-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, brofWsRiZAAiksKbOLqwOXQ4j+itXHPzoMORr8tSj/ST2eG+AiR0kskdKbXatXyp gYpNqCopsSZUTaK33wKAZQ== 0000912480-95-000003.txt : 19950515 0000912480-95-000003.hdr.sgml : 19950515 ACCESSION NUMBER: 0000912480-95-000003 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950213 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED MISSOURI BANCSHARES INC CENTRAL INDEX KEY: 0000101382 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 430903811 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-17018 FILM NUMBER: 95509391 BUSINESS ADDRESS: STREET 1: 1010 GRAND AVE CITY: KANSAS CITY STATE: MO ZIP: 64106 BUSINESS PHONE: 8168607000 MAIL ADDRESS: ZIP: ----- FORMER COMPANY: FORMER CONFORMED NAME: MISSOURI BANCSHARES INC DATE OF NAME CHANGE: 19710915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED MISSOURI BANCSHARES INC CENTRAL INDEX KEY: 0000101382 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 430903811 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1010 GRAND AVE CITY: KANSAS CITY STATE: MO ZIP: 64106 BUSINESS PHONE: 8168607000 MAIL ADDRESS: ZIP: ----- FORMER COMPANY: FORMER CONFORMED NAME: MISSOURI BANCSHARES INC DATE OF NAME CHANGE: 19710915 SC 13G/A 1 FORM 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 UMB FINANCIAL CORPORATION (Name of Issuer) Common Stock, Par Value $1.00 Per Share (Title of Class of Securities) 902 788 108 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Page 1 of 12 Pages CUSIP NO. 902 788 108 13G Page 2 of 12 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person: UMB BANK, N.A. ("UMB") 2. Check the Appropriate box if a member of a group (a) [ ] (b) [x] 3. SEC Use Only 4. Citizenship or Place of Organization: United States Number of Shares Beneficially owned by Each Reporting Person With: 5. Sole Voting Power: 225,600. 6. Shared Voting Power: 2,034,928. Beneficial ownership is disclaimed as to the 2,034,928 shares. 7. Sole Dispositive Power: 1,563,463. 8. Shared Dispositive Power: 697,065. Beneficial ownership is disclaimed as to the 697,065 shares. 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,260,568. Beneficial ownership is disclaimed as to the 1,337,863 shares held as trustee of the UMBFC ESOP. 10. Check Box if the Aggregate Amount in Row (9) excludes Certain Shares: [ ] 11. Percent of Class Represented by Amount in Row 9: 11.90% 12. Type of Reporting Person: BK CUSIP NO. 902 788 108 13G Page 3 of 12 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person: UMB FINANCIAL CORPORATION ("UMBFC") 2. Check the Appropriate box if a member of a group (a) [ ] (b) [x] 3. SEC Use Only 4. Citizenship or Place of Organization: Missouri Number of Shares Beneficially owned by Each Reporting Person With: 5. Sole Voting Power: 0 6. Shared Voting Power: 0 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 10. Check Box if the Aggregate Amount in Row (9) excludes Certain Shares: [X] 1,337,863 shares of Issuer Common Stock are held by a subsidiary in various capacities as to which UMBFC has no voting or dispositive power. 11. Percent of Class Represented by Amount in Row 9: 0 12. Type of Reporting Person: HC CUSIP NO. 902 788 108 13G Page 4 of 12 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person: UMB FINANCIAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN ("UMBFC ESOP") 2. Check the Appropriate box if a member of a group (a) [ ] (b) [x] 3. SEC Use Only 4. Citizenship or Place of Organization: Missouri Number of Shares Beneficially owned by Each Reporting Person With: 5. Sole Voting Power: -0- 6. Shared Voting Power: 1,337,863. Beneficial ownership is disclaimed as to the 1,337,863 shares held on behalf of the UMBFC ESOP. 7. Sole Dispositive Power: 1,337,863 8. Shared Dispositive Power: -0- . Beneficial ownership is disclaimed as to the 1,337,863 shares held by the UMBFC ESOP for the benefit of participants. 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,337,863. Beneficial ownership is disclaimed as to the 1,337,863 shares held for the benefit of the UMBFC ESOP participants. 10. Check Box if the Aggregate Amount in Row (9) excludes Certain Shares: [ ] 11. Percent of Class Represented by Amount in Row 9: 7.04% 12. Type of Reporting Person: EP CUSIP NO. 902 788 108 13G Page 5 of 12 Pages Item 1(a) Name of Issuer: UMB Financial Corporation, a Missouri corporation Item 1(b) Address of Issuer's Principal Executive Offices: 1010 Grand Avenue, Kansas City, Missouri 64106 Item 2(a) Names of Persons Filing: (i) UMB Bank, N.A. ("UMB") (ii) UMB Financial Corporation ("UMBFC") (iii) UMB Financial Corporation Employee Stock Ownership Plan ("UMBFC ESOP") Item 2(b) Address of Principal Business or, if none, Residence: Both UMB and UMBFC maintain their principal executive offices at and the address for the UMBFC ESOP is 1010 Grand Avenue, Kansas City, Missouri 64106 Item 2(c) Citizenship: UMBFC is a corporation organized under the laws of the State of Missouri, UMB is a national banking association chartered by the United States and the UMBFC ESOP is a trust organized in the State of Missouri. Item 2(d) Title of Class of Securities: common stock, par value $1.00 per share (the "Common Stock") Item 2(e) CUSIP Number: 902 788 108 CUSIP NO 902 788 108 13G Page 6 of 12 Pages 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 under Section 15 of the Act (b) [ X ] Bank as defined in section 3(a)(6) of the Act (UMB) (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ] Investment Company registered under section 8 of the Investment Company Act (e) [ ] Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) [ X ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d- 1(b)(1)(ii)(F) (UMBFC ESOP) (g) [ X ] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) (Note: See Item 7) (UMBFC) (h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H) The