0001001257-95-000001.txt : 19950926 0001001257-95-000001.hdr.sgml : 19950926 ACCESSION NUMBER: 0001001257-95-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950922 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UMB FINANCIAL CORP 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-17018 FILM NUMBER: 95575635 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: UNITED MISSOURI BANCSHARES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MISSOURI BANCSHARES INC DATE OF NAME CHANGE: 19710915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DICKINSON FINANCIAL CORP CENTRAL INDEX KEY: 0001001257 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 431487933 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1100 MAIN SUITE 350 CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8164725244 MAIL ADDRESS: STREET 1: 1100 MAIN SUITE 350 CITY: KANSAS CITY STATE: MO ZIP: 64105 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D 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) 9027 88 108 (CUSIP Number) Paul H. Shepherd President and General Counsel Dickinson Financial Corporation 1100 Main, Suite 350 Kansas City, Missouri 64105 (816) 472-5244 Copies to: William M. Schutte Polsinelli, White, Vardeman & Shalton 700 W. 47th Street, Suite 1000 Kansas City, Missouri 64112-1802 (816) 753-100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 15, 1995 (Date of Event which Requires Filing of this Statement) 1) Name of Reporting Person: Dickinson Financial Corporation ("DFC") S.S. or I.R.S. Identification Nos. of Above Person: 43-1487933 2) Check the Appropriate Box if a Member of a Group (a) XXXX (b) 3) 4) Source of Funds WC/BK/BD 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) None (Inside Cover Page) 6) Citizenship or Place of Organization: Missouri 7) Sole Voting Power 1,434,299 8) Shared Voting Power N.A. 9) Sole Disposition Power 1,434,299 10) Shared Disposition Power N.A. 11) Aggregate Amount Beneficially Owned 1,437,395 12) N.A 13) Percentage of Class 7.6% 14) Type of Reporting Person: CO Includes 501,673 shares of Common Stock owned by DFC prior to September 20, 1995; 233,626 shares of Common Stock acquired on September 20, 1995 pursuant to a Stock Purchase Agreement dated 9/15/95 between DFC and State Street Boston Corporation (the "Stock Purchase Agreement"); and options to acquire 699,000 additional shares of Common Stock (233,000 shares of Common Stock on each of December 22, 1995, March 22, 1996 and June 21, 1996) pursuant to an Option Agreement dated 9/15/95 between DFC and State Street Boston Corporation (the "Option Agreement"). Includes 3,096 shares of Common Stock owned by Livingston Life Insurance Company. (Inside Cover Page) 1) Name of Reporting Person: Livingston Life Insurance Company ("LLIC") S.S. or I.R.S. Identification Nos. of Above Person: 86-0499533 2) Check the Appropriate Box if a Member of a Group (a) XXXX (b) 3) 4) Source of Funds WC/BK/BD 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) None (Inside Cover Page) 6) Citizenship or Place of Organization: Arizona 7) Sole Voting Power 3,096 8) Shared Voting Power N.A. 9) Sole Disposition Power 3,096 10) Shared Disposition Power N.A. 11) Aggregate Amount Beneficially Owned 3,096 12) N.A 13) Percentage of Class .02% 14) Type of Reporting Person: IC (Inside Cover Page) 1) Name of Reporting Person: DFC Acquisition Corporation Two ("Acquisi- tion") S.S. or I.R.S. Identification Nos. of Above Person: 43-1670268 2) Check the Appropriate Box if a Member of a Group (a) XXXX (b) 3) 4) Source of Funds Not Applicable 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) None (Inside Cover Page) 6) Citizenship or Place of Organization: Missouri 7) Sole Voting Power N.A. 8) Shared Voting Power 1,437,395 9) Sole Disposition Power N.A. 10) Shared Disposition Power 1,437,395 11) Aggregate Amount Beneficially Owned 1,437,395 12) 13) Percentage of Class 7.6% 14) Type of Reporting Person: CO Includes 501,673 shares of Common Stock owned by DFC prior to September 20, 1995; 233,626 shares of Common Stock acquired on September 20, 1995 pursuant to a Stock Purchase Agreement dated 9/15/95 between DFC and State Street Boston Corporation (the "Stock Purchase Agreement"); and options to acquire 699,000 additional shares of Common Stock (233,000 shares of Common Stock on each of December 22, 1995, March 22, 1996 and June 21, 1996) pursuant to an Option Agreement dated 9/15/95 between DFC and State Street Boston Corporation (the "Option Agreement"). Includes 3,096 shares of Common Stock owned by LLIC. (Inside Cover Page) 1) Name of Reporting Person: Gary Dickinson ("Dickinson") S.S. or I.R.S. Identification Nos. of Above Person: ###-##-#### 2) Check the Appropriate Box if a Member of a Group (a) XXXX (b) 3) 4) Source of Funds Not Applicable 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) None (Inside Cover Page) 6) Citizenship or Place of Organization: USA 7) Sole Voting Power N.A. 8) Shared Voting Power 1,437,395 9) Sole Disposition Power N.A. 10) Shared Disposition Power 1,437,395 11) Aggregate Amount Beneficially Owned 1,437,395 12) 13) Percentage of Class 7.6% 14) Type of Reporting Person: IN Includes 501,673 shares of