<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Prospectus Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
UNITED MISSOURI BANCSHARES, INC.
.............................................................................
(Name of Registrant as Specified In Its Charter)
UNITED MISSOURI BANCSHARES, INC.
..............................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
......................................................................
2) Aggregate number of securities to which transaction applies:
......................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
......................................................................
(4) Proposed maximum aggregate value of transaction:
......................................................................
*Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
......................................................
2) Form, Schedule or Registration Statement No.:
......................................................
3) Filing Party:
......................................................
4) Date Filed:
......................................................
Notes:
<PAGE>
LOGO
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of United Missouri Bancshares, Inc. (the
"Company") will be held at the United Missouri Bank Building, 1010 Grand
Avenue, Kansas City, Missouri 64106 on April 21, 1994, at 10:00 a.m. to
consider and vote on the following matters:
1) the election of nine Class III directors to hold office until the Annual
Meeting in 1997;
2) change the name of the company to UMB Financial Corporation;
3) a reduction of the par value of the Company's common stock from $12.50
per share to $1.00 per share; and
4) such other matters as may properly come before the meeting or any
adjournments thereof.
Only shareholders of record at the close of business on March 9, 1994, will
be entitled to notice of or to vote at this meeting or any adjournments
thereof.
Whether or not you plan to attend the meeting, you are requested to sign and
date the enclosed proxy and return it promptly in the envelope enclosed for
that purpose.
By Order of the Board of Directors,
David D. Miller
Secretary
The date of this notice is March 17, 1994.
PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND MAIL IT PROMPTLY.
<PAGE>
UNITED MISSOURI BANCSHARES, INC.
1010 GRAND AVENUE
KANSAS CITY, MISSOURI 64106
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement and the accompanying form of proxy are furnished to the
shareholders of United Missouri Bancshares, Inc. (the "Company") in connection
with the solicitation of proxies by its Board of Directors (the "Board") for
use at the Annual Meeting of Shareholders to be held at the United Missouri
Bank Building, 1010 Grand Avenue, Kansas City, Missouri 64106, on April 21,
1994, at 10:00 a.m. and at any adjournments thereof (the "Annual Meeting").
Mailing of this Proxy Statement and the accompanying form of proxy is
expected to commence on March 17, 1994.
A shareholder may revoke a proxy in a later-dated proxy or other writing
delivered to the Secretary of the Company at any time before the proxy is voted
at the Annual Meeting. Attendance at the meeting will not have the effect of
revoking a proxy unless the shareholder delivers a written revocation to the
Secretary of the Company before the original proxy is voted.
The Company will bear the cost of the Annual Meeting, including all costs
relating to its solicitation of proxies.
Proxies may also be solicited by telephone, telegram or in person by
officers, directors and employees of the Company not specially engaged or
compensated for that purpose.
Brokers, dealers, banks, voting trustees, other custodians and their nominees
are asked to forward soliciting material to the beneficial owners of shares
held of record by them and, upon request, will be reimbursed for their
reasonable expenses in completing the mailing of soliciting material to such
beneficial owners.
VOTING
Shareholders at the Annual Meeting will consider and vote upon: 1) the
election of nine Class III directors to hold office until the Annual Meeting in
1997; 2) a change of the Company's name; 3) a reduction of the par value of the
Company's common stock from $12.50 per share to $1.00 per share; and 4) such
other matters as may properly come before the meeting or any adjournments
thereof.
The only voting security of the Company is its Common Stock. As of January
13, 1994, the Company had 17,625,961 outstanding shares of Common Stock.
Holders of Common Stock are entitled to cast one vote for each share held.
However, voting is cumulative in the election of directors (but not on other
matters), and each holder of Common Stock is entitled to cast as many votes as
shall equal the number of shares of Common Stock held by him multiplied by the
number of directors to be elected in any given class of directors, and he may
cast all such votes for a single nominee within a class or he may distribute
them between two or more nominees within a class as he may see fit.
In all matters other than the election of directors, assuming a quorum is
present, the affirmative vote of the majority of shares that are entitled to
vote on the matter and that are represented at the Annual Meeting by
shareholders who are present in person or represented by a proxy is required
for approval. A majority of shares that are entitled to vote at the Annual
Meeting must be represented at the Annual Meeting by shareholders who are
present in person or represented by a proxy in order to have a quorum of such
shares. The directors shall be elected by an affirmative vote of the plurality
of shares that are entitled to vote on the
<PAGE>
election of directors and that are represented at the Annual Meeting by
shareholders who are present in person or represented by a proxy. In
determining the number of shares that have been affirmatively voted for a
particular matter, shares not represented at the Annual Meeting, shares
represented by shareholders that abstain from voting, and shares held by
nominees for which no voting instructions on the matter being voted upon have
been given by the beneficial owner and the nominee does not have discretionary
authority to vote, although the beneficial owner has given voting instructions
on other matters, including broker non-votes, are not considered to be votes
affirmatively cast, which is equivalent to a vote against the proposal.
Abstentions will have the effect of a vote against any of the proposals to
which the abstention applies.
Only shareholders of record at the close of business on March 9, 1994, the
record date for the Annual Meeting, are entitled to receive notice of and to
vote at the Annual Meeting.
All shares represented by proxies solicited hereunder will be voted in
accordance with the specifications of the shareholders executing such proxies.
If a shareholder does not specify how a proxy solicited hereunder is to be
voted, the shares represented thereby will be voted FOR the election of
management's nominees for directors; FOR the change of the name of the company;
FOR a reduction of the par value of the Company's common stock from $12.50 a
share to $1.00 per share; and in accordance with the discretion of the person
to whom the proxy is granted upon other matters that come before the meeting.
This Proxy Statement solicits discretionary authority to vote cumulatively for
the election of directors, and the accompanying form of proxy grants such
authority.