UMBFC ESOP may be deemed to beneficially own in excess of 5% of the Issuer's Common Stock and is filing this statement as a result thereof. As trustee of the UMBFC ESOP, UMB has certain voting and dispositive powers over such shares and is filing this schedule as a result of having such powers. UMBFC owns 100% of the outstanding stock of UMB and is filing this statement solely as a result of such stock ownership which gives UMBFC control over UMB. CUSIP NO. 902 788 108 13G Page 7 of 12 Pages Item 4. Ownership. The UMBFC ESOP may be deemed to beneficially own the 1,337,863 shares (7.04%) of the Issuer's Common Stock held by the UMBFC. UMB serves as trustee of the UMBFC ESOP. UMBFC ESOP participants direct the trustee with respect to voting powers over the UMBFC ESOP shares held by the trustee but attributable to them. To the extent that participants do not issue voting instructions to the trustee shares are voted by the trustee in the discretion of the Plan's Administrative Committee. (a) Amount Beneficially Owned: 1,337,863. Beneficial ownership is disclaimed as to 1,337,863 shares held for participants of the UMBFC ESOP. (b) Percent of Class: 7.04% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: 1,337,863. Beneficial ownership is disclaimed as to 1,337,863 shares held for participants of the UMBFC ESOP. (iii) sole power to dispose or to direct the disposition of: 1,337,863. (iv) shared power to dispose or to direct the disposition of: -0-. Beneficial ownership is disclaimed as to 1,337,863 shares held for participants of the UMBFC ESOP. UMB may be deemed to beneficially own a total of 2,260,528 (11.90%) shares of Issuer Common Stock including the shares held by the UMBFC ESOP and shares held in other fiduciary capacities. As trustee, UMB may be deemed to have shared voting power and dispositive power over the UMBFC ESOP shares, although UMB disclaims beneficial ownership over the shares. With respect to the shares held in other fiduciary capacities, UMB may also be deemed to have sole voting power over 225,600 shares, shared voting power over 697,065 shares, sole dispositive power over 225,600 shares and shared dispositive power over 697,065 shares. 3,030,536 shares of Common Stock held by UMB in custodial and other capacities over which UMB has no voting or dispositive power. CUSIP NO. 902 788 108 13G Page 8 of 12 Pages Therefore, UMB may be deemed to beneficially own shares of the Issuer's Common Stock as follows: (a) Amount Beneficially Owned: 2,260,568. Beneficial ownership is disclaimed as to 1,337,863 shares held for participants of the UMBFC ESOP. (b) Percent of Class: 11.90% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 225,600 (ii) shared power to vote or to direct the vote: 2,034,928. Beneficial ownership is disclaimed as to 2,034,928 shares. (iii) sole power to dispose or to direct the disposition of: 1,563,463. (iv) shared power to dispose or to direct the disposition of: 697,065. Beneficial ownership is disclaimed as to 697,065 shares. UMBFC does not own of record any shares of the Issuer's Common Stock and does not exercise or direct the exercise of any voting or dispositive power over the shares of the Issuer's Common Stock reported herein and is precluded by applicable law from directing the exercise of such power over said shares of the Issuer's Common Stock. 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. Although the UMBFC ESOP participants generally have no direct rights or powers with respect to dividends paid on or the proceeds from the sale of shares of the Issuer's Common Stock held by the UMBFC ESOP, participants have the right to receive vested amounts representing dividends on the shares held for their accounts and elect to receive cash from proceeds their UMBFC ESOP accounts upon distribution thereof. CUSIP NO. 902 788 108 13G Page 9 of 12 Pages Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. Information as to UMB, which is jointly filing this statement with UMBFC, is presented above. Item 8 Identification and Classification of Members of the Group. Not Applicable. Item 9 Notice of Dissolution of Group. Not Applicable. Item 10 Certification. See below. CUSIP NO. 902 788 108 13G Page 10 of 12 Pages Signature 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. 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. UMB Bank, N.A. Dated: February 13,1995 By /s/David D. Miller David D. Miller, Executive Vice President and Corporate Secretary UMB Financial Corporation Dated: February 13,1995 By /s/David D. Miller David D. Miller, Executive Vice President and Corporate Secretary UMB Financial Corporation Inc. Employee Stock Ownership Plan and Trust By: UMB Bank, N.A., Trustee Dated: February 13, 1995 By /s/David D. Miller David D. Miller, Executive Vice President and Corporate Secretary Page 11 of 12 EXHIBIT INDEX Exhibit Document Page No. A. Joint Filing Agreement Page 12 of 12 EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13G to which this Exhibit is attached with respect to the Common Stock, par value $1.00 per share, of UMB Financial Corporation, a Missouri corporation, and consent to this Joint Filing Agreement being included as an Exhibit to such filing. In evidence thereof the undersigned hereby execute this Agreement this 13th day of February, 1995. UMB BANK, N.A. Dated: February 13, 1995 By /s/David D. Miller David D. Miller, Executive Vice President and Corporate Secretary UMB Financial Corporation Dated: February 13, 1995 By /s/David D. Miller David D. Miller, Executive Vice President and Corporate Secretary UMB Financial Corporation Employee Stock Ownership Plan and Trust By: UMB Bank, N.A., Trustee Dated: February 13, 1995 By /s/David D. Miller David D. Miller, Executive Vice President and Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----