Common Stock owned by DFC prior to September 20, 1995; 233,626 shares of Common Stock acquired on September 20, 1995 pursuant to a Stock Purchase Agreement dated 9/15/95 between DFC and State Street Boston Corporation (the "Stock Purchase Agreement"); and options to acquire 699,000 additional shares of Common Stock (233,000 shares of Common Stock on each of December 22, 1995, March 22, 1996 and June 21, 1996) pursuant to an Option Agreement dated 9/15/95 between DFC and State Street Boston Corporation (the "Option Agreement"). Includes 3,096 shares of Common Stock owned by LLIC. (Inside Cover Page) Item 1. Security Issuer. This statement relates to the common stock, $1.00 par value (the "Common Stock") of UMB Financial Corporation (the "Issuer") whose principal executive offices are at 1010 Grand Avenue, Kansas City, Missouri 64106. Item 2. Identity and Background. Dickinson Financial Corporation ("DFC") is a Missouri corporation engaged in the principal business of owning and operating banks as a bank holding company. DFC maintains its principal business office at 1100 Main, Suite 350, Kansas City, Missouri 64105. The names, business addresses, and principal occupation or employment of DFC's executive officers and directors are: Principal Occupation Name or Employment Gary Dickinson Chairman/Director of DFC Paul H. Shepherd President/General Counsel of DFC David M. Seymour Executive V.P. of DFC Rick L. Smalley Senior V.P. of DFC Robinette Spooner Secretary/Senior Staff Counsel of DFC Dennis P. Ambroske Treasurer/CFO of DFC The business address of each person listed is Dickinson Financial Corporation, 1100 Main, Suite 350, Kansas City, Missouri 64105. Livingston Life Insurance Company ("LLIC") is an Arizona corporation engaged in the principal business of issuing and reinsuring credit life and health insurance policies. LLIC maintains its principal business office at 1100 Main, Suite 350, Kansas City, Missouri 64105. The names, business addresses, and principal occupation or employment of LLIC executive officers and directors are: Principal Occupation Name or Employment Gary Dickinson Previously Indicated Paul H. Shepher Previously Indicated David M. Seymou Previously Indicated J. Steven Brown V.P. of DFC Rick L. Smalley Previously Indicated Robinette R. Spooner Previously Indicated The business address of each person listed is Dickinson Financial Corporation, 1100 Main, Suite 350, Kansas City, Missouri 64105. LLIC is a wholly-owned subsidiary of DFC. Gary Dickinson is the President and Chief Executive Officer and sole shareholder of DFC Acquisition Corporation Two, a Missouri corporation ("Acquisition"), which owns substantially all of the voting common stock of DFC. Accordingly, Mr. Dickinson may be deemed to be a "person controlling" both DFC and LLIC. Although no written agreement or other understanding with respect to the shares of common stock exists among them, DFC, LLIC, Acquisition, and Gary Dickinson may be deemed to be members of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 and are herein after collectively referred to as the "Reporting Persons." The names, business addresses, and principal occupation or employment of Acquisition's executive officers and directors are: Principal Occupation Name or Employment Gary Dickinson Previously Indicated Paul H. Shepherd Previously Indicated David M. Seymour Previously Indicated Rick L. Smalley Previously Indicated Robinette R. Spooner Previously Indicated Dennis P. Ambroske Previously Indicated The business address of each person listed is Dickinson Financial Corporation, 1100 Main, Suite 350, Kansas City, Missouri 64105. Neither Mr. Dickinson nor any of the officers and directors of DFC, LLIC, or Acquisition, who are all citizens of the United States, have, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or have been a party, during the last five years, to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. DFC acquired 233,626 shares of Common Stock on September 20, 1995 for an aggregate purchase price of $9,111,414 pursuant to the Stock Purchase Agreement. Assuming DFC acquires the additional 699,000 shares of Issuer Common Stock, pursuant to the Option Agreement, the total amount of funds used to purchase the additional 699,000 shares of Common Stock will be $27,261,000. DFC acquired the 233,626 shares of Common Stock on September 20, 1995 using its working capital. DFC anticipates that the acquisitions of Issuer No transaction in the Common Stock has been effected by the Reporting Persons or, to the best of their knowledge, by any person identified in Item 2 to this Schedule during the past 60 days from the date of this Schedule. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. DFC acquired 233,626 shares of Common Stock from State Street Boston Corporation on September 20, 1995 at a price per share of $39.00 pursuant to the Purchase Agreement. DFC also entered into the Option Agreement with State Street Boston Corporation which provides (i) DFC with an option to purchase up to 699,000 outstanding shares of Common Stock at a price of $39 per share exercisable in increments of 233,000 shares of Common Stock on each of December 22, 1995, March 22, 1996, and June 21, 1996, and provides (ii) State Street Boston Corporation with a put option to require DFC to purchase up to 699,000 shares of the Common Stock at a price of $39 per share exercisable in increments of 233,000 shares of Common Stock on each of December 22, 1995, March 22, 1996, and June 21, 1996. Item 7. Material to be Filed as Exhibits. The following Exhibits are filed herewith: Exhibit "99.1" - Stock Purchase Agreement dated September 15, 1995 between DFC and State Street Boston Corporation. Exhibit "99.2" - Option Agreement dated September 15, 1995 between DFC and State Street Boston Corporation. Exhibit "99.3" - Joint Filing Agreement dated September 20, 1995 by and among the Reporting Persons. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. September 22, 1995 DICKINSON FINANCIAL CORPORATION By: /s/ PAUL H. SHEPHERD Paul H. Shepherd President and General Counsel LIVINGSTON LIFE INSURANCE COMPANY By: /s/ GARY DICKINSON Gary Dickinson President DFC ACQUISITION CORPORATION TWO By: /s/ PAUL H. SHEPHERD Paul H. Shepherd President /s/ GARY DICKINSON GARY DICKINSON EX-99.1 2 EXHIBIT "99.1" STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, dated September 15, 1995 is entered into by and between State Street Boston Corporation, a Massachusetts corporation with its principal offices located at 225 Franklin Street, Boston, Massachusetts 02110 (the "Seller") and Dickinson Financial Corporation, a Missouri corporation with its principal offices located at 1100 Main Street, Suite 350, Kansas City, Missouri 64105 (the "Buyer"). WHEREAS, the Seller is the owner of 233,626 fully paid and non-assessable shares of common stock of UMB Financial Corpora- tion (the "Shares"); and WHEREAS, the Seller wishes to sell to the Buyer, and the Buyer wishes to purchase from the Seller, the 233, 626 shares of common stock of UMB Financial Corporation upon the terms and conditions as set forth in this Agreement; NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Sale of the Shares. a. Sale. On September 20, 1995, the Seller shall sell the Shares to the Buyer at a price of $39.00 per share (or $9,111,414.00) in the aggregate) and the Buyer shall purchase the Shares from the Seller for such price on that date. b. Trade Execution. On September 20, 1995, the Buyer shall pay to the Seller the aggregate purchase price for the Shares in immediately available funds by wire transfer to a bank account designated by the Seller. Simultaneously with the delivery of immediately available funds as set forth in the preceding sentence, the Seller shall execute all documents necessary to effect the transfer of the Shares to the Buyer which shares shall be free and clear of any and all liens, claims, charges and encumbrances of any kind whatsoever created or suffered by Seller, excepting any such liens or claims which arise under applicable federal or state securities laws. 2. Representations and Warranties. a. Seller's Representations and Warranties. i. The Seller is a corporation duly orga- nized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts, and has full power and authority to carry on its busi- ness as now conducted, and to own its assets, prop- erty and business. ii. All corporate and other proceedings re- quired to be taken by or on behalf of the Seller to authorize the Seller to enter into and carry out this Agreement have been duly and properly taken, and this Agreement has been duly executed and deliv- ered by Seller, and constitutes a legal, valid and binding agreement of Seller. iii. The execution and delivery of this Agree- ment and the consummation of the transactions con- templated hereby do not and will not result in a default under, or violate, the Articles or By-Laws of the Seller, or any agreement to which Seller is a party or any law or regulation to which Seller is subject. b. Buyer's Representations and Warranties. The Buyer hereby represents and warrants to the Seller as follows: i. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri, and has full power and authority to carry on its business as now conducted, and to own its assets, property and business. ii. All corporate and other proceedings re- quired to be taken by or on behalf of the Buyer to authorize the Buyer to enter into and carry out this Agreement have been duly and properly taken, and this Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding agreement of Buyer. iii. The execution and delivery of this Agree- ment and the consummation of the transactions con- templated hereby do not and will not result in a default under, or violate, the Articles or By-Laws of Buyer, or any agreement to which Buyer is a party or any law or regulation to which Buyer is subject. iv. The Buyer further represents and warrants to the Seller that it intends to acquire and hold the Shares for investment, and not with a view to the distribution thereof, and that it will not transfer any of the Shares in violation of the provisions of any applicable securi- ties laws or regulations, including Rule 144 under the Securities Act of 1933. v. The Buyer represents and agrees that it shall be responsible for all transfer taxes, regis- tration fees, listing fees, and similar fees and expenses incurred in connection with the purchase of the Shares. 