PRINCIPAL SHAREHOLDERS
The following persons owned of record or beneficially more than five percent
of the outstanding voting securities of the Company at the close of business on
January 13, 1994:
<TABLE>
<CAPTION>
NUMBER OF SHARES
HELD OF RECORD AS NUMBER OF
A FIDUCIARY BUT NOT SHARES OWNED
NAME AND ADDRESS OWNED BENEFICIALLY PERCENT BENEFICIALLY PERCENT
---------------- ------------------- ------- ------------ -------
<S> <C> <C> <C> <C>
United Missouri Bank,
n.a......................
1010 Grand Avenue
Kansas City, Missouri 2,754,246(1) 15.63 1,302,964(2) 7.39
R. Crosby Kemper..........
1010 Grand Avenue
Kansas City, Missouri 0 0 2,979,630(3) 16.90
ESOP of United Missouri
Bancshares, Inc..........
1010 Grand Avenue
Kansas City, Missouri 0 0 1,144,768(4) 6.49
IFTC Holdings Inc. and
Affiliates...............
127 West 10th Street
Kansas City, Missouri 0 0 885,115 5.02
</TABLE>
- --------
(1) Held by United Missouri Bank, n.a. ("UMB, n.a."), an affiliate bank of the
Company, in agency accounts and may be voted only upon instructions from
the beneficial owners or are held in trusts and estates and may be voted
only upon the instructions of persons having voting control (see footnote
[3]). Shares reported do not include shares held by UMB, n.a. as trustee of
the Company's ESOP (see footnote [4]).
(2) Includes 762,068 shares that may be voted only in conjunction with co-
fiduciaries, and UMB, n.a. disclaims beneficial ownership of these shares.
Also includes 540,896 shares held in trusts and estates for which UMB, n.a.
is the sole fiduciary; however, UMB, n.a. has elected not to vote such
shares and disclaims beneficial ownership thereof.
(3) Includes 36,701 shares held beneficially by him as custodian for a minor
child, 14,625 shares held by Mary S. Kemper (wife of R. Crosby Kemper),
presently exercisable options to acquire 6,553 shares granted under the
Company's 1981 and 1992 Incentive Stock Option Plans and 1,314 shares held
under the Company's ESOP Plan for which he has voting rights. Includes
119,170 shares held by Kemper
2
<PAGE>
Realty Company, 133,279 shares held by Pioneer Service Corporation, 53,757
shares held by Stagecoach, Inc., and 539,573 shares held by Stagecoach
Investments, L.P. Also includes 686,381 shares held in various trusts for
which he has or shares voting powers. Of this number, 245,147 shares are
held in trusts established under the will of Rufus Crosby Kemper, and 25,366
shares are held in the Enid and Crosby Kemper Foundation. In both cases, the
shares may be voted by UMB, n.a. as trustee but only upon the direction of
R. Crosby Kemper, Mary S. Kemper and Malcolm M. Aslin, or any two of them.
Also 132,034 shares are held in trusts established under the will of Enid J.
Kemper and may be voted by UMB, n.a. as trustee but only upon the direction
of R. Crosby Kemper; 261,738 shares are owned beneficially by the R.C.
Kemper, Sr. Charitable Trust and Foundation but may be voted only by the co-
trustees, R. Crosby Kemper, R. Crosby Kemper III and Alexander C. Kemper;
22,096 shares are owned beneficially by the R.C. Kemper, Jr. Charitable
Trust and Foundation and may be voted by R. Crosby Kemper, Mary S. Kemper
and R. Crosby Kemper III, trustees, or any two of them.
(4) Held by UMB, n.a. as trustee for the benefit of eligible employees of the
Company and all its subsidiaries under the Company's ESOP. Participants
have the right to direct the voting of shares attributable to their
accounts. All shares not so directed are voted in accordance with the
instructions of the Administrative Committee of the ESOP.
STOCK BENEFICIALLY OWNED BY DIRECTORS AND NOMINEES
(AS OF CLOSE OF BUSINESS ON JANUARY 13, 1994)
<TABLE>
<CAPTION>
TOTAL PERCENT OF
NAME SHARES CLASS
---- --------- ----------
<S> <C> <C>
Malcolm M. Aslin........ 305,860(1) 1.74
Paul D. Bartlett, Jr.... 73,999(2) *
Thomas E. Beal.......... 15,266(3) *
H. Alan Bell............ 167,160(4) *
David R. Bradley, Jr.... 6,840(5) *
Newton A. Campbell...... 1,650 *
Thom R. Cooper.......... 15,039(6) *
William Terry Fuldner... 888(7) *
Charles A. Garney....... 353,329(8) 2.00
Peter J. Genovese....... 29,702(9) *
C. N. Hoffman, Jr....... 173,198(10) *
Alexander C. Kemper..... 411,502(11) 2.33
R. Crosby Kemper........ 2,979,630(12) 16.90
R. Crosby Kemper III.... 311,659(13) 1.77
Daniel N. League, Jr.... 1,200(14) *
William J. McKenna...... 7,380(15) *
Roy E. Mayes............ 275(16) *
John H. Mize, Jr........ 30 *
Mary Lynn Oliver........ 296,578 1.68
W. L. (Barry) Orscheln.. 21,600(17) *
Alan W. Rolley.......... 173,676 *
Lawrence E. Russell..... 9,751(18) *
Joseph F. Ruysser....... 65,597(19) *
Thomas D. Sanders....... 19,004(20) *
Herman R. Sutherland.... 63,716(21) *
E. Jack Webster, Jr..... 50,474(22) *
J. Lyle Wells, Jr....... 26,018(23) *
John E. Williams........ 1,830(24) *
All executive officers
and directors as a
group.................. 4,623,596(25) 26.23
</TABLE>
- --------
*Less than 1%
3
<PAGE>
(1) Includes 379 shares held jointly by his wife and mother-in-law, 1,436
shares held as custodian for minor children and 270,513 shares held in
trusts in which he shares investment and voting authority with R. Crosby
Kemper and Mary S. Kemper (see Footnote [3] under Principal Shareholders,
page 3). Also includes 14,825 shares for which options are exercisable, and
7,836 shares under the Company's ESOP for which he has voting rights.
