SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
UMB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
MISSOURI 43-0903811
State or other jurisdiction (I.R.S. Employer
of incorporation or Identification
organization Number)
1010 GRAND AVENUE, SUITE 500
KANSAS CITY, MISSOURI 64106
(816) 860-7000
(Address, including zip code and telephone number,including
including area code, of Company's principal executive offices)
David D. Miller
Executive Vice President and Corporate Secretary
UMB Financial Corporation
1010 Grand, Kansas City, Missouri 64106
(816) 860-7000
(Name, address, including zip code and telephone number,
including area code, of agent for service)
______________________
Copies to:
John F. Marvin, Esq.
Leonard W. Jurden, Esq.
Watson & Marshall L.C.
1010 Grand Avenue, Suite 500
Kansas City, Missouri 64106
<PAGE>
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [X]
______________________
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
TITLE OF
EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES AMOUNT TO OFFERING AGGREGATE
BEING BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT* PRICE* FEE
Common 300,000 $43.00 $12,900,000 $4,448.27
Stock, par shares
value $1
per share
</TABLE>
*Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rule 457(c), the registration fee has been
calculated upon the basis of the average of the bid and ask price
for shares of Common Stock of the Company reported on the
National Association of Securities Dealers Automated Quotation
System ("NASDAQ") - NASDAQ National Market System on November 9,
1995.
THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
<PAGE>
UMB FINANCIAL CORPORATION
CROSS REFERENCE SHEET PURSUANT TO RULE 404(a)
<TABLE>
<CAPTION>
<S> <C>
___ ___
Form S-3 Item Number and Prospectus Caption or Location
________________________ ______________________________
Caption
_______
1. Forepart of the Outside Front Page Cover of
Registration Statement Prospectus
and Outside Front Cover
Page of Prospectus
2. Inside Front and Outside Inside Front Cover Page and
Back Cover Pages of Outside Back Cover Page
Prospectus
3. Summary Information, Risk The Company; Risk Factors
Factors and Ratio of
Earnings to Fixed Changes
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Description of the Plan -
Price Investment and Reinvestment in
Common Stock
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Plan of Distribution
9. Description of Securities Incorporation of Certain
to be Registered Documents by Reference
10. Interests of Named Legal Matters
Experts and Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation of Certain
Information by Reference Documents by Reference
13. Disclosure of Commission Part II Item 17
Position on
Indemnification for
Securities Act
Liabilities
</TABLE>
<PAGE>
PROSPECTUS
300,000 Shares
Common Stock
Par Value $1.00 Per Share
______________________
UMB FINANCIAL CORPORATION
UMB FINANCIAL CORPORATION
______________________
DIVIDEND REINVESTMENT AND EMPLOYEE DIRECT STOCK PURCHASE PLAN
______________________
The Dividend Reinvestment and Employee Direct Stock Purchase
Plan (the "Plan") of UMB Financial Corporation ("UMBFC" or the
"Company") provides Company shareholders with the opportunity to
elect automatic dividend reinvestment of all or a portion of cash
dividends on UMBFC's Common Stock, par value $1.00 per share (the
"Common Stock") in additional shares of Common Stock and the
opportunity to invest optional cash payments of up to $3,000 per
calendar quarter (with a minimum of $50 per payment) in the
Common Stock ("Optional Cash Payments"). The Plan also provides
a convenient method for Employees of the Company and its
affiliates to become shareholders. The price to be paid for such
additional shares from the reinvestment of cash dividends and
investment of Optional Cash Payments will be the Market Price (as
defined herein). The Company currently will pay all the costs of
administration of the Plan other than brokerage commissions.
Enrollment in the Plan is entirely voluntary and Eligible
Persons (as defined herein) who participate in the Plan ("Plan
Participants") may terminate their participation at any time.
Current shareholders who do not enroll in the Plan or who do not
elect to have all dividends reinvested under the Plan will
continue to receive their cash dividends not so reinvested, if
and when declared, as usual. A broker, bank or other nominee, to
the extent it is willing, may reinvest dividends on behalf of
beneficial owners.
Shares acquired under the Plan can be acquired either on the
open market or from the Company in the discretion of the
Purchasing Agent (as defined herein). This Prospectus relates to
up to 300,000 authorized shares of Common Stock for purchase
under the Plan. Plan Participants should retain this Prospectus
for future reference.
SEE "ADVANTAGES AND DISADVANTAGES" OF THE PLAN BELOW FOR A
DISCUSSION OF CERTAIN RISK FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE PLAN PARTICIPANTS.
THE PLAN ACCOUNTS ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NON-BANK SUBSIDIARY OF UMBFC AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK
INSURANCE FUND, SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is ____________________, 1995
____________________________
<PAGE>
Available Information
_____________________
UMBFC is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, files reports, proxy statements and
other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at public reference
facilities of the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549; and at the Commission's Regional
Offices located at Room 1400, Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago Illinois 60661; and 7
World Trade Center, Suite 1300, New York, New York 10048. Copies
of such material can be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition,
UMBFC's Common Stock is included in the NASDAQ-National Market
System, and reports, proxy statements and other information
concerning UMBFC are filed therewith.
Incorporation of Certain Documents by Reference
_______________________________________________
The following documents filed under the Exchange Act with
the Commission are incorporated herein by reference:
(a) UMBFC's Annual Report on Form 10-K for the year ended
December 31, 1994;
(b) UMBFC's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995; and
(c) The description of the Company's Capital Stock
contained in the Company's Registration Statement on
Form 10 filed June 1, 1970 as amended by Form 8 dated
March 5, 1993 and the related Registration Statement on
Form 8-A dated August 11, 1995 with regard to certain
preferred stock purchase rights.
All documents filed by UMBFC pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering made
hereby shall be deemed to be incorporated by reference into this
Prospectus and to be part hereof from the date of filing such
documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be modified
or superseded, for purposes of this Prospectus, to the extent
that a statement contained herein or in any other subsequently
filed document which is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
Any person, including any beneficial owner, receiving a copy
of this Prospectus may obtain without charge, upon request, a
copy of any of the foregoing documents incorporated herein by
reference other than exhibits to such documents unless such
exhibits are specifically incorporated by reference in such
documents. Written requests should be directed to UMB Financial
Corporation, 1010 Grand Avenue, Kansas City, Missouri 64106,
Attention: Treasurer's Office. Telephone requests may be
directed to Mr. Dennis Sines or Treasurer's Office at (816) 860-
7000.
<PAGE>
The Company
___________
The UMB Financial Corporation (formerly United Missouri
Bancshares, Inc.) is a bank holding company incorporated in
Missouri in 1969. The principal subsidiary of the Company is UMB
Bank, N.A. (formerly United Missouri Bank, n.a.), formed in 1913
and located in Kansas City, Missouri. The Company provides
banking and related services to individuals and corporate
customers through its affiliates and subsidiaries in Missouri,
Illinois, Colorado, Kansas, Nebraska, Oklahoma, Delaware,
California, New York and Arizona. The Company's activities
include fee-based services and commercial and retail banking.
Fee-based services include securities processing and trust
services, cash management activities, investment banking and
bankcard operations. As of September 30, 1995, the Company had
assets of $5.6 billion, deposits of $4.25 billion, loans of $2.42
billion and shareholders' equity of $601 million. The principal
office of the Company, and of its lead bank, is located at 1010
Grand Avenue, Kansas City, Missouri 64106. The Company's
telephone number is (816) 860-7000.
Advantages and Disadvantages of the Plan
________________________________________
Participating in the Plan has both advantages and
disadvantages, which are discussed below.
