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)
<PAGE>
<PAGE>
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)
<PAGE>
<PAGE>
6) Citizenship or Place of Organization: Missouri
7) Sole Voting Power 1,434,299 <F1>
8) Shared Voting Power N.A.
9) Sole Disposition Power 1,434,299 <F1>
10) Shared Disposition Power N.A.
11) Aggregate Amount
Beneficially Owned 1,437,395 <F1><F2>
12) N.A
13) Percentage of Class 7.6%
14) Type of Reporting Person: CO
<F1> 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").
<F2> Includes 3,096 shares of Common Stock owned by Livingston Life
Insurance Company.
(Inside Cover Page)
<PAGE>
<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)
<PAGE>
<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)
<PAGE>
<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)
<PAGE>
<PAGE>
6) Citizenship or Place of Organization: Missouri
7) Sole Voting Power N.A.
8) Shared Voting Power 1,437,395 <F1><F2>
9) Sole Disposition Power N.A.
10) Shared Disposition Power 1,437,395 <F1><F2>
11) Aggregate Amount
Beneficially Owned 1,437,395 <F1><F2>
12)
13) Percentage of Class 7.6%
14) Type of Reporting Person: CO
<F1> 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").
<F2> Includes 3,096 shares of Common Stock owned by LLIC.
(Inside Cover Page)
<PAGE>
<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)
<PAGE>
<PAGE>
6) Citizenship or Place of Organization: USA
7) Sole Voting Power N.A.
8) Shared Voting Power 1,437,395 <F1><F2>
9) Sole Disposition Power N.A.
10) Shared Disposition Power 1,437,395 <F1>
11) Aggregate Amount
Beneficially Owned 1,437,395 <F1><F2>
12)
13) Percentage of Class 7.6%
14) Type of Reporting Person: IN
<F1> 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").
<F2> Includes 3,096 shares of Common Stock owned by LLIC.
(Inside Cover Page)
<PAGE>
<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:
<TABLE>
Principal Occupation
Name or Employment
<S> <C>
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
</TABLE>
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:
<TABLE>
Principal Occupation
Name or Employment
<S> <C>
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
</TABLE>
The business address of each person listed is Dickinson Financial
Corporation, 1100 Main, Suite 350, Kansas City, Missouri 64105.
<PAGE>
<PAGE>
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:
<TABLE>
Principal Occupation
Name or Employment
<S> <C>
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
</TABLE>
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.
<PAGE>
<PAGE>
DFC acquired the 233,626 shares of Common Stock on September 20, 1995
using its working capital. DFC anticipates that the acquisitions of
Issuer<Common Stock pursuant to the Option Agreement will also be purchased
using its working capital and up to approximately $10,000,000 in bank or
broker dealer borrowings. However, no financing arrangements exist at this
time.
Item 4. Purpose of Transaction.
The securities described above were or will be acquired by DFC for the
purpose of investment. In the future, any of the Reporting Persons may
decide to purchase additional shares of the Common Stock or other
securities of the Issuer or may decide to sell any or all of the securities
of the Issuer now or hereafter owned.
The Reporting Persons believe that the various lines of business
operated by the Issuer and its subsidiaries have a greater aggregate
inherent value than is represented by the Common Stock at current market
prices. They believe that management and the Board of Directors of the
Issuer should take all reasonably available steps to realize the inherent
values in the Issuer's lines of business and thereby maximize the value of
Issuer's Common Stock for its shareholders. In their continuing efforts to
assess the value of their investment in the Issuer, and the effectiveness
of management's and the Board's efforts to maximize the value of that
investment, the Reporting Persons may communicate with, among others, the
Issuer's management, the Issuer's Board of Directors, and other share-
holders of the Issuer.
Except as set forth in this Schedule, to the best of Reporting
Persons' knowledge, no person identified in Item 2, has any present plans
or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of the instructions for Item 4
of Schedule 13D. DFC and LLIC reserve the right to exercise any and all
rights they may have as stockholders of the Issuer in a manner consistent
with their own best interests.
Item 5. Interest in Securities of Issuer.
The aggregate number and percentage of Common Stock of the Issuer
beneficially owned by the Reporting Persons are set forth in the responses
to questions 7, 8, 9, 10, 11 and 13 on the inside cover page. Such
information is incorporated herein by reference.
To the best of the Reporting Persons' knowledge, no person identified
in Item 2 to the Schedule beneficially owns any Common Stock, except as
described in this Schedule.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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
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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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.<PAGE>
<PAGE>
SELLER:
STATE STREET BOSTON CORPORATION
By: /s/ DAVID S. SPINA
Title: Vice Chairman
BUYER:
DICKINSON FINANCIAL CORPORATION
By: /s/ GARY DICKINSON
Title: Chairman
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.
<PAGE>
<PAGE>
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:<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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.
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<PAGE>
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.<PAGE>
<PAGE>
SELLER:
STATE STREET BOSTON CORPORATION
By: /s/ DAVID A. SPINA
Title: Vice Chairman
BUYER:
DICKINSON FINANCIAL CORPORATION
By: /s/ GARY DICKINSON
Title: Chairman
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
<PAGE>
<PAGE>
By: /s/ PAUL H. SHEPHERD
Paul H. Shepherd
President
/s/ GARY DICKINSON
GARY DICKINSON