(2) Sole trustee of personal trust owning 2,236 shares; voting power shared
with two other trustees on 2,500 shares owned by Bartlett and Company
Profit Sharing Trust and with two other directors on 14,987 shares owned by
Bartlett and Company and 54,276 shares owned by Bartlett Enterprises, Inc.
(3) Includes 3,355 shares owned by his wife and 10,263 shares held in a trust
established for the benefit of he and his wife.
(4) Includes 48,270 shares owned by his wife.
(5) Includes 1,999 shares owned by him as trustee under his father's will.
(6) Includes 1,811 shares owned by his wife and 528 shares held by him as co-
trustee.
(7) Includes 444 shares held by his wife.
(8) Includes 208,182 shares owned by Missouri Rental Machinery Company, over
which he has voting power by virtue of his position as President.
(9) Includes 13,387 shares for which options are exercisable, 7,062 shares
under the Company's ESOP for which he has voting rights and 400 shares held
jointly with his mother and brother.
(10) Includes 171,198 shares held in four family trusts.
(11) Includes 979 shares for which options are exercisable, 307 shares under
the Company's ESOP for which he has voting rights, and 261,738 shares held
in trust in which he shares investment and voting authority with R. Crosby
Kemper and R. Crosby Kemper, III (see Footnote [3] under Principal
Shareholders, page 3). Also includes 24,000 shares held in six other
trusts in which he shares voting and dispositive authority with other
family members, and 119,170 shares held by Kemper Realty Company by virtue
of his position as President.
(12) See Footnote [3] under Principal Shareholders, page 3.
(13) Includes 283,834 shares held in trust in which he shares investment and
voting authority with R. Crosby Kemper and Mary S. Kemper or Alexander C.
Kemper (See Footnote [3] under Principal Shareholders, page 3). Also
includes 24,000 shares held in six other trusts in which he shares voting
and dispositive authority with other family members, and 54 shares under
the Company's ESOP for which he has voting authority.
(14) Includes 1,100 shares held by the Pioneer Astro Industries, Inc. Profit
Sharing Trust, of which Mr. League is the trustee.
(15) Includes 5 shares held as custodian for a minor child.
(16) All such shares are held for his benefit in the Carmar, Inc. Profit
Sharing Trust.
(17) Has voting power over all such shares owned by Orscheln Management
Company, by virtue of his position as President.
(18) Includes 3,314 shares under the Company's ESOP for which he has voting
rights, and 3,425 shares for which options are exercisable.
(19) Includes 58,615 shares held by a partnership over which he has voting
power and 395 shares held by Company's ESOP.
(20) Includes 17,700 shares owned by MMC CORP, by virtue of his position as
Chairman and Chief Executive Officer and 970 shares held by him as
trustee.
(21) Includes 2,785 shares owned by his wife and 3,477 shares as custodian for
a minor, and 1,749 shares held in trusts.
(22) Includes 5,917 shares owned by his wife.
(23) Includes 118 shares owned by his wife, 3,896 shares under the Company's
ESOP for which he has voting rights and 5,090 shares for which options are
exercisable.
4
<PAGE>
(24)Includes 550 shares owned by his wife.
(25) The 270,513 shares for which R. Crosby Kemper, Mary S. Kemper and Malcolm
M. Aslin are co-trustees; the 261,738 shares for which R. Crosby Kemper,
R. Crosby Kemper, III and Alexander C. Kemper are co-trustees, the 22,096
shares for which R. Crosby Kemper, Mary S. Kemper and R. Crosby Kemper III
are co-trustees, the 24,000 shares held in six trusts over which Alexander
C. Kemper and R. Crosby Kemper III have shared authority, and the 119,170
shares held by Kemper Realty Company have been included only once in this
total. Includes 45,059 shares for which options are exercisable and 23,729
shares held under the Company's ESOP for which the officers have voting
rights.
ELECTION OF DIRECTORS
For a number of years the Company has maintained a practice of nominating
individuals for Board membership from various communities served by its banking
subsidiaries. On January 20, 1994 the Board of Directors amended the by-laws to
increase membership of the Board from twenty-five to twenty-six. At that same
meeting the Board elected R. Crosby Kemper III to fill the newly created
vacancy as a class III Director.
The shareholders will elect nine directors to serve in Class III until the
Annual Meeting in 1997; or until their respective successors are duly elected
and qualified. Each shareholder is entitled to cast as many votes as shall
equal the number of shares of Common Stock held by him multiplied by the number
of directors to be elected in any given class of directors, and he may cast all
such votes for a single nominee within a class or he may distribute them
between two or more nominees within a class as he may see fit.
Each nominee has consented to be named as a nominee in this Proxy Statement
and to serve as a director, if elected. It is not anticipated that any nominee
will become unavailable for election; however, if any nominee(s) should
unexpectedly become unavailable for election, the shares represented by the
proxy will be voted for such substitute nominee(s) as the Board may name.
5
<PAGE>
INFORMATION ABOUT DIRECTORS AND NOMINEES
The following schedule sets forth information about the nominees and about
the present directors of the Company who will continue in office. With the
elections at the Annual Meeting, Class I directors will serve until 1995, Class
II directors will serve until 1996 and Class III directors will serve until
1997.