Advantages:
(a) The Plan provides Plan Participants with the
opportunity to reinvest cash dividends paid on all or a
portion of their shares of Common Stock in additional shares
of Common Stock at the Market Price (as defined in Question
12 "Description of the Plan" below). The Company will pay
all the costs of administration of the Plan other than
brokerage commissions.
(b) The Plan provides Plan Participants with the
opportunity to make investments of Optional Cash Payments
(as defined herein), subject to minimum and maximum amounts,
for the purchase of additional shares of Common Stock at the
Market Price.
(c) Employees not presently owning shares of Common
Stock may become shareholders by making an initial cash
investment of $100 or more to purchase shares of Common
Stock under the Plan.
(d) Plan Participants may have the opportunity to
purchase shares of Common Stock at reduced commissions when
compared to similar purchases through a retail stock broker.
(e) The Plan Administrator (as defined herein), at no
charge to Plan Participants, will provide for the
safekeeping of stock certificates for shares credited to
each Plan Participants' account. However, stock
certificates for whole shares of Common Stock will be issued
to any Plan Participant upon written request sent to the
Plan Administrator at no charge to the Plan Participant.
(f) A statement of account will be furnished to each
Plan Participant as soon as practicable after each purchase
of Common Stock made on behalf of a Plan Participant.
(g) A Plan Participant may transfer ownership within
the Plan of any whole or fractional number of shares of
Common Stock credited to his or her account through gift,
private sale or otherwise. Shares so transferred will
continue to be held under the Plan, the transferee will
automatically be enrolled in the Plan and all dividends will
continue to be reinvested under the terms of the Plan unless
such transferee changes or terminates his or her
participation in the Plan.
Disadvantages:
(a) The Plan Participants bear the financial risk of
changes in the market value and marketability of all shares,
whether whole or fractional, of Common Stock enrolled in the
Plan and allocated to such Plan Participant's account. The
Plan Participants should recognize that neither the Company
nor the Plan Administrator can provide any assurance of a
profit or protection against loss on shares purchased under
the Plan.
(b) Plan Participants who terminate their enrollment
in the Plan will be charged a brokerage commission and a
reasonable administrative fee in connection with the sale of
the shares.
(c) The actual number of shares to be acquired by a
Plan Participant and the purchase price to be paid will not
be determined until after the end of the relevant Pricing
Period (as defined in Question 12 under "Description of the
Plan" below).
(d) The Market Price of shares purchased pursuant to
the Plan may be greater than the fair market value of such
shares on the relevant Investment Date.
(e) No interest will be paid by the Company on
dividends or Optional Cash Payments held pending
reinvestment or investment. In addition, Optional Cash
Payments in excess of $3,000 in a calendar quarter will be
subject to return to the Plan Participant without interest
in the event that the Plan Participant does not obtain a
waiver from the Company. (See Question 8 under "Description
of the Plan").
(f) Once Optional Cash Payments have been received by
the Plan Administrator, these deposits will not be returned
to Plan Participants unless a written request is received by
the Plan Administrator at least two business days prior to
the Investment Date (as defined in Question 11 under
"Description of the Plan" below).
(g) Plan Participants may not be able to assign,
transfer, pledge or liquidate his or her shares of common
stock enrolled in the Plan as quickly as shares held in
other ways such as a brokerage account.
Use of Proceeds
_______________
The Company will only receive proceeds from the sale of
shares pursuant to the Plan to the extent such shares are
acquired directly from the Company. The Purchasing Agent (as
defined below in Question 35 under "Description of the Plan") may
purchase shares of Common Stock for Plan Participants either in
the open market or directly from the Company. The Purchasing
Agent's choice of the source of such shares is in its sole
discretion. Therefore, the Company does not know either the
number of shares that will ultimately be purchased from the
Company under the Plan or the prices at which such shares will be
sold. The Company intends to use any proceeds from the sale of
shares of Common Stock under the Plan for general corporate
purposes and such other purposes that it may determine from time
to time. The Company currently has no other plans at this time,
however.
Description of the Plan
_______________________
The following, in question and answer format, sets forth the
provisions of and constitutes the Dividend Reinvestment and
Employee Direct Stock Purchase Plan of the Company as adopted by
the Board of Directors of the Company in July 1995.
1. What is the Plan's purpose?
The Plan provides the holders of Company Common Stock with a
convenient method of investing cash dividends and Optional Cash
Payments in shares of Common Stock. The Plan also provides a
convenient method for employees of the Company to become
shareholders.
Participation in the Plan
_________________________
2. Who is eligible to participate in the Plan?
The following persons, whether legal or natural, are
eligible to participate in the Plan (subject to the other
restrictions of the Plan and receipt of any prospectus required
to be delivered in connection with the Plan) and may enroll in
the Plan ("Eligible Persons"):
a. Shareholders of the Common Stock registered in
such persons name on the books of the Company or "Registered
Owners";
b. Shareholders whose shares are held in nominee name
by their broker, bank or other nominee or "Beneficial Owners"
that become Registered Owners or to the extent such Beneficial
Owners' broker, bank or other nominee will participate on their
behalf; and
c. Employees of the Company or its affiliates.
However, persons who reside in the United States, its territories
and possessions in which it is unlawful for the Company to permit
their participation or persons who reside in jurisdictions
outside the United States its territories and possessions that
the Company in its discretion determines that participation is
not practicable or may violate applicable domestic or foreign
laws are not eligible to participate in the Plan. In addition,
the Company reserves the right to modify, suspend or terminate
participation in the Plan by otherwise eligible persons in order
to eliminate practices which are not consistent with the purposes
of the Plan.
3. How does an Eligible Person enroll?
Registered Owners who wish to enroll in the Plan must submit
a properly executed Enrollment Form to the Plan Administrator to
enroll in the Plan. If an Employee is not currently a Registered
Owner of the Company's Common Stock, such Employee must submit a
properly executed Enrollment Form along with a minimum initial
investment of $100 to the Plan Administrator or as the Plan
Administrator otherwise instructs.
4. When may an Eligible Person enroll in the Plan?
Eligible Persons may enroll in the Plan at any time. Once
enrolled, Plan Participants remain enrolled until their
participation is discontinued at their request or is terminated
by the Company.
Participation in the Plan begins when a properly completed
and executed Enrollment Form is received from an Eligible Person
and accepted by the Plan Administrator. Upon acceptance, the
person enrolling becomes a "Plan Participant." In order to
participate in a particular dividend, the Plan Participant's
enrollment must be effective on or before the record date
established for such dividend. If the Enrollment Form is
accepted after that record date, the Plan Participant's
enrollment will be effective for the next Investment Date (as
defined herein); provided that such person is still eligible to
be a Plan Participant and his or her participation is not
terminated.
5. What options does an Eligible Person have when enrolling?
Eligible Persons who participate in the Plan may elect to
have cash dividends on any whole number of their total shares of
Common Stock owned and enrolled in the Plan reinvested in
additional shares of Common Stock, and the dividends on the
balance of such shares will automatically be paid in cash (after
any required withholdings) to the Plan Participants. There is no
minimum limitation on the amount of dividends a Plan Participant
may reinvest under this feature of the Plan.
If such a shareholder returns an otherwise properly executed
Enrollment Form to the Plan Administrator without electing an
investment option, such Enrollment Form will be returned to such
shareholder and such shareholder will not be enrolled in the
Plan.
Plan Participants may deposit certificates for the Common
Stock that they hold with the Plan Administrator for safekeeping
at no charge to the Plan Participant at the time of enrollment or
at any time after enrollment while participating in the Plan.
