Filed by Cullen/Frost Bankers, Inc. pursuant to Rule 425 under the Securities Act of 1933,
as amended

Subject Company: Horizon Capital Bank

Commission File No.: 0-7275

Date: April 27, 2005

Forward-Looking Statements

   Certain statements contained in this filing that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"), notwithstanding that such statements are not specifically identified. In addition, certain statements may be contained in the future filings of Cullen/Frost Bankers, Inc. with the Securities and Exchange Commission ("SEC"), in press releases, and in oral and written statements made by or with the approval of Cullen/Frost that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) statements about the benefits of the merger between Cullen/Frost and Horizon Capital Bank, including future financial and operating results, cost savings, enhanced revenues and accretion to reported earnings that may be realized from the merger; (ii) statements of plans, objectives and expectations of Cullen/Frost or Horizon or their managements or Boards of Directors; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as "believes", "anticipates", "expects", "intends", "targeted", "continue", "remain", "will", "should", "may" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

   Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: (i) the risk that the businesses of Cullen/Frost and Horizon will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (ii) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; (iii) revenues following the merger may be lower than expected; (iv) deposit attrition, operating costs, customer loss and business disruption following the merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; (v) the ability to obtain governmental approvals of the merger on the proposed terms and schedule; (vi) the failure of Horizon's shareholders to approve the merger; (vii) local, regional, national and international economic conditions and the impact they may have on Cullen/Frost and Horizon and their customers and Cullen/Frost's and Horizon's assessment of that impact; (viii) changes in the level of non-performing assets and charge-offs; (ix) changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; (x) inflation, interest rate, securities market and monetary fluctuations; (xi) changes in the competitive environment among financial holding companies and banks; and (xii) changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which Cullen/Frost and Horizon must comply. Additional factors that could cause Cullen/Frost's results to differ materially from those described in the forward-looking statements can be found in Cullen/Frost's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters and attributable to Cullen/Frost or Horizon or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements referenced above. Forward-looking statements speak only as of the date on which such statements are made. Cullen/Frost and Horizon undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events.

Additional Information

In connection with the proposed merger with Horizon Capital Bank, Cullen/Frost Bankers, Inc. will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Horizon Capital Bank and a Prospectus of Cullen/Frost, as well as other relevant documents concerning the proposed transaction. Shareholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Cullen/Frost at the SEC's Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, at http://www.frostbank.com under the tab "About Frost" and then under the heading "Investor Relations" and then under "SEC Filings". Copies of the Proxy Statement/Prospectus and the SEC filings that will be incorporated by reference in the Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Greg Parker, Executive Vice President & Director of Investor Relations, Cullen/Frost Bankers, Inc., P.O. Box 1600, San Antonio, Texas 78296, (210) 220-5632.

On April 27, 2005, Cullen/Frost Bankers, Inc. issued a press release regarding its financial results for the quarter ended March 31, 2005. The text of the press release follows:

Greg Parker

Investor Relations

210/220-5632

     or

Renee Sabel

Media Relations

210/220-5416

FOR IMMEDIATE RELEASE

April 27, 2005

CULLEN/FROST REPORTS FIRST QUARTER

RESULTS AND TIMING OF EARNINGS CONFERENCE CALL

SAN ANTONIO - Cullen/Frost Bankers, Inc. (NYSE: CFR) today reported first quarter 2005 net income of $37.4 million, up 13.6 percent from the $32.9 million reported for the first quarter of 2004. On a per-share basis, earnings for the quarter were $.70 per diluted common share, an increase of 12.9 percent over the $.62 per diluted common share reported a year earlier. Returns on average assets and equity for the first quarter of 2005 were 1.54 percent and 18.31 percent, respectively, compared to 1.42 percent and 16.89 percent for the same quarter the previous year.

Other noted financial data for the first quarter follows:

w

   Trust fees were $14.3 million, up 9.0 percent from $13.1 million in the first quarter of 2004, primarily due to increased levels of investment fees and oil and gas trust management fees. Investment fees are assessed based on the market values of trust assets that are managed and held in custody and these values have increased from last year. The Corporation has also experienced growth in the number of new accounts since last year.