NOMINEES FOR ELECTION
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME AGE POSITION WITH THE COMPANY SINCE EXPIRING
---- --- ------------------------- -------- --------
<S> <C> <C> <C> <C>
CLASS III
Malcolm M. Aslin............... 46 President and Director 1981 1997
H. Alan Bell................... 55 Director 1993 1997
Charles A. Garney.............. 62 Director 1979 1997
R. Crosby Kemper III........... 43 Director 1994 1997
Daniel N. League, Jr........... 58 Director 1991 1997
John H. Mize, Jr............... 54 Director 1986 1997
Alan W. Rolley................. 61 Director 1993 1997
Thomas D. Sanders.............. 49 Director 1991 1997
Herman R. Sutherland........... 81 Director 1971 1997
DIRECTORS WHO WILL CONTINUE IN OFFICE
Paul D. Bartlett, Jr........... 74 Director 1977 1995
Thomas E. Beal................. 63 Director 1983 1996
David R. Bradley, Jr........... 44 Director 1983 1995
Newton A. Campbell............. 65 Director 1986 1995
Thom R. Cooper................. 80 Director 1985 1995
William Terry Fuldner.......... 66 Director 1985 1995
Peter J. Genovese.............. 47 Vice Chairman and Director 1979 1995
C.N. Hoffman, Jr............... 75 Director 1993 1995
Alexander C. Kemper............ 28 Director 1992 1995
R. Crosby Kemper............... 67 Chairman, Chief Executive 1969 1996
Officer and Director
Roy E. Mayes................... 59 Director 1988 1996
William J. McKenna............. 67 Director 1984 1996
Mary Lynn Oliver............... 54 Director 1993 1995
William L. Orscheln............ 43 Director 1989 1996
Joseph F. Ruysser.............. 36 Director 1993 1996
E. Jack Webster, Jr............ 73 Director 1985 1996
John E. Williams............... 67 Director 1987 1996
</TABLE>
Mr. Aslin has served as President of the Company since 1982. He also has
served as President of United Missouri Bank, n.a. from 1985 to January, 1994
and as Chairman since that date.
Mr. Bartlett has served as Chairman of the Board of Bartlett and Company
since 1968.
Mr. Beal has served as President of Beal Properties, Inc. (formerly
International Villages, Inc.) since 1967 and of Beal Broadcasting Co. since
1991.
Mr. Bell has served as Chairman of UMB Citizens Bank of Manhattan, Kansas
since January, 1994. Prior to that he served as Chairman and President of
Citizens Bank and Trust Co. in Manhattan, Kansas, from 1986 to 1994 and as
President from 1963 to 1994.
Mr. Bradley has served as President and Editor of the News-Press and Gazette
Company, St. Joseph, Missouri, since 1981.
6
<PAGE>
Mr. Campbell serves as Chairman Emeritus of Burns & McDonnell Engineering
Company. He served as Chairman of the Board and Chief Executive Officer of that
company from 1986 until December, 1993.
Mr. Cooper has served as Chairman of the Board of Jack Cooper Transport
Company, Inc. since 1985.
Mr. Fuldner has served as Chairman of the Board and Chief Executive Officer
of EFCO CORPORATION since 1953.
Mr. Garney has served as President and Director of Garney Companies, Inc.
since 1961.
Mr. Genovese has served as Vice Chairman of the Board of the Company since
1982. He has also served as Chairman and CEO of United Missouri Bank of St.
Louis, n.a. since 1979.
Mr. Hoffman has served as Chairman of UMB National Bank of America since
1993. Prior to that he served as Chairman of National Bank of America at
Salina, Salina, Kansas, from 1988 to 1993.
Mr. Alexander C. Kemper, a son of R. Crosby Kemper, has served as President
of United Missouri Bank, n.a. since January, 1994. He has been employed by
United Missouri Bank, n.a. since 1986 and has served as an officer since 1988.
Mr. R. Crosby Kemper has served as Chairman of the Board and Chief Executive
Officer of the Company since 1972. He also has served as Chairman of the Board
of United Missouri Bank, n.a. from 1967 until January, 1994 and as Chief
Executive Officer since that date.
Mr. R. Crosby Kemper III, a son of R. Crosby Kemper, has served as President
of United Missouri Bank of St. Louis, n.a. since November, 1993. Prior to that
he served as an officer of United Missouri Bank, n.a. since September, 1991.
From 1989 to 1991 he was self employed.
Mr. League has served as Chairman of the Board, President and Chief Executive
Officer of Pioneer Astro Industries, Inc. since 1974.
Mr. McKenna has served as Chairman, President and Chief Executive Officer of
Kellwood Company since 1991, having previously served as President and CEO
since 1984. Mr. McKenna is a director of Genovese Drug Stores, Inc. and
Kellwood Company.
Mr. Mayes has served as Chairman of the Board and President of Carmar, Inc.
since 1965.
Mr. Mize has served as President and Chief Executive Officer of the Blish-
Mize Company since 1982.
Mrs. Oliver served as Chairman of Russell State Bank and of Security State
Bank from 1984 to 1994.
Mr. Orscheln has served as President of Orscheln Management Company since
1990, when he was promoted from Vice President of Finance, a position he had
held since 1987.
Mr. Rolley has served as Chairman of UMB Highland Park Bank in Topeka, Kansas
since 1993. Prior to that he served as Chairman of Highland Park Bank and North
Plaza State Bank, both in Topeka, Kansas, from 1965 and 1972, respectively
until 1993.
Mr. Ruysser has been a partner in J and B Investments since prior to 1989. In
addition, he served as Chairman and Chief Executive Officer of Commercial
National Bank, Kansas City, Kansas, from May, 1992 to September 1993. Mr.
Ruysser also served as President and Chief Operating Officer of CNB Financial
Corporation from April 1990 to September 1993, having previously served as an
Executive Vice President from 1989 to 1990.
Mr. Sanders has served as Chairman of the Board and Chief Executive Officer
of MMC CORP since 1991. He previously served as Chairman of the Board and
President of Midwest Mechanical Contractors, Inc. from 1985 through 1990.