3. Regulatory Filings. In connection with the consummation of the transaction contemplated by this Agreement, the Buyer represents and warrants that it has made all required or appropriate notices and filings with all federal and state regulatory and govern- mental authorities and has received all necessary or appropri- ate confirmations, consents, and approvals from such federal and state regulatory and governmental authorities. Although the Seller shall cooperate in providing information or other reasonable assistance in connection with any such filings and notices, it is expressly understood and agreed that such filings and notices, to the extent that they are triggered by or otherwise arise by reason of the Buyer's acquisition or proposed acquisition of the Shares, shall be the sole responsi- bility and expense of the Buyer, and the Seller shall not be liable for, and Buyer shall indemnify Seller with respect to, any claims, losses, penalties or other costs or expenses which may result from the failure to comply with any such filling or notice requirements. In the event that any federal or state regulatory or governmental authority shall revoke or otherwise determine that Buyer is not permitted to consummate the purchase of the Shares as contemplated herein, Buyer shall be relived of any obligation to purchase the Shares under this Agreement. 4. Miscellaneous. a. Termination and Amendment. This Agreement may not be terminated, nor may any provision of this Agreement be amended, unless agreed to in writing by the parties hereto. b. Notices. All notices and other communications provided for hereunder shall be in writing (including telecopy) and, if to Seller, either mailed, telecopied, couriered or delivered to it at 225 Franklin Street, Boston, Massachusetts 02110, Attention: David A. Spina, or if to Buyer, either mailed, telecopied, couriered or delivered to it at 1100 Main Street, Suite 350, Kansas City, Missouri 64105, Attention: Paul H. Shepherd. All such notices and other communications shall, when mailed, be effective on the first Business Day after the date of receipt. c. Severability. To the extent possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision is held to be invalid, illegal or unenforceable, that provision will be ineffective only to the extent of such invalidity, illegality or unenforce- ability, without rendering invalid, illegal or unenforce- able the remainder of any such provision or the remaining provisions of this Agreement. d. Waiver. A wavier by Seller or Buyer of any term or provision of this Agreement will not be considered a waiver of that term or provision at any other time, or of any other term or provision. e. Assignment. Neither Seller nor Buyer may assign or transfer its rights or obligations under this Agreement to any other person without the other party's prior written consent. f. Entire Agreement and Governing Law. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements or represen- tations relating to the sale of the Shares and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to any applicable conflicts of laws principles. g. Counterparts. This Agreement may be executed in counterparts all of which shall be considered one and the same agreements and shall become effective when counter- parts have been signed by each of the parties and deliv- ered to the other party, it being understood that all parties need not sign the same counterpart. IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be duly executed as of the date first written above. SELLER: STATE STREET BOSTON CORPORATION By: /s/ DAVID S. SPINA Title: Vice Chairman BUYER: DICKINSON FINANCIAL CORPORATION By: /s/ GARY DICKINSON Title: Chairman EX-99.2 3 EXHIBIT "99.2" OPTION AGREEMENT THIS OPTION AGREEMENT, dated September 15, 1995 is entered into by and between State Street Boston Corporation, a Massa- chusetts corporation with its principal offices located at 225 Franklin Street, Boston, Massachusetts 02110 (the "Seller") and Dickinson Financial Corporation, a Missouri corporation with its principal offices located at 1100 Main Street, Suite 350, Kansas City, Missouri 64105 (the "Buyer"). WHEREAS, the Seller owns 699,000 fully paid and non- assessable shares of common stock of UMB Financial Corporation (the "Shares"); and WHEREAS, the Seller wishes to enter into an option arrangement with the Buyer, and the Buyer wishes to enter into an option arrangement with the Seller, with respect to the Shares upon the terms and conditions as set forth in this Agreement; NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Option Arrangement. a. Put and Call Options. It is agreed that the Buyer shall have the right to purchase from the Seller a block of 233,000 of the Shares on each of December 22, 1995, March 22, 1996, and June 21, 1996 at a price of $39.00 per share (the "Call Option"). In order to exercise a Call Option, the Buyer must provide written notice to the Seller of such intent at least ten business days prior to the specified date of the transfer of the stock as set forth in this paragraph. In