   Other income increased $1.6 million or 16.4 percent from the first quarter of last year. The increase was due to recognition of a $1.7 million distribution received from the sale of the PULSE EFT association, of which the Corporation was a member, and higher income from check card usage. The quarter a year ago included non-recurring income of $1.1 million recognized from the termination and settlement of an operational contract.

   Service charges on deposits were $19.4 million, a decrease of $2.3 million or 10.7 percent, from the same quarter a year ago as service charges on commercial accounts represented $1.9 million of the decrease. Most of the decrease related to commercial accounts resulted from lower treasury management fees due to an increase in the earnings credit rate compared to a year ago. In a rising interest rate environment, customers earn more credit for their deposit balances and this in turn reduces the amount of service charges to be paid for through fees.

   Insurance commissions and fees were $8.6 million, a decrease of $1.6 million, or 15.3 percent, from the $10.2 million reported for the same quarter a year earlier. The decrease is due in large part to the departure of certain revenue producing employees in the benefits area of our Austin insurance operations. The company remains committed to continued growth in our employee benefits business in Austin and across the state.

   Also impacting the comparison between periods was a $1.7 million net loss from securities transactions recorded in the first quarter last year.

w

Non-interest expense for the quarter was $90.5 million, a rise of 4.5 percent over the $86.6 million for the first quarter of 2004. The increase in total salaries and related employee benefits was $1.8 million and primarily the result of normal annual merit increases, as well as an increase in the number of employees. Other non-interest expense was also up $1.8 million from the first quarter of 2004, with most of the significant increases occurring in advertising and promotional expense, up $788 thousand, and professional services, up $283 thousand, from the first quarter last year.

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For the first quarter of 2005, the provision for possible loan losses was $2.4 million compared to net charge-offs for the quarter of $1.7 million. The loan loss provision for the first quarter of 2004 was $500 thousand, compared to net charge-offs of $1.4 million. Non-performing assets at quarter end were $41.1 million, compared to $50.3 million a year earlier. The allowance for possible loan losses as a percentage of loans at March 31, 2005 was 1.42 percent, compared with 1.75 percent at the end of the first quarter of 2004.

Cullen/Frost Bankers, Inc. is a financial holding company, headquartered in San Antonio, with assets of $9.8 billion at March 31, 2005. The corporation provides a full range of commercial and consumer banking products, investment and brokerage services, insurance products and investment banking services. Its subsidiary, Frost Bank, operates 78 financial centers across Texas in Austin, Boerne, Corpus Christi, Dallas, Fort Worth, Galveston, Harlingen, Houston, McAllen, New Braunfels, San Antonio and San Marcos. Founded in 1868, Frost is the largest national bank based in Texas, helping Texans with their financial needs during three centuries. Cullen/Frost Bankers' stock is traded on the New York Stock Exchange under the symbol CFR.

Cullen/Frost Bankers, Inc.

CONSOLIDATED FINANCIAL SUMMARY (UNAUDITED)

(In thousands, except per share amounts)

2005

2004

1st Qtr

4th Qtr

3rd Qtr

2nd Qtr

1st Qtr

CONDENSED INCOME STATEMENTS

Net interest income

$

90,103

$

87,888

$

83,976

$

81,242

$

78,332

Net interest income(1)

91,789

89,416

85,419

82,576

79,691

Provision for possible loan
  losses

2,400

--

--

2,000

500

Non-interest income:

 Trust fees

14,290

13,886

13,213

13,704

13,107

 Service charges on deposit
  accounts

19,367

20,855

22,409

22,468

21,683

 Insurance commissions and fees

8,610

6,536

8,048

6,234

10,163

 Other charges, commissions and
  fees

4,288

5,709

4,383

4,952

4,309

 Net gain (loss) on securities
  transactions

--

--

(1,638

)

--

(1,739

)

 Other

11,484

8,765

9,219

8,978

9,866

 Total non-interest income

58,039

55,751

55,634

56,336

57,389

Non-interest expense:

 Salaries and wages

40,000

40,588

39,836

38,855

38,760

 Employee benefits

12,037

9,568

9,532

9,592

11,484

 Net occupancy

7,344

7,157

7,524

7,364

7,330

 Furniture and equipment

5,802

5,999

5,662

5,661

5,449

 Intangible amortization

1,371

1,370

1,285

1,287

1,404

 Other

23,933

22,053

22,660

22,440

22,170

 Total non-interest expense

90,487

86,735

86,499

85,199

86,597

Income before income taxes

55,255

56,904

53,111

50,379

48,624

Income taxes

17,888

18,573

17,140

16,261

15,719

Net income

$

37,367

$

38,331

$

35,971

$

34,118

$

32,905

PER SHARE DATA

Net income - basic

$

0.72

$

0.74

$

0.70

$

0.67

$

0.64

Net income - diluted

0.70

0.71

0.68

0.65

0.62

Cash dividends

0.265

0.265

0.265

0.265

0.24

Book value at end of quarter

15.59

15.84

15.89

14.41

15.19

OUTSTANDING SHARES

Period-end shares

51,817

51,924

51,988

51,520

51,329

Weighted-average shares - basic

51,653

52,083

51,568

51,281

51,666

Dilutive effect of stock
  compensation

1,416

1,555

1,562

1,441

1,525

Weighted-average shares -
  diluted

53,069

53,638

53,130

52,722

53,191

SELECTED ANNUALIZED RATIOS

Return on average assets

1.54

%

1.52

%

1.50

%

1.43

%

1.42

%

Return on average equity

18.31

18.18

18.45

18.11

16.89

Net interest income to average
  earning assets(1)

4.29

4.04

4.09

4.02

4.03

Cullen/Frost Bankers, Inc.

CONSOLIDATED FINANCIAL SUMMARY (UNAUDITED)

2005

2004

1st Qtr

4th Qtr

3rd Qtr

2nd Qtr

1st Qtr

BALANCE SHEET SUMMARY

 ($ in millions)

Average Balance:

  Loans

$

5,286

$

5,023

$

4,844

$

4,792

$

4,630

  Earning assets

8,666

8,851

8,317

8,254

7,982

  Total assets

9,840

10,028

9,515

9,617

9,313

  Non-interest-bearing demand
   deposits

2,897

2,947

2,891

2,959

2,860

  Interest-bearing deposits

5,058

5,035

4,878

4,743

4,751

  Total deposits

7,955

7,982

7,769

7,702

7,611

  Shareholders' equity

828

839

776

758

784

Period-End Balance:

  Loans

$

5,403

$

5,165

$

4,948

$

4,813

$

4,726

  Earning assets

8,768

8,892

8,544

8,132

8,605

  Goodwill and intangible
    assets

115

117

118

112

113

  Total assets

9,849

9,953

9,825

9,570

9,990

  Total deposits

8,003

8,106

7,822

7,934

7,773

  Shareholders' equity

808

822

826

742

780

  Adjusted shareholders'
    equity(1)

849

833

822

785

758

ASSET QUALITY

  ($ in thousands)

Allowance for possible

  loan losses

$

76,538

$

75,810

$

77,114

$

80,485

$

82,587

   as a percentage of

    period-end loans

1.42

%

1.47

%

1.56

%

1.67

%

1.75

%

Net charge-offs

$

1,672

$

1,304

$

3,371

$

4,102

$

1,414

   Annualized as a percentage

    of average loans

0.13

%

0.10

%

0.28

%

0.34

%

0.12

%

Non-performing assets:

  Non-accrual loans

$

32,884

$

30,443

$

42,701

$

41,046

$

45,415

  Foreclosed assets

8,189

8,673

7,734

5,152

4,875

    Total

$

41,073

$

39,116

$

50,435

$

46,198

$

50,290

   As a percentage of:

  Total assets

0.42

%

0.39

%

0.51

%

0.48

%

0.50

%

  Total loans and

     foreclosed assets

0.76

0.76

1.02

0.96

1.06

CONSOLIDATED CAPITAL RATIOS

Tier 1 Risk-Based

  Capital Ratio

12.73

%

12.83

%

13.18

%

13.08

%

12.76

%

Total Risk-Based

  Capital Ratio

15.82

15.99

16.48

16.52

16.26

Leverage Ratio

9.51

9.18

9.62

9.12

9.21

Equity to Assets Ratio
   (period-end)

8.20

8.26

8.41

7.76

7.80

Equity to Assets Ratio
   (average)

8.41

8.37

8.15

7.88

8.42