7
<PAGE>
Mr. Sutherland has served as a Managing Partner of Sutherland Lumber Company
since 1941.
Mr. Webster has served as Chairman of the Board and Chief Executive Officer
of Petrol Properties, Inc. since 1957. He is a director of Adams Resources and
Energy, Inc.
Mr. Williams has served as Chairman of the Board and Chief Executive Officer
of H.E. Williams, Inc. since 1989, having previously served as President since
1973.
CHANGE OF COMPANY NAME
The Board of Directors has passed a Resolution recommending that the
shareholders approve a change of the Company's name to UMB Financial
Corporation. This change to the Articles of Incorporation would be effective
immediately upon filing amended Articles of Incorporation with the Missouri
Secretary of State which management anticipates doing as soon as practicable
after the shareholder's meeting. No other change in the Articles is
anticipated.
Since 1971 the Company has operated under the name of United Missouri
Bancshares, Inc. In 1987 the Company acquired two banks in the state of
Illinois. Banks located in the state of Colorado were acquired in 1991 and
1992, and in 1993 twelve Kansas banks were acquired. In view of the significant
geographical expansion of the Company's operations the Board of Directors felt
it was in the best interests of the Company to have a name that is not
geographically restrictive.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE
PROPOSAL TO CHANGE THE NAME OF THE CORPORATION.
CHANGE OF PAR VALUE OF COMPANY'S COMMON STOCK
The Board of Directors has passed a Resolution recommending that the
shareholders approve a reduction of the par value of the Company's Common Stock
from Twelve Dollars and Fifty Cents ($12.50) to One Dollar ($1.00) per share.
This change to the Articles of Incorporation would be effective immediately
upon filing amended Articles of Incorporation with the Missouri Secretary of
State which management anticipates doing as soon as practicable after the
shareholder's meeting.
This change would have the effect of reducing the franchise tax currently
assessed on the Company by the State of Missouri. The adoption of the proposed
amendment will not affect any preferences, qualifications, limitations,
restrictions or relative rights of any shares of Company stock.
If the shareholders approve, the Company intends to make an accounting
adjustment for purposes of Missouri corporation law. An amount equal to the
difference between the total par value of all issued Common Stock immediately
prior and immediately after the effectiveness of the proposed amendment will be
transferred from the Company's common stock account to the capital surplus
account. The total amount of shareholders' equity of the Company shall remain
unchanged.
If this proposal is approved by the shareholders, no certificates for shares
of Company Common Stock shall be exchanged. Instead, each existing share of
Common Stock with a par value of Twelve Dollars and Fifty Cents ($12.50) shall,
upon effectiveness of the proposed amendment, become a share of Common Stock of
a par value of One Dollar ($1.00), and there shall be no reduction in the
number of authorized shares.
The affirmative vote of a majority of the Company's issued and outstanding
shares of Common Stock is required to approve the proposed amendment.
Dissenting votes will not create any rights on the part of the dissenters.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE
PROPOSAL TO REDUCE THE PAR VALUE OF THE COMPANY'S COMMON STOCK.
8
<PAGE>
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who beneficially own more than 10% of the
Company's Common Stock to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and the National Association of
Securities Dealers. Officers, directors and greater-than-10% beneficial owners
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file. Based solely on a review of the copies of such
forms furnished to the Company, and written representations that no Forms 5
were required, the Company believes that during 1993 all Section 16(a) filing
requirements applicable to its officers, directors and greater-than-10%
beneficial owners were complied with; except that Mr. H. Alan Bell was one
month late in filing his Form 4 following the acquisition of UMB Citizens Bank
and Trust Company, Mr. W.L. (Berry) Orscheln was three months late in filing
Form 4 following purchase of 6,600 shares by Orscheln Management Company, Mr.
Thom Cooper was five days late in filing a Form 4 following his purchase of 100
shares of Company stock, and Mr. Alexander Kemper was two days late in filing a
Form 4 following his purchase of 300 shares.
CERTAIN TRANSACTIONS
The directors, officers, nominee directors and companies with which they are
associated were customers of and had banking transactions with the Company's
affiliate banks in the ordinary course of each respective bank's business
during 1993. Such relationships continue to be conducted on substantially the
same terms, including interest rates and collateral, as those prevailing at the
same time for comparable transactions with other persons and do not involve
more than normal risk of collectibility or present other unfavorable terms.
Messrs. Aslin, R. Crosby Kemper, Alexander C. Kemper, R. Crosby Kemper III
and Wells, who are executive officers and directors of the Company or its
affiliates and certain other members of Mr. R. Crosby Kemper's family own a
majority of the stock of Pioneer Service Corporation. During 1992, Pioneer
Service Corporation leased real estate to the Company and its subsidiaries on
terms no less favorable to the Company than that which could be obtained from
non-affiliated parties. In December, 1993, $115,100 was paid as rent for 1994.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has appointed from among its members an Audit
Committee and an Officers Salary and Stock Option Committee. The Board has not
appointed a Nominating Committee.
The Audit Committee, among other functions, reviews the nature and scope of
the audit, reviews the accounting practices and control systems of the Company
and reviews the qualifications and performance of the auditing firm. Present
members of the committee are Thomas E. Beal, Newton A. Campbell, Charles A.
Garney, and Daniel N. League, Jr. The Officers Salary and Stock Option
Committee is responsible for setting and administering overall compensation
policy and setting compensation levels for senior officers. Members of the
committee during 1993 were Paul D. Bartlett, Jr., Charles A. Garney, William J.
McKenna, Thomas D. Sanders and Herman R. Sutherland.
In addition to the regularly scheduled meetings of the Board of Directors, an
Executive Committee appointed by the Board of Directors meets periodically.