the event that the Buyer does not exercise a Call Option as set forth above, the Seller shall have the right to sell to the Buyer a block of 233,000 of the Shares on each of December 22, 1995, March 22, 1996, and June 21, 1996 at a price of $39.00 per share (the "Put Option"). In order to exercise a Put Option, the Seller must provide written notice to the Buyer of such intent at least five business days prior to the specified date of the transfer of the stock as set forth above. The parties understand and agree that the value of the Put Option and Call Option are equal and that no further consideration is required with respect to the granting of the Put Option and Call Option. In the event of any change in the Shares by reason of stock dividend, stock split, merger, recapitalization, subdivision, conversion, combination, exchange of shares or similar transaction, the type and number of shares or securities to be delivered by Seller pursuant to this Agreement shall be adjusted appropriately and equitably, and proper and equitable provision shall be made so that Seller shall receive upon exercise of the Put Option or Call Option, as the case may be, the amount of cash to which it was entitled, and the Buyer shall receive the number and class of shares or other securities or property that Buyer would have held or been entitled to receive immediately after such event, if the Put option or Call Option, as the case may be, had been exercised and the transfer effected immediately prior to such event, or immediately prior to the record date for a stock split or stock dividend, as applicable. b. Trade Execution; Defaults. On each date that any portion of the Shares is transferred from Seller to Buyer, the Buyer shall pay to the Seller the aggregate purchase price for that portion of the Shares in immedi- ately available funds by wire transfer to a bank account designated by the Seller. Simultaneously with the delivery of immediately available funds as set forth in the preceding sentence, the Seller shall execute all documents necessary to effect the transfer of the relevant portion of the Shares to the Buyer which shares shall be free and clear of any and all liens, claims, charges and encumbrances of any kind whatsoever created or suffered by Seller, excepting any such liens or claims which arise under applicable federal or state securities laws. If Seller defaults in its performance of its obliga- tions hereunder and fails to cure any such default within five (5) days of the receipt of written notice of such default from Buyer, then Seller's Put Option shall terminate and be of no further force and effect. If Buyer defaults in its performance of its obligations hereunder and fails to cure any such default within five (5) days of receipt of written notice of such default from Seller, then Buyer's Call Option shall terminate and be of no further force or effect. 2. Representations and Warranties. a. Seller's Representations and Warranties. The Seller hereby represents and warrants to the Buyer as follows: i. The Seller is a corporation duly orga- nized, validly existing and in good standing un- der the laws of the Commonwealth of Massachusetts, and has full power and authority to carry on its business as now conducted, and to own its assets, property and business. ii. All corporate and other proceedings re- quired to be taken by or on behalf of the Seller to authorize the Seller to enter into and carry out this Agreement have been duly and properly taken, and this Agreement has been duly executed and deliv- ered by Seller, and constitutes a legal, valid and binding agreement of Seller. iii. The execution and delivery of this Agree- ment and the consummation of the transactions con- templated hereby do not and will not result in a default under, or violate, the Articles or By-Laws of the Seller, or any agreement to which Seller is a party or any law or regulation to which Seller is subject. b. Buyer's Representations and Warranties. The Buyer hereby represents and warrants to the Seller as follows: i. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri, and has full power and authority to carry on its business as now conducted, and to own its assets, property and business. ii. All corporate and other proceedings re- quired to be taken by or on behalf of the Buyer to authorize the Buyer to enter into and carry out this Agreement have been duly and properly taken, and this Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding agreement of Buyer. iii. The execution and delivery of this Agree- ment and the consummation of the transactions con- templated hereby do not and will not result in a default under, or violate, the Articles or By-Laws of Buyer, or any agreement to which Buyer is a party or any law or regulation to which Buyer is subject. iv. The Buyer further represents and warrants to the Seller that it intends to acquire and hold the Shares for investment, and not with a view to the distribution thereof, and that it will not transfer any of the Shares in violation of the provisions of any applicable securities laws or regulations, including Rule 144 under the Securities Act of 1933. v. The Buyer represents and agrees that it shall be responsible for all transfer taxes, regis- tration fees, listing fees, and similar fees and expenses incurred in connection with the purchase of all or any portion of the Shares. 