Plan Participants must deliver such certificates to the Plan
Administrator. The Plan Administrator has the right to maintain
title to shares represented by such stock certificates in its
name or in the name of its nominee as custodian for the Plan
Participants.
Shares deposited with the Plan Administrator will be
credited to the Plan Participant's account under the Plan.
Thereafter, such shares will be treated in the same manner as the
shares purchased under the Plan, and dividends will be reinvested
until the shares are transferred, sold or the Plan Participant's
participation in the Plan is terminated.
6. Are there any fees or expenses to enroll in the Plan?
Enrollment
__________
Plan Participants will not pay any fees or expenses to
enroll in the Plan.
Written requests for enrollment forms and requests for the
return of previously delivered Optional Cash Payments (received
by the Plan Administrator at least two business days prior to the
Investment Date) and requests to terminate participation in the
Plan or to withdraw Plan Shares should be directed to the Plan
Administrator at:
UMB Bank, N.A.
P. O. Box 410064
Kansas City, Missouri 64141
ATTN: Securities Transfer Department
UMB Bank, N.A., the Plan Administrator, is a transfer agent
registered with the Board of Governors of the Federal Reserve
System pursuant to Section 17A of the Securities Exchange Act of
1934. The Plan accounts and securities are not insured by the
Federal Deposit Insurance Corporation, the Securities Investors
Protection Corporation or similar agency.
Optional Cash Payments
______________________
7. May a Plan Participant make additional cash payments to the
Plan?
All Plan Participants, other than Beneficial Owners, who
have submitted signed Enrollment Forms indicating their intention
to participate in this feature of the Plan are eligible to make
Optional Cash Payments during any calendar month, whether or not
a dividend is declared. Plan Participants may make Optional Cash
Payments even if dividends on their shares of Common Stock are
not being reinvested. All dividends on shares purchased through
Optional Cash Payments will be automatically reinvested in Common
Stock unless the Plan Participant notifies the Plan
Administrator.
Plan Participants in the Plan are not obligated to
participate in the Optional Cash Payment feature of the Plan.
Optional Cash Payments also need not be in the same amount each
time.
8. What Limitations apply to Optional Cash Payments?
Plan Participants may invest through Optional Cash Payments
a minimum of $50 per transaction and a maximum per calendar
quarter of $3,000, subject to waiver, in shares of Company Common
Stock. Optional Cash Payments of less than $50 and that portion
of any Optional Cash Payment that exceeds the maximum quarterly
purchase limit will be returned to the Plan Participants, without
interest. For purposes of the maximum quarterly limitation,
initial investments by Employees will be treated as Optional Cash
Payments.
Plan Participants may make Optional Cash Payments of up to
$3,000 each calendar quarter without the prior approval of the
Company. Optional Cash Payments in excess of $3,000 may be made
by a Plan Participant only upon approval by the Company. A Plan
Participant must submit a "Written Request for Waiver" to the
Company stating the reasons for such investment and the amount of
such Optional Cash Payment. The Written Request for Waiver will
be approved upon the Company's written acceptance of such
request. Such prior acceptance of a Request for Waiver, with
respect to the amount of the Optional Cash Payment, must be
obtained each calendar quarter no later than two business days
prior to the commencement of the Pricing Period with respect to
which such waiver is sought. For purposes of the Plan, a
"Business Day" shall be any day that the Plan Administrator is
regularly open for business.
Grants of Requests for Waiver will be made at the absolute
discretion of the Company. The Company will consider a variety
of factors in determining whether to grant a waiver, which may
include the Company's current and projected capital needs, the
alternatives available to the Company to meet those needs,
prevailing market prices for Common Stock and other Company
securities, general economic and market conditions, expected
aberrations in the price or trading volume of the Common Stock,
the number of shares of Common Stock held by the Plan
Participants submitting the Request for Waiver, the aggregate
amount of Optional Cash Payments for which such Requests for
Waiver have been submitted and the administrative implications
associated with granting such Requests for Waiver.
9. When must Optional Cash Payments be received by the Plan
Administrator?
In order for Optional Cash Payments to be invested on an
Investment Date, the Plan Administrator must be in receipt of an
Enrollment Form and receive good funds prior to such Investment
Date. Optional Cash Payments received on or after an Investment
Date will be applied to the purchase of shares of Common Stock on
the next Investment Date, subject to the limitations hereunder.
No interest will be paid on Optional Cash Payments held
pending investment.
10. May Optional Cash Payments be returned?
The Plan Administrator will not return any Optional Cash
Payments unless written notice from the Plan Participant is
received at least two Business Days prior to the relevant
Investment Date. Such Optional Cash Payments will be returned
without interest to Plan Participants. The Plan Administrator
has the authority to delay returning any Optional Cash Payments
for a reasonable period.
Investment and Reinvestment in Common Stock
____________________________________________
11. When will dividends be reinvested and Optional Cash Payments
be invested in the Common Stock?
On an Investment Date, or promptly thereafter, (as
determined by the Purchasing Agent in its sole discretion) the
Purchasing Agent will purchase shares of Common Stock in
accordance with the instructions of the Plan Participants and the
terms of the Plan; provided, however, that all such purchases
under the Plan will be no more than 30 days after the Investment
Date with respect to the reinvestment of dividends or 35 days
after the receipt of the Optional Cash Payments by the Purchasing
Agent, except where necessary to comply with the federal
securities laws. If there are not sufficient funds accumulated
by the Plan Administrator to purchase sufficient shares of Common
Stock as determined by the Purchasing Agent, in its sole
discretion, or if the Purchasing Agent cannot otherwise invest
the funds accumulated under the Plan by the expiration of the
specified periods, the Purchasing Agent or Plan Administrator
will promptly return all excess funds to Plan Participants on a
pro rata basis and any shares purchased will be allocated to the
Plan Participants on a pro rata basis.
No interest will be paid on dividends or Optional Cash
Payments held pending reinvestment or investment.
For the reinvestment of dividends, the dividend payment date
declared by the Board of Directors constitutes the "Investment
Date" applicable to the reinvestment of such dividend. For the
investment of Optional Cash Payments, the "Investment Date" will
be the third day of every calendar month except in the months in
which dividends are to be paid, in which case the "Investment
Date" will be the same as the Investment Date for the
reinvestment of dividends. If, however, any Investment Date
falls on a date when the exchange or inter-dealer quotation
system on which the Common Stock is then listed or quoted or the
Purchasing Agent is not regularly open for business, the first
day immediately following such date on which such exchange,
system or Purchasing Agent is open shall be the Investment Date.
12. What price will be paid for the Common Stock?
The purchase price per share of Common Stock purchased with
reinvested dividends and optional cash payments will be the
Market Price of the Common Stock. The "Market Price" for
purposes of the Plan when the shares are purchased other than
from the Company will be the average price paid for all the
shares acquired for a relevant Investment Date including
commissions not paid by the Company. If the Purchasing Agent
acquires the shares directly from the Company, the Market Price
shall mean the average of the daily high and low prices or, if
none, of the closing bid and ask prices, computed to four decimal
places, of the Common Stock as reported on the exchange or inter-
dealer quotation system on which the Common Stock is then listed
for the last five Trading Days before the Investment Date. A
"Trading Day" means a day on which trades in Common Stock are
reported or quoted on such exchange or system. The period
encompassing the last five Trading Days before the relevant
Investment Date constitutes the relevant "Pricing Period". If
the Purchasing Agent acquires the Shares by negotiated
transaction, the Market Price shall be equal to such purchase
price.
13. Will Plan Participants receive statements or confirmations
of transactions on their behalf under the Plan?
As soon as practicable after each purchase of Common Stock
on behalf of a Plan Participant, a statement of account will be
furnished to such Plan Participant.
14. How many shares will be purchased and where will they be
purchased?
With respect to dividend reinvestment, a Plan Participant's
Plan account will be credited with the number of shares,
including fractions of shares (computed to four decimal places),
equal to the amount of dividends paid on the number of shares
authorized by the Plan Participant's Enrollment Form, divided by
the Market Price per share. There is no maximum number of shares
that can be acquired pursuant to dividend reinvestment. With
respect to Optional Cash Payments, a Plan Participant's Plan
account will be credited with the number of shares, including
fractions of shares (computed to four decimal places), equal to
such payments divided by the Market Price per share.
The Purchasing Agent has the right, in its sole discretion,
to purchase shares of Common Stock either (i) directly from the
Company as authorized but unissued shares or from shares held in
the Company's treasury, (ii) on the open market, or (iii) through
a combination of (i) and (ii).
15. How will the shares be purchased?
The Purchasing Agent will commingle all dividends, Optional
Cash Payments received and will apply all such payments towards
the purchase of additional shares of the Company's Common Stock
at the relevant Investment Date. In the event that such shares
are purchased from someone other than the Company, the Purchasing
Agent may acquire such shares on any securities exchange or
inter-dealer quotation system on which the Common Stock is listed
or quoted, in the over-the-counter market or by negotiated
transactions, and such shares may be subject to such terms
(including, but not limited to price and delivery) as agreed upon
by the Purchasing Agent in its sole discretion. Neither the
Company, any of its affiliates nor any Plan Participants shall
have any authority or power, directly or indirectly, to direct
the time or price at which shares may be purchased, the number of
shares to be purchased, the manner in which shares are to be
purchased or the selection of the broker, directly or indirectly,
or dealer (other than the Purchasing Agent itself) through or
from which purchases are to be made.
16. Will certificates for shares of Common Stock purchased be
issued?
No certificates representing shares of Common Stock
purchased under the Plan will be issued following the investment
of Optional Cash Payments or reinvestment of dividends, except as
provided below.
17. What are the costs and expenses in connection with
participating in the Plan?
The Company will pay all the costs of administration of the
Plan in connection with a Plan Participant's participation in the
Plan other than brokerage commissions. The benefit of any
reduced commission resulting from commingled purchases by the
Purchasing Agent will be passed on, pro rata, to the purchasing
Plan Participants.
Changes in Enrollment Prior to Termination
__________________________________________
of Participation Including Sale,
________________________________
Transfer or Withdrawal of Shares
________________________________
18. May a Plan Participant assign, transfer or pledge all or a
part of the shares credited to his or her account under the Plan?
A Plan Participant may transfer ownership within the Plan of
any whole or fractional number of shares credited to his or her
account under the Plan through gift, private sale or otherwise.
The Plan Participant may effect such transfer by mailing a
properly completed and executed form to the Plan Administrator.
The transfer will be effective for purposes of the Plan on the
date the Plan Administrator effects the transfer.
Shares so transferred will continue to be held under the
Plan, and such transferee will automatically be enrolled in the
Plan and all dividends on shares transferred under the Plan to
the transferee will be reinvested under the terms of the Plan,
unless and until such transferee changes or terminates his or her
enrollment in accordance with the terms of the Plan. The
transferee will receive a statement showing the number of shares
transferred to and held in the transferee's account.
A Plan Participant may not pledge shares credited to such
Plan Participant's account. A Plan Participant who wishes to
pledge shares credited to such Plan Participant's account must
first withdraw such shares from the account.
19. When and how may shares be withdrawn from the Plan prior to
termination?
A Plan Participant may withdraw whole Shares of Common Stock
credited to a Plan Participant's account at any time by notifying
the Plan Administrator in writing. A stock certificate for the
number of whole shares of Common Stock so withdrawn will be
issued in the name of the Plan Participant. In no case will
certificates for fractional shares of Common Stock be issued.
The Plan Administrator will continue to reinvest dividends
on the number of shares specified by the Plan Participant on the
Enrollment Form in effect at the time of withdrawal, which may
result in dividend reinvestment with respect to the withdrawn
shares, until the Plan Participant specifies a different number
of shares subject to dividend reinvestment by delivering a new
Enrollment Form to the Plan Administrator, such shares are sold
by the Plan Participant or until such Plan Participant's
participation in the Plan is terminated.
20. May a Plan Participant request that shares credited to his
or her account under the Plan be sold?
A Plan Participant may request that any whole number of
shares credited to such Plan Participant's account be sold at any
time by notifying the Plan Administrator in writing. The shares
will be sold in the same manner as if the Plan Participant had
terminated his or her participation in the Plan, as described
below.
21. May a Plan Participant receive certificates for shares
credited to his or her Account Under the Plan?
Stock certificates for whole shares of Common Stock will be
issued to any Plan Participant upon written request sent to the
Plan Administrator.
22. What are the costs and expenses in connection with making
changes in participation in the Plan?
The Company will pay all the costs in connection with any
changes in enrollment by a Plan Participant other than the
brokerage commissions in connection with the sale of shares and a
reasonable administrative fee. The benefit of any reduced
commission resulting from commingled sales by the Purchasing
Agent will be passed on, pro rata, to the selling Plan
Participants.
Other Matters in Connection With the Plan
_________________________________________
23. Who bears the risk of price changes in the Common Stock?
The Plan Participants bear the financial risk of changes in
the market value and marketability of all shares, whether whole
or fractional, of Common Stock enrolled in the Plan and allocated
to such Plan Participant's account. The Plan Participants should
recognize that neither the Company nor the Plan Administrator can
provide any assurance of a profit or protection against loss on
shares purchased under the Plan.
24. Will the Plan Administrator vote shares credited to a Plan
Participant's plan account at shareholders' meetings?
The Plan Administrator shall promptly forward all proxy
solicitation materials received relating to shares of Common
Stock held under the Plan to the Plan Participants. The Plan
Administrator will vote only those shares of Common Stock held by
the Plan Administrator as custodian for the Plan Participants for
which a properly executed and completed proxy is timely returned
by the Plan Participant.
25. May Plan Participants set up an individual retirement
account?
Plan Participants may establish a qualified individual
retirement account ("IRA") under the Plan if permitted by the
Plan Administrator and the custodian of the Plan Participants'
IRA.
26. What happens if the Company issues a dividend payable in
stock or declares a stock split?
Any stock dividends or split shares of Common Stock
distributed by the Company on shares enrolled in the Plan will be
credited pro rata to each Plan Participant's account in the same
manner as shareholders who are not Plan Participants in the Plan
and such shares will be automatically enrolled in the Plan.
27. If the Company has a rights offering how will the rights on
plan shares be treated?
The Plan Administrator shall promptly forward to Plan
Participants any rights offering received by the Plan
Administrator as custodian under the Plan and relating to shares
of Common Stock enrolled in the Plan. The Plan Administrator
will exercise such rights on such shares of Common Stock held for
which properly executed and completed instructions are timely
returned by the Plan Participant.
28. Does the Board of Directors have any obligations to declare
and pay dividends as a result of the adoption of this Plan?
The Plan will not obligate the Board of Directors of the
Company to continue to declare dividends, to pay dividends or if
declared or paid, to declare or pay them at any rate. The
Company's Board of Directors will continue to determine whether
to pay dividends, and when and at what rate based upon such
factors as the Board may consider relevant including the
Company's earnings and financial condition.
29. How may Plan Participants obtain answers to questions
concerning their Plan accounts?
Questions concerning Plan accounts, and requests to invest
amounts in excess of the maximum monthly purchase limits should
be directed to the Plan Administrator by mail at:
UMB Bank, N.A.
P. O. Box 410064
Kansas City, Missouri 64141-0064
ATTN: Securities Transfer Department
or by calling (816) 860-7891.
30. What are some of the Plan Participant's responsibilities
under the Plan?
Plan shares are subject to escheat to the state in which the
Plan Participant resides in the event that such shares are
deemed, under such state's laws, to have been abandoned by the
Plan Participant. Plan Participants, therefore, should notify
the Plan Administrator promptly in writing of any change of
address. Account statements and other communications to Plan
Participants will be addressed to them at the last address of
record provided by Plan Participants to the Plan Administrator.
Plan Participants will have no right to draw checks or
drafts against their Plan accounts or to instruct the Plan
Administrator with respect to any shares of Common Stock or cash
held by the Plan Administrator except as expressly provided
herein.
Termination of Participation in the Plan
________________________________________
31. How and when may a Plan Participant terminate participation
in the Plan?
A Plan Participant may completely terminate his or her
participation in the Plan at any time by providing written notice
to the Plan Administrator. To be effective for any given
dividend payment, the notice to terminate must be received by the
Plan Administrator before the ex-dividend date for that payment.
If a notice to terminate is received by the Plan Administrator on
or after the ex-dividend date for a dividend payment on the
Common Stock, such notice to terminate may not become effective
until such dividend has been reinvested and the shares purchased
are credited to the Plan Participant's account, as determined by
the Plan Administrator, in its sole discretion. Any Optional
Cash Payment which would otherwise have been invested on the next
Investment Date will be promptly returned to the Plan
Participant, but in no event more than 30 days after receipt of
the notice of termination.
32. May the Company terminate a Plan Participant's participation
in the Plan?
The Plan is intended to benefit investors in and Employees
of the Company and is not for individuals or investors who engage
in transactions which may cause aberrations in the pricing or
trading volume of Common Stock. Therefore, the Company may
terminate a Participant's Account immediately upon sending
written notice to the Participant at the last known address as
shown on the Plan Administrator's records. Such termination will
be effective when the notice is sent. In addition, the Company
may terminate a Plan Participant's participation upon receipt of
satisfactory (determined by the Plan Administrator in its sole
discretion) written evidence of the Participant's death or
adjudication of incompetency, in which case, however, dividend
payments received together with any shares held in the
Participant's Account will be retained until satisfactory
(determined by the Plan Administrator in its sole discretion)
evidence of the appointment of the Participant's legal
representative and its right to receive the dividends, shares, or
both, shall have been received by the Plan Administrator. No
interest shall be paid on any funds held pending such appointment
and delivery.
33. What will be done with the shares of Common Stock credited
to a Plan Participant's account upon termination?
Except as provided above, upon termination of participation
in the Plan, the Plan Administrator will send such Plan
Participant a stock certificate for the number of whole shares in
such Plan Participant's account and a check in an amount equal to
the value of any fractional shares based upon the prevailing
Market Price, less applicable costs and fees in connection with
the sale not paid by the Company, as soon as practicable after
such written notice from a Plan Participant is received by the
Plan Administrator, but in no event more than 30 days after
receipt of such notice.
Upon termination of participation in the Plan, Plan
Participants who do not wish to receive a stock certificate for
the number of whole shares in their account may request that such
shares be sold by notifying the Plan Administrator. The
Purchasing Agent will promptly sell such shares at a price equal
to the prevailing Market Price. The proceeds of such sale (less
any related fees and expenses not paid by the Company) will be
promptly forwarded to the Plan Participant, but in no event more
than thirty days after receipt by the Plan Administrator of the
notice to sell the shares.
34. What are the costs and expenses of termination of
participation in the Plan?
The Company will pay all the costs in connection with any
termination of enrollment other than the brokerage commissions in
connection with the sale of shares and a reasonable
administrative fee. The benefit of any reduced commission
resulting from commingled sales by the Purchasing Agent will be
passed on, pro rata, to the selling Plan Participants.
Administration of the Plan
__________________________
35. How will the Plan be administered?
The Company will appoint a purchasing agent (the "Purchasing
Agent") that is not an affiliate of the Company and is a
registered broker dealer or a bank as defined in Section 3(a)(6)
under the Exchange Act.
The Purchasing Agent, pursuant to the terms of the Plan and
in accordance with instructions received from Plan Participants,
will execute all bids, purchases, offers and sales of the shares
of the Common Stock and perform such other functions in
connection with the Plan as the Company determines, including
acting as Plan Administrator. The Purchasing Agent may also
select one or more registered broker dealers or a bank as defined
in Section 3(a)(6) under the Exchange Act, any of which must be
independent of and not affiliated with the Company, to execute
some or all of such transactions.
The Company has the right to appoint a "Plan Administrator"
to perform such other tasks in administration of the Plan as is
necessary including, but not limited to, keeping records, sending
statements of account to each Plan Participant and performing
other duties related to the Plan. The Company and its
affiliates, to the extent permissible under applicable law, may
perform some or all of the responsibilities of the Plan
Administrator.
The Plan and the Agency Agreement between UMB Bank, N.A. and
each Plan Participant including these terms and conditions, shall
be governed by the laws of the State of Missouri. The signing
and mailing of the Enrollment Form or the initiation of a
transaction, including a certificate deposit, through the Plan
shall constitute an offer by an individual shareholder to
establish a principal-agency relationship with UMB Bank, N.A.
Acceptance shall occur in the offices of UMB Bank, N.A. upon
receipt by UMB Bank, N.A. of such forms or requests.
Modification, Suspension or Termination of the Plan
___________________________________________________
36. May the Plan be modified, suspended or terminated?
The Company reserves the right to modify the Plan at any
time except where necessary to comply with the federal securities
laws. In such event, the Company will promptly provide all Plan
Participants with a copy of any material modification. The
Company also reserves the right to suspend or terminate the Plan
at any time, including the period between a record date and the
related Investment Date, for any reason including, without
limitation, trading, transactional profit activities or excessive
enrollments and terminations which may cause aberrations in the
price or trading volume of Common Stock. Plan Participants will
also be promptly notified of any such suspension or termination.
Upon termination of the Plan, except in the circumstances
described below, any uninvested dividends and Optional Cash
Payments will be promptly returned, a stock certificate for whole
shares credited to each Plan Participant's Plan account will be
issued and a cash payment will be made for any fractional share
credited to each such account. Plan Participants shall not have
the right to direct the Plan Administrator sell their shares
enrolled in the Plan.
In the event that the Company terminates the Plan for the
purpose of establishing another dividend reinvestment and
employee direct stock purchase plan, Plan Participants will be
automatically enrolled in such other plan and shares credited to
their accounts under this Plan will be credited automatically to
such other plan, unless notice to the contrary is received by the
Plan Administrator.
37. What are the costs and expenses of modification, suspension
or termination of the Plan?
The Company will pay all the costs in connection with any
modification, suspension or termination of the Plan.
Responsibility of the Company, the Plan Administrator
______________________________________________________
and the Purchasing Agent
________________________
38. What are the responsibilities of the Company, the Plan
Administrator and the Purchasing Agent under the Plan?
Neither the Company, the Plan Administrator nor the
Purchasing Agent will be liable for any act done in good faith or
for any good faith omission to act, including, without
limitation, any claim of liability arising out of the failure to
terminate a Plan Participant's account upon such Plan
Participant's death, the prices at which shares are purchased or
sold for the Plan Participant's account, the times when purchases
or sales are made or fluctuations in the market value of Common
Stock. The foregoing shall not affect a shareholder's right to
bring a cause of action based on alleged violations of federal
securities laws.
Federal Income Tax Consequences to Plan Participants
____________________________________________________
The following discussion is a general summary of certain
material federal income tax consequences and is based upon an
interpretation by the Company's legal counsel, Watson & Marshall
L.C., of current federal income tax laws. Plan Participants
should consult their own tax advisers to determine particular tax
consequences, including state income tax consequences, which vary
from state to state, that may result from participation in the
Plan and subsequent disposition of shares acquired pursuant to
the Plan. This summary does not discuss federal or foreign
income tax consequences to Plan Participants who are not citizens
or residents of the United States or who reside outside the
United States.
Plan Participants will be treated for federal income tax
purposes as having received, on the dividend payment date, a
dividend in an amount equal to the cash dividend (before
deduction of any required income tax withholding) the participant
would have received in the absence of reinvestment of the
dividend. The tax basis of shares acquired pursuant to the Plan
will be equal to their purchase price under the Plan as described
herein.
A Plan Participant's holding period for shares acquired
pursuant to the Plan will begin on the day following the
Investment Date.
A Plan Participant will not realize any taxable income upon
receipt of certificates for whole shares credited to the Plan
Participant's account, either upon the Plan Participant's request
for certain of those shares or upon termination of participation
in the Plan. A Plan Participant will realize gain or loss upon a
taxable sale or exchange of shares acquired under the Plan. A
Plan Participant will also realize gain or loss upon receipt,
following termination of participation in the Plan, of a cash
payment for any fractional share equivalent credited to the Plan
Participant's account. The amount of any such gain or loss will
be the difference between the amount that the Plan Participant
received for the shares or fractional share equivalent and the
tax basis thereof.
In the case of corporate shareholders, dividends may be
eligible for the dividends-received deduction.
Shares of Common Stock purchased under the Plan have Rights
attached. Depending upon the circumstances, Plan Participants
may recognize taxable income in the event that the Rights become
exercisable or are exercised. The redemption of the Rights also
would be a taxable event.
If a Plan Participant fails to provide certain federal
income tax certifications in the manner required by law,
dividends on shares of Common Stock, proceeds from the sale of
fractional shares and proceeds from the sale of shares held for a
Plan Participant's account, will be subject to federal income tax
withholding at the applicable withholding rate.
The Tax Equity and Fiscal Responsibility Act of 1982 imposes
certain reporting obligations upon brokers and other middlemen.
As a result, the Plan Administrator will be required to report to
the Internal Revenue Service and the Plan Participant any sale of
shares effected on behalf of a Plan Participant.
If a Plan Participant is a foreign shareholder whose
dividends are subject to federal income tax withholding at the
applicable withholding rate (or a lower treaty rate), the
appropriate amount will be withheld and the balance in shares
will be credited to such Plan Participant's account.
Plan of Distribution
____________________
The Common Stock acquired under the Plan that is being
purchased directly from the Company is being sold directly by the
Company through the Plan. The Company will pay all the costs of
administration of the Plan in connection with a Plan
Participant's participation in the Plan other than brokerage
commissions in connection with purchases of Common Stock under
the Plan.
Common Stock may not be available under the Plan in all
states. This Prospectus does not constitute an offer to sell, or
a solicitation of an offer to buy, any Common Stock or other
securities in any state or any other jurisdiction to any person
to whom it is unlawful to make such offer in such jurisdiction.
Experts
_______
The consolidated financial statements incorporated in this
prospectus by reference from the Company's Annual Report on Form
10-K for the years ended December 31, 1994, 1993 and 1992 have
been audited by Deloitte & Touche LLP, independent auditors, as
stated in its report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and
auditing.
Legal Matters
_____________
Certain legal matters with respect to the Common Stock
offered hereby will be passed upon for the Company by Watson &
Marshall L.C., 1010 Grand Avenue, Suite 500, Kansas City,
Missouri 64106.
<PAGE>
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<PAGE>
(This page has been left blank intentionally.)
<PAGE>
No person has been authorized
to give any information or to
make any representations other
than those contained in this
Prospectus, and, if given or
made, such information or UMB Financial Corporation
UMB Financial Corporation
representations must not be
relied upon as having been
authorized. This Prospectus
does not constitute an offer
to sell or the solicitation of
an offer to buy any securities DIVIDEND REINVESTMENT AND
DIVIDEND REINVESTMENT AND
other than the securities to EMPLOYEE DIRECT STOCK
EMPLOYEE DIRECT STOCK
which it relates or any offer PURCHASE PLAN
PURCHASE PLAN
to sell or the solicitation of
an offer to buy such
securities in any
circumstances in which such
offer or solicitation is
unlawful. Neither the
delivery of this Prospectus
nor any sale made hereunder
shall, under any
circumstances, create any
implication that there has
been no change in the affairs
of UMBFC since the date hereof
or that the information
contained herein is correct as
of any time subsequent to its
date.
______________________
TABLE OF CONTENTS Page
Page
____
Available Information . . . .
Incorporation of Certain
Documents by Reference . .
The Company . . . . . . . . .
Risk Factors . . . . . . . .
Advantages and Disadvantages
of the Plan . . . . . . .
Use of Proceeds . . . . . . .
Description of the Plan . . .
The Plan . . . . . . . . .
Investment and Participation
____________________________
in the Plan . . . . . . .
Optional Cash Payments . .
Reinvestment in Common Stock
Changes in Enrollment Prior
to Termination of
Participation Including
Sale, Transfer or PROSPECTUS
PROSPECTUS
Withdrawal of Shares . . .
Other Matters in Connection
With the Plan . . . . . .
Termination of Participation
in the Plan . . . . . . .
Administration of the Plan
____________________________
Modification, Suspension
or Termination of the
Plan . . . . . . . . . . .
Federal Income Tax
Consequences to [Date]
Plan Participants . . . .
Responsibility of the
Company and the
Plan Administration . . .
Plan of Distribution . . . .
Experts . . . . . . . . . . .
Legal Matters . . . . . . . .
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of estimated expenses
to be paid by the Registrant in connection with the issuance and
sale of the Common Stock being registered:
Securities and Exchange Commission registration fee . . $ 4,449
________
Stock Exchange listing fees . . . . . . . . . . . . . . -0-
________
Blue Sky fees and expenses . . . . . . . . . . . . . . -0-
________
Accounting fees and expenses . . . . . . . . . . . . . -0-
________
Printing fees . . . . . . . . . . . . . . . . . . . . . 10,000
________
Legal fees and expenses . . . . . . . . . . . . . . . . 10,000
________
Transfer Agent and Registrar fees . . . . . . . . . . . -0-
________
Miscellaneous . . . . . . . . . . . . . . . . . . . . . 1,000
________
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $25,449
_______
ITEM 15. INDEMNIFICATION OF OFFICERS & DIRECTORS.
Section 351.355(1) and (2) of the General and Business
Corporation Law of the State of Missouri provides that a
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that
he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses, judgments, fines and amounts paid
in settlements actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful, except that, in the
case of an action or suit by or in the right of the corporation,
the corporation may not indemnify such persons against judgments
and fines and no person shall be indemnified as to any claim,
issue or matter as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance of
his duty to the corporation, unless and only to the extent that
the court in which the action or suit was brought upon
application determines that such person is fairly and reasonably
entitled to indemnity for proper expenses. Section 351.355(3)
provides that, to the extent that a director, officer, employee
or agent of the corporation has been successful in the defense of
any such action, suit or proceeding or any claim, issue or matter
therein, he shall be indemnified against expenses, including
attorney's fees, actually and reasonably incurred in connection
with such action, suit or proceeding. Section 351.355(7)
provides that a Missouri corporation may provide additional
indemnification to any person indemnifiable under subsection (1)
or (2), provided such additional indemnification is authorized by
the corporation's Articles of Incorporation or an amendment
thereto or by a shareholder-approved Bylaw or agreement, and
provided further that no person shall thereby be indemnified
against conduct which was finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct.
Article IX, Section 4 of the Company's Bylaws provides that the
Company may extend to its directors, officers and employees the
indemnification specified in subsections (1) and (2).
The Registrant maintains a policy of insurance under which
the insurer will, subject to certain conditions, defend the
directors and officers of the Registrant against and indemnify
them from any liability incurred in their capacity as such.
ITEM 16. EXHIBITS.
The Exhibits set forth below are included with the Registration
Statement. Exhibits marked with an asterisk are incorporated by
reference as indicated pursuant to Rule 411(c) from other
documents filed with the Securities and Exchange Commission.
EXHIBIT DESCRIPTION OF EXHIBIT
_______ ______________________
1 Underwriting Agreement
Not Applicable
2 Plan of Acquisition, reorganization, arrangement,
liquidation or succession
Not Applicable
3 The Registrant's Articles of Incorporation, as amended,
through July 12, 1995 are attached hereto as Exhibit
3.1
The Registrant's Bylaws as amended through January 19,
1995 are attached hereto as Exhibit 3.2
4 Instruments Defining the Rights of Security Holders,
Including Indentures
The Registrants' Articles of Incorporation and Bylaws
as amended are attached as Exhibits 3.1 and 3.2. The
following portions of those documents define some of
the rights of the holders of the Registrant's common
stock, par value $1.00 per share: Article III
(authorized shares), Article X (amendment of the
Bylaws) and Article XI (amendment of the Articles of
Incorporation) of the Articles of Incorporation and
Articles II (shareholder meetings), Sections 2 (number
and classes of directors) and 3 (Election and Removal
of Directors) of Article III, Section 1 (stock
certificates) of Article VII and Section 4
(indemnification) of Article VIII of the Bylaws.
Shareholder Rights Plan attached as Exhibit 1 to the
Registrant's Form 8-A dated August 11, 1995, and
incorporated by reference as Exhibit 4.1.
Note: No long-term debt instrument issued by the
Registrant exceeds 10% of the consolidated total assets
of the Registrant and its subsidiaries. In accordance
with paragraph 4(iii) of Item 601 of Regulation S-K,
the Registrant will furnish to the Commission, upon
request, copies of long-term debt instruments and
related agreements.
5 Opinion regarding legality
Opinion regarding the legality of the shares to be
issued pursuant to this registration statement
(including consent) is attached hereto as Exhibit 5.
8 Opinion regarding tax matters
Opinion regarding certain federal income tax
consequences of the Dividend Reinvestment and Employee
Direct Stock Purchase (including consent) is attached
hereto as Exhibit 8.
12 Statement regarding Computation of Ratios
Not applicable.
15 Letters regarding Unaudited Interim Financial
Information
Not applicable.
23 Consents of Experts and Counsel
The consent of Deloitte & Touche LLP as independent
public auditors for UMB Financial Corporation is
attached hereto as Exhibit 23.
Exhibits 5 and 8 hereto have the consents contained
therein.
24 Power of Attorney
A limited power of attorney is attached hereto as
Exhibit 24.
25 Statement regarding the Eligibility of Trustees
Not applicable.
26 Invitation for Competitive Bids
Not applicable.
27 Financial Data Schedule
Not applicable.
28 Information from reports furnished to state insurance
regulatory authorities
Not applicable.
99 Additional Exhibits
None.
ITEM 17. UNDERTAKINGS.
The Registrant hereby undertakes:
1. To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which individually or
in the aggregate, represent a fundamental change
in the information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) do
not apply if the information required to be
included in the post-effective amendment by those
paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the
Registration Statement.
2. That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("the Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by the Registrant is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities and Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city
of Kansas City, Missouri, on the 13th day of November, 1995.
UMB FINANCIAL CORPORATION
By /s/ R. Crosby Kemper
____________________________
R. Crosby Kemper
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE AND NAME CAPACITY DATE
__________________ ________ ____
/s/R. Crosby Kemper* Director;
_________________________
R. Crosby Kemper, Jr. Chairman of the
Board; Chief
Executive Officer
/s/Peter J. Genovese* Director; Vice
_________________________
Peter J. Genovese Chairman of the
Board
/s/ Paul D. Bartlett, Jr.* Director
__________________________
Paul D. Bartlett, Jr.
/s/Thomas E. Beal* Director
_________________________
Thomas E. Beal
/s/H. Alan Bell* Director
_________________________
H. Alan Bell
Director
_________________________
David R. Bradley, Jr.
/s/Newton A. Campbell* Director
_________________________
Newton A. Campbell
Director
_________________________
Thom R. Cooper
/s/William Terry Fuldner* Director
_________________________
William Terry Fuldner
/s/ Charles A. Garney* Director
_________________________
Charles A. Garney
/s/C. N. Hoffman, Jr.* Director
_________________________
C.N. Hoffman, Jr.
/s/Alexander C. Kemper* Director
_________________________
Alexander C. Kemper
/s/R. Crosby Kemper, III* Director
_________________________
R. Crosby Kemper, III
/s/Daniel N. League, Jr.* Director
_________________________
Daniel N. League, Jr.
/s/ William J. McKenna* Director
_________________________
William J. McKenna
Director
_________________________
Roy E. Mayes
/s/Mary Lynn Oliver* Director
_________________________
Mary Lynn Oliver
Director
_________________________
W.L. Orscheln
Director
_________________________
Robert W. Plaster
/s/Alan W. Rolley* Director
_________________________
Alan W. Rolley
Director
_________________________
Joseph F. Ruysser
Director
_________________________
Thomas D. Sanders
Director
_________________________
Herman R. Sutherland
/s/E. Jack Webster, Jr.* Director
_________________________
E. Jack Webster, Jr.
/s/Jon Wefald* Director
_________________________
Jon Wefald
/s/John E. Williams* Director
_________________________
John E. Williams
/s/Timothy M. Connealy Chief Financial
_________________________
Timothy M. Connealy Officer
/s/David D. Miller
_________________________
David D. Miller
Attorney-in-Fact
By /s/David D. Miller As attorney-in fact for the
__________________
David D. Miller above-named officers and directors
pursuant to powers of attorney duly
executed by such persons
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
_______ ___________
3.1 The Registrant's Articles of Incorporation, as amended,
through July 12, 1995 are attached hereto as Exhibit
3.1.
3.2 The Registrant's Bylaws as amended through January 19,
1995 are attached hereto as Exhibit 3.2.
5 Opinion regarding the legality of the shares to be
issued pursuant to this registration statement
(including consent) attached hereto as Exhibit 5.
8 Opinion regarding certain federal income tax
consequences of the Dividend Reinvestment and Employee
Direct Stock Purchase (including consent) attached
hereto as Exhibit 8.
23 The consent of Deloitte & Touche LLP as independent
public auditors for UMB Financial Corporation is
attached hereto as Exhibit 23.
The consents of Watson & Marshall L.C. are included in
Exhibits 5 and 8.
24 Power of Attorney
The limited power of attorney is attached hereto as
Exhibit 24.
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
CITIBANC SHARES OF MISSOURI, INC.
____________________
The undersigned natural persons of the age of twenty-
one years or more, for the purpose of forming a corporation under
The General and Business Corporation Law of Missouri, adopt the
following Articles of Incorporation:
ARTICLE I
_________
The name of the corporation is "Citibanc Shares of
Missouri, Inc."
ARTICLE II
__________
The address of the corporation's initial registered
office in the State of Missouri is: 928 Grand Avenue, Kansas
City, Missouri, and the name of its initial registered agent at
such address is: Charles G. Young, Jr.
ARTICLE III
___________
The aggregate number of shares which the corporation
shall have authority to issue is three thousand (3,000) shares of
common stock with a par value of Twelve Dollars and Fifty Cents
($12.50) per share. There shall be no preferences,
qualifications, limitations, restrictions or special, relative or
convertible rights in respect of any of said shares.
ARTICLE IV
__________
The number and class of shares to be issued before the
corporation shall commence business is fifty (50) shares of
common stock with a par value of Twelve Dollars and Fifty Cents
($12.50) per share. The consideration to be paid therefor and
the capital with which the corporation shall commence business is
Six Hundred Twenty-Five Dollars ($625.00). The corporation will
not commence business until consideration of the value of at
least Six Hundred Twenty-Five Dollars ($625.00) has been received
for the issuance of shares.
ARTICLE V
_________
The name and place of residence of each incorporator is
as follows:
Name Residence
____ _________
R. Crosby Kemper, Jr. 1014 Greenway Terrace
Kansas City, Missouri
Charles G. Young, Jr. 221 West 48th St.
Kansas City, Missouri
V.B. Kassebaum 1215 West 59th Street
Kansas City, Missouri
ARTICLE VI
__________
The number of directors to constitute the Board of
Directors is nine (9).
ARTICLE VII
___________
The duration of the corporation is perpetual.
ARTICLE VII
___________
The corporation is formed for the following purposes:
(a) To purchase, subscribe for or
otherwise acquire and own, hold as an
investment or otherwise, use, sell, assign,
deal in, transfer, mortgage, pledge, exchange
or otherwise dispose of, alone or in
syndicates or otherwise in conjunction with
others, shares of capital stock, bonds,
debentures, notes, evidences of indebtedness
and other securities, contracts or
obligations of any corporation, association,
partnership, entity, or governmental,
municipal or public authority, domestic or
foreign, and to pay therefor in whole or in
part, in cash or by exchanging therefor
shares of the capital stock, bonds,
debentures, notes or other obligations of
this corporation or any other corporation,
and while the owner or holder of any such
property to receive, collect and dispose of
the interest, dividends and income arising
from such property, and to possess and
exercise in respect thereof all the right,
powers and privileges of ownership, including
all voting powers of any securities so owned;
(b) To carry on and conduct either
directly or through subsidiaries any lawful
business or businesses, and to do all things
necessary or proper for the conduct of any
businesses in which the corporation may be
engaged;
(c) To make, manufacture, process,
organize, finance, manage, operate, purchase,
sell, own, hold, store, exchange, rent,
lease, service, repair, handle or deal in and
with in any manner, property of any and every
description and class which is now or may
become the subject of trade or commerce;
(d) To cause to be formed, to promote,
and to aid in the formation of any
corporation or association, domestic or
foreign, and to cause or participate in the
merger, consolidation, reorganization,
liquidation or dissolution of any corporation
or association, domestic or foreign, in
which, or in the business or welfare of
which, the corporation shall have directly or
indirectly any interest;
(e) To operate, manage, supervise, and
control all or any part of the business and
property of any corporation, association,
firm, entity, individual or undertaking,
domestic or foreign, or to take any part
therein, and to appoint and remunerate any
directors, accountants, other experts,
agents, employees and persons;
(f) To acquire by purchase, lease or
otherwise, to construct, assemble, own, hold,
lease, rent, remodel, improve, reconstruct,
mortgage, encumber, operate, manage, deal in
and dispose of machinery, equipment,
appliances, fixtures, buildings, offices,
factories, store rooms, warehouses, plants,
garages, apartments and houses, with all
improvements, machines, fixtures and
equipment appurtenant or convenient thereto,
or which may be useful or desirable in the
conduct of any business or businesses in
which the corporation is or may be engaged;
(g) To own, acquire, buy, sell, deal
in, lease, rent, remodel, improve,
reconstruct, mortgage and otherwise encumber
real estate, whether improved or unimproved,
and any interest of any kind whatsoever
therein, and to own, hold, deal in and
dispose of such property, whether real,
personal or mixed;
(h) to acquire the good will, business,
rights and property of any person, firm,
association or corporation, and to pay for
the same in cash, property, stocks, notes or
otherwise; to hold and enjoy or in any manner
to dispose of the whole or any part of the
property, assets and rights so acquired; to
conduct in any lawful manner the whole or any
part of any business so acquired, and to
exercise all powers necessary or convenient
in and about the conduct and management of
any business or businesses in which the
corporation is now or may hereafter be
engaged;
(i) To sell, lease, convey, or
otherwise dispose of, mortgage, pledge or
otherwise encumber all or any part of its
property and assets;
(j) To acquire, deal in, purchase, own,
hold, lease, rent, mortgage, develop, mine,
produce, acquire, exploit, encumber and
dispose of lumber, natural resources,
minerals and mineral rights or royalty
interests of any kind;
(k) To acquire, own, deal in, hold,
enjoy, use and dispose of patents and patent
rights, trademarks and trade names,
distinctive marks, copyrights, licenses,
inventions, improvements, processes,
franchises, permits and other evidences of
lawful authority or agency;
(l) To borrow money for any of the
purposes of the corporation and to draw,
make, accept, endorse, discount, execute,
issue, sell, pledge or otherwise dispose of
promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other
negotiable or non-negotiable, transferable or
non-transferable instruments and evidences of
indebtedness, and to secure the payment
thereof and the interest thereon by mortgage,
assignment in trust, pledge, conveyance, or
other encumbrance of the whole or any part of
the property of the corporation at the time
owned or thereafter acquired;
(m) To purchase, acquire, hold, sell,
transfer and redeem or otherwise deal in
shares of its own capital stock, whenever and
to the fullest extent permitted by law;
(n) To lend money, and to acquire, take
or hold as security, if desired, real and
personal property, bonds, debentures, notes
or any other evidences of interest of
indebtedness or any other security for the
payment of funds so loaned; to promote or to
aid in any manner, financially or otherwise,
any corporation or association of which any
stocks, bonds, or other evidences of
indebtedness or securities are held directly
or indirectly by this corporation; and for
this purpose to guarantee the contracts,
dividends, stocks, bonds, notes and other
obligations of such other corporation or
association, and to do any other acts or
things designed to protect, preserve, improve
or enhance the value of such stocks, bonds,
or other evidences of indebtedness of
securities.
(o) To have and to exercise all powers
necessary or incident to carrying out its
corporate purposes, to exercise all other
powers permitted by law, and to possess and
enjoy all rights and powers which now or at
any time hereafter may be granted to or
exercised by a corporation of this character;
(p) Nothing in these Articles of
Incorporation shall authorize this
corporation to engage in any business which
would cause the corporation to be, or become,
an investment company as that term is defined
in the Investment Company Act of 1940, or
shall authorize the corporation to hold
itself out as such an investment company.
ARTICLE IX
__________
No holder of stock of the corporation of any class
shall be entitled as a matter of right to subscribe for or
purchase any part of any new or additional issue of stock, or
securities convertible into stock, of any class whatsoever,
whether now or hereafter authorized, and all such additional
shares of stock or other