This committee takes action on matters in lieu of the Board of Directors and
reports such action taken to the Board at its next scheduled meeting for
ratification. Present members of the committee are R. Crosby Kemper, Chairman,
Malcolm M. Aslin, Peter J. Genovese, Alexander C. Kemper, R. Crosby Kemper III,
Geoffrey E. Lind, Richard A. Renfro, James A. Sangster, William C. Tempel and
J. Lyle Wells, Jr.
In addition to the five meetings of the Board of Directors, the Executive
Committee held eighteen meetings or took action in lieu of meetings. The Audit
Committee met four times, and the Officers Salary and Stock Option Committee
met twice in 1993. All directors attended at least 75 percent of the meetingsof
the Board and committees upon which they served except Roy E. Mayes, William J.
McKenna andW.L. (Berry) Orscheln.
9
<PAGE>
EXECUTIVE COMPENSATION
I. SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION (AWARDS)
-------------------------------- ------------
NAME AND PRINCIPAL OTHER ANNUAL ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS(#) COMPENSATION
------------------ ---- ------- ------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
R. Crosby Kemper 1993 578,974 -- 52,366(1) 2,676 --
Chairman and CEO 1992 560,950 -- -- 2,600 28,507(2)
1991 530,011 -- -- 3,104
Malcolm M. Aslin 1993 306,773 -- -- 1,000 --
President and COO 1992 296,263 -- -- 1,600 16,787(3)
1991 280,231 -- -- 1,540
Peter J. Genovese 1993 219,474 -- -- 1,000
Vice Chairman 1992 212,112 -- -- 1,200 11,295(4)
1991 199,454 -- -- 1,540
Lawrence E. Russell 1993 112,230 85,000 -- 300
Divisional Executive 1992 108,932 75,000 -- 400 9,795(5)
Vice President 1991 104,712 70,000 -- 440
United Missouri Bank, n.a.
J. Lyle Wells 1993 172,910 -- -- 400
Vice Chairman 1992 168,768 -- -- -- 13,643(6)
United Missouri Bank, n.a. 1991 164,548 -- -- --
</TABLE>
- --------
(1) Value of the personal use of a company owned automobile plus reimbursement
for attendant tax liability.
(2) Includes a split dollar insurance premium of $16,320, which includes $7,153
attributable to term life insurance coverage, and a contribution to the
Company Profit Sharing Plan of $ .
(3) Includes a split dollar insurance premium of $4,600, which includes $341
attributable to term life insurance coverage, and a contribution to the
Company Profit Sharing Plan of $ .
(4) Profit Sharing Plan contribution of $ .
(5) Profit Sharing Plan contribution of $ .
(6) Includes split dollar insurance premium of $4,656, which includes $1,622
attributable to term life insurance coverage, and a contribution to the
Company Profit Sharing Plan of $ .
II. OPTION GRANTS IN 1993
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
----------------------------------------- --------------------------
% OF TOTAL
OPTIONS
GRANTED TO EXERCISE
EMPLOYEES PRICE EXPIRATION
NAME GRANTED IN 1992 (PER SHARE) DATE 5% 10%
---- ------- ---------- ---------- ---------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
R. Crosby Kemper (1) 2,676 17.3% $41.11 Dec. 1998 $ 27,647 $ 61,051
Chairman and CEO
Malcolm M. Aslin 1,000 6.5% 37.375 Dec. 2003 23,504 59,566
President and COO
Peter J. Genovese 1,000 6.5% 37.375 Dec. 2003 23,504 59,566
Vice Chairman
Lawrence E. Russell 300 1.9% 37.375 Dec. 2003 7,051 17,870
Divisional Executive
Vice President
United Missouri Bank, n.a.
J. Lyle Wells 400 2.6% 37.375 Dec. 2003 9,402 23,826
Vice Chairman
United Missouri Bank, n.a.
All shareholders as a group (2) $414,210,060 $1,047,683,400
</TABLE>
10
<PAGE>
- --------
(1) By virtue of Mr. Kemper's having voting rights over more than 10% of the
Company's common stock there is a 10% premium on his exercise price and his
option period cannot exceed five years from date of grant.
(2) Increase in value of shares presently held by all shareholders assuming 5%
and 10% compound rates of return over the ten year life of options granted
in 1993. Using a Base Price of $37.375 per share, a 5% compound rate of
return (excluding cash dividends) would result in a per share price of
$60.875 after ten years. Assuming a 10% compound rate of return (excluding
cash dividends) the per share price would be $97.00 after ten years.
Except as noted in the footnote, all options are granted for a term of ten
years. The Stock Option Plan provides for delayed vesting according to the
following schedule: two years from grant of option--40%; three years--60%; four
years--80%; and four years and eleven months--100%. All options granted since
1989 give the Company the right to recover benefits derived by the exercise of
an option by an employee within two years of his or her employment by a
competitor. Both of these features are intended to encourage long term
commitments by key officers.
III. AGGREGATED OPTION EXERCISES IN 1993, AND OPTION VALUES AT DECEMBER 31,
1993.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1993 (#) DECEMBER 31, 1993
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE (#) REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------ -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
R. Crosby Kemper (1) 4,274 $56,801 6,553/9,523 $ 47,762/$27,321
Chairman and CEO
Malcolm M. Aslin 1,000 16,140 14,825/4,954 190,165/22,780
President and COO
Peter J. Genovese 900 20,673 13,387/4,444 177,877/18,990
Vice Chairman
Lawrence E. Russell 880 21,525 4,225/1,459 54,546/6,649
Divisional Executive
Vice President
United Missouri Bank, n.a.
J. Lyle Wells 1,045 29,448 5,090/400 87,708/200
Vice Chairman
United Missouri Bank, n.a.
</TABLE>
- --------
(1) By virtue of Mr. Kemper's having voting rights over more than 10% of the
Company's common stock there is a 10% premium on his exercise price and his
option period cannot exceed five years from date of grant.
IV. BENEFITS UNDER THE UNITED MISSOURI BANCSHARES, INC. RETIREMENT PLAN.
The following table shows examples of pension benefits based on different
periods of service and rate of pay. The following benefits are based on the
salary figures shown on the Summary Compensation Table.
<TABLE>
<CAPTION>
UNITED MISSOURI RETIREMENT PLAN
ESTIMATED ANNUAL NORMAL RETIREMENT
BENEFITS
CREDITED SERVICE AT NORMAL RETIREMENT
DATE
----------------------------------------
FINAL AVERAGE ANNUAL SALARY 15 20 25 30
AS OF 1/1/94 YEARS YEARS YEARS YEARS 35 YEARS
--------------------------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
$125,000....................... $24,965 $33,286 $41,608 $49,929 $ 58,251
150,000....................... 30,402 40,536 50,670 60,804 70,938
175,000....................... 35,840 47,786 59,733 71,679 83,626
200,000....................... 41,277 55,036 68,795 82,554 96,313
225,000....................... 46,715 62,286 77,858 93,429 109,001
250,000....................... 49,072 65,430 81,787 98,144 114,502
300,000....................... 49,072 65,430 81,787 98,144 114,502
400,000....................... 49,072 65,430 81,787 98,144 114,502
450,000....................... 49,072 65,430 81,787 98,144 114,502
500,000....................... 49,072 65,430 81,787 98,144 114,502
</TABLE>
11
<PAGE>
Benefit Formula:
The sum of:
a. 0.8% of the Participant's Average Monthly Earnings up to Social
Security Covered Compensation; and
b. 1.45% of the Participant's Average Monthly Earnings in excess of
Social Security Covered Compensation.
Such sum multiplied by Credited Service up to 35 years, plus 1.45% of the
Participant's Average Monthly Earnings multiplied by Credited Service in
excess of 35 years.
Average Monthly Earnings is defined as the average of Monthly Earnings during
any 120 months of continuous employment that yields the highest average.
"Monthly Earnings" is defined as total cash compensation, including bonuses,
but excluding profit sharing payments and premiums on split-dollar policies.
The compensation covered by the definition of "Monthly Earnings" for each of
the five individuals named in the Summary Compensation Tables is equal to the
sum of any amounts included in the "Salary", "Bonus" and "Other Annual
Compensation" columns of the Summary Compensation Table with respect to each
individual.
The maximum benefit payable from a qualified retirement plan to someone
retiring at age 65 in 1994 is limited to $118,800 per Internal Revenue Code
Section 415. Final Average Salary is limited to $235,840 per Internal Revenue
Code Section 401(a)(17).
Assumptions used in the benefit calculations:
1. Employee was born in 1929
2. Social Security Covered Compensation for an individual age 65 in 1994
is $22,800.
Credited Services as of January 1, 1994 for the following five employees is
given below:
<TABLE>
<CAPTION>
CREDITED SERVICE AT
NAME JANUARY 1, 1994
---- -------------------
<S> <C>
R. Crosby Kemper..................................... 41
Malcolm M. Aslin..................................... 21
Peter J. Genovese.................................... 22
Lawrence E. Russell.................................. 18
J. Lyle Wells........................................ 11
</TABLE>
The table above presents annual retirement benefits payable as a single life
annuity under this plan.
DIRECTOR RESPONSIBILITY AND DISCLOSURE
REPORT OF THE OFFICERS SALARY AND STOCK OPTION COMMITTEE ON
EXECUTIVE COMPENSATION
The Officers Salary and Stock Option Committee of the Board of Directors (the
"Committee") is composed of five Directors who are not employees, namely Paul
D. Bartlett, Jr., Charles A. Garney, William J. McKenna, Thomas D. Sanders and
Herman R. Sutherland. The members of the Committee are Directors with
significant holdings of Company stock. Subject only to oversight by the full
Board, the Committee has final responsibility for setting and administering
overall compensation policy and levels of compensation for senior officers
including the Chief Executive Officer. The Committee balances the need to
maximize shareholder value with the need to attract and retain high quality
employees who will further the interests of all shareholders.
12
<PAGE>
Throughout its existence the Company has maintained a simple, straightforward
compensation program. The components of total compensation for nearly every
officer of the Company are base salary and benefits which are otherwise
provided to all employees regardless of position. However, the Committee has
the discretion to award bonuses, stock options and other benefits including
company owned automobiles and split dollar insurance. The timing and amounts of
such awards are determined on a subjective basis. Subject to limitations on his
stock options as discussed below, Mr. Kemper's compensation is determined in
the same way as all other officers for which the Committee has discretion.
The Company's policy is to pay base salaries which are competitive with other
financial service providers in communities served by the Company. The list of
financial service providers used for this comparison are not the same as those
included in the Performance Graph that follows. That index includes all the
companies included in the NASDAQ Bank index while the companies included in the
compensation surveys are more limited. Salary comparisons are made (i) to those
paid by competitors in the immediate trade area of each banking affiliate
except United Missouri Bank, n.a., (ii) a group of five banks of comparable
size in Kansas and Missouri and a cluster of twenty-five north central banks
with assets ranging between $2.3 and $5.9 billion for United Missouri Bank,
n.a., and (iii) a cluster of fifty-nine nationwide financial institutions with
assets ranging from $6 to $19.9 billion for United Missouri Bancshares, Inc.
Salary levels set by the Committee for 1993 generally correspond to the median
of the range of salaries paid by the companies included in the salary surveys
referred to above. While primary emphasis is placed on matching competitive
salary levels disclosed by the appropriate survey, consideration is also given
to the package of benefits available to all employees compared to those offered
by competitors. Salary levels are considered annually and are based on current
salary and individual performance during the previous calendar year. There is
no direct link between corporate performance and executive compensation.
Since 1981 the Company has maintained an Incentive Stock Option Program in
which a limited number of stock options are granted annually to officers of the
Company whose contributions to the Company merit such recognition. Those
options allow the officer to purchase the option shares for ten years at a
price equal to market value at the time the option is granted. Since he has the
power to vote more than 10% of the outstanding stock of the Company, Mr.
Kemper's options are for only five years and his option price is 110% of market
value. The Stock Option Plan provides for delayed vesting according to the
following schedule: two years from grant of option--40%; three years--60%; four
years--80%; and four years and eleven months--100%. All options granted since
1989 give the Company the right to recover benefits derived by the exercise of
an option by an employee within two years of his or her employment by a
competitor. Both of these features are intended to encourage long term
commitments by key officers. Historically, options have been given for shares
which has a value at the time of grant which is less than 20% of annual
compensation being paid to each grantee. This is true for Mr. Kemper as well as
all other recipients of options. While this level of option grants is
significantly below the average value of options granted by other companies
that maintain stock option plans, it is intended to provide linkage between
officer compensation and market performance of the Company's common stock. As
shown on Table II above, any benefits received by officers under this plan will
be matched by benefits realized by all shareholders.
The Company has no other long term incentive plan awards, no employment
contracts and no change-in-control or "golden parachute" arrangements.
MEMBERS OF THE COMMITTEE
Paul D. Bartlett, Jr., Charles A. Garney, William J. McKenna,
Thomas D. Sanders and Herman R. Sutherland.
DIRECTOR COMPENSATION
Directors of the Company who are not employed by the Company or its
subsidiaries are paid Directors' fees of $500 for each Board meeting they
attend. Attendance fees of $500 are paid to members of the Audit Committee.
Officers Salary and Stock Option Committee members receive an attendance fee of
$300.
13
<PAGE>
SALARY COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Officers Salary and Stock Option Committee consists of five
members of the Board of Directors. They are Paul D. Bartlett, Jr., Charles A.
Garney, William J. McKenna, Thomas D. Sanders and Herman R. Sutherland.
Messrs. Bartlett, Garney, McKenna, Sanders and Sutherland and companies with
which they are associated were customers of and had banking transactions with
the Company's affiliate banks in the ordinary course of each respective bank's
business during 1993. Such relationships continue to be conducted on
substantially the same terms, including interest rates and collateral, as those
prevailing at the same time for comparable transactions with other persons and
do not involve more than normal risk of collectibility or present other
unfavorable terms. Messrs. R. Crosby Kemper and Aslin were originally members
of the committee, but resigned in December, 1993. No other officers or former
officers served as members of the Salary and Stock Option Committee.
PERFORMANCE GRAPH
The graph below summarizes the cumulative return experienced by the Company's
shareholders over the years 1989 through 1993, compared to the S&P 500 Stock
Index and the NASDAQ Bank Index. In all cases the return assumes a reinvestment
of dividends.
<TABLE>
<CAPTION>
NASDAQ
BANK
MEASUREMENT PERIOD UMB1 S&P 500 INDEX
------------------ ---- ------- ------
MEASUREMENT POINT -
12/31/88 $1.00 $1.00 $1.00
------------------- ----- ----- -----
<S> <C> <C> <C>
FYE 12/31/89 $1.18 $1.32 $1.11
FYE 12/31/90 1.09 1.28 .82
FYE 12/31/91 1.68 1.66 1.35
FYE 12/31/92 1.84 1.79 1.95
FYR 12/31/93 1.77 1.97 2.22
</TABLE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche as independent public
accountants to perform the 1994 audit, which includes: 1) the examination of
annual financial statements; 2) review of unaudited quarterly financial
information; 3) assistance and consultation in connection with filings with the
Securities and Exchange Commission; and 4) consultation on various audit-
related accounting matters. Deloitte & Touche has served as the Company's
auditors continuously since 1982.
A representative of Deloitte & Touche is expected to be present at the Annual
Meeting and will have an opportunity to make a statement if he so desires and
will be available to respond to appropriate questions.
14
<PAGE>
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by the Company by November 17, 1994,
to be considered for inclusion in the proxy materials of the Company for the
1995 Annual Meeting. The Company requests that such shareholder proposals be
sent by certified mail--return receipt requested.
OTHER MATTERS
The Board of Directors knows of no matters expected to be presented for
consideration at the Annual Meeting that are not described herein. However, if
other matters properly come before the meeting, persons named in the
accompanying form of proxy will vote thereon in accordance with their best
judgment.
By Order of the Board of Directors
David D. Miller
Secretary
March 17, 1994
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, AS FILED WITH THE
SECURITIES EXCHANGE COMMISSION, WILL BE FURNISHED WITHOUT CHARGE UPON WRITTEN
REQUEST DIRECTED TO: SECRETARY, UNITED MISSOURI BANCSHARES, INC., 1010 GRAND
AVENUE, KANSAS CITY, MISSOURI 64106.
15
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LOGO
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
AND
PROXY STATEMENT
April 21, 1994
10:00 a.m.
United Missouri Bank Building
1010 Grand Avenue
Kansas City, Missouri 64106
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
A paper copy of the Registrant's Performance Graph is being sent under
separate cover. It compares price action of the Registrant's common stock with
the S&P 500 Index and the NASDAQ Bank Index for the five year period from
December, 1988 through December, 1993.
The Registrant has not been able to complete its computations to determine
the number of shares of company stock to be allocated under the ESOP account of
each executive officer nor the contribution to their profit sharing accounts.
As a result, the 1993 figures under the heading "All Other Compensation" in the
"Summary Compensation Table" have been left blank. The footnotes to that table
do not include figures for contributions to the Company Profit Sharing Plan,
and the number of shares held by each executive officer are understated by the
1993 allocation of shares to the ESOP Plan. That information will be included
in the definitive Proxy Statement.