3. Regulatory Filings. In connection with the consummation of the transactions contemplated by this Agreement, the Buyer represents and warrants that it promptly will make all required or appropriate notices and filings with all federal and state regulatory and governmental authorities. Although the Seller shall cooperate in providing information or other reasonable assistance in connection with any such filings and notices, it is expressly understood and agreed that such filings and notices, to the extent that they are triggered by or otherwise arise by reason of the Buyer's acquisition or proposed acquisition of the Shares, shall be the sole responsibility and expense of the Buyer, and the Seller shall not be liable for, and Buyer shall indemnify Seller with respect to, any claims, losses, penalties or other costs or expenses which may result from the failure to comply with any such filing or notice requirements. In the event that any federal or state regulatory or governmental authority shall fail to approve or otherwise determine that Buyer is not permitted to consummate the purchase of any portion of the Shares as contemplated herein, Buyer shall be relived of any obligation to purchase such Shares under this Agreement. 4. Miscellaneous. a. Termination and Amendment. This Agreement may not be terminated, nor may any provision of this Agreement be amended, unless agreed to in writing by the parties hereto. b. Notices. All notices and other communications provided for hereunder shall be in writing (including telecopy) and, if to Seller, either mailed, telecopied, couriered or delivered to it at 225 Franklin Street, Boston, Massachusetts 02110, Attention: David A. Spina, or, if to Buyer, either mailed, telecopied, couriered or delivered to it at 1100 Main Street, Suite 350, Kansas City, Missouri 64105, Attention: Paul H. Shepherd. All such notices and other communications shall, when mailed, be effective on the first Business Day after the date of receipt. c. Severability. To the extent possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision is held to be invalid, illegal or unenforceable, that provision will be ineffective only to the extent of such invalidity, illegality or unenforce- ability, without rendering invalid, illegal or unenforce- able the remainder of any such provision or the remaining provisions of this Agreement. d. Waiver. A waiver by Seller or Buyer of any term or provision of this Agreement will not be considered a waiver of that term or provision at any other time, or of any other term or provision. e. Assignment. Neither Seller nor Buyer may assign or transfer its rights or obligations under this Agreement to any other person without the other party's prior written consent. f. Entire Agreement and Governing Law. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements or representa- tions relating to the sale of the Shares and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to any applicable conflicts of laws principles. g. Counterparts. This Agreement may be executed in counterparts all of which shall be considered one and the same agreements and shall become effective when counter- parts have been signed by each of the parties and deliv- ered to the other party, it being understood that all parties need not sign the same counterpart. IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be duly executed as of the date first written above. SELLER: STATE STREET BOSTON CORPORATION By: /s/ DAVID A. SPINA Title: Vice Chairman BUYER: DICKINSON FINANCIAL CORPORATION By: /s/ GARY DICKINSON Title: Chairman EX-99.3 4 EXHIBIT "99.3" JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT, dated September 20, 1995 is entered into by and among Dickinson Financial Corporation, a Missouri corporation ("DFC"), Livingston Life Insurance Company, an Arizona corporation ("LLIC"), DFC Acquisition Corporation Two, a Missouri corporation ("Acquisition") and Gary Dickinson, a Missouri resident ("Dickinson"). WHEREAS, DFC, as a result of acquiring options to acquire common stock of UMB Financial Corporation, is required to file a report of beneficial ownership with the Securities Exchange Commission on Schedule 13D. WHEREAS, LLIC, Acquisition, and Dickinson, as a result of being deemed a beneficial owner of the same shares, are also required to file a statement on Schedule 13D with respect to the same securities. NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree that they will jointly file one statement containing the information required by Schedule 13D with the Securities and Exchange Commission. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of date first written above. DICKINSON FINANCIAL CORPORATION By: /s/ PAUL H. SHEPHERD Paul H. Shepherd President and General Counsel LIVINGSTON LIFE INSURANCE COMPANY By: /s/ GARY DICKINSON Gary Dickinson President DFC ACQUISITION CORPORATION TWO By: /s/ PAUL H. SHEPHERD Paul H. Shepherd President /s/ GARY DICKINSON GARY DICKINSON