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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.
February 10, 2003
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Date
CULLEN/FROST BANKERS, INC.
/s/ Stan McCormick
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Signature
Stan McCormick, Secretary
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Name/Title
THE FROST NATIONAL BANK
/s/ Richard Kardys
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Signature
Richard Kardys, Group Executive Vice President
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Name/Title
Exhibit A
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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 10th day of February, 2003.
CULLEN/FROST BANKERS, INC.
By /s/ Stan McCormick
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Its Secretary
THE FROST NATIONAL BANK
By /s/ Richard Kardys
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Its Group Executive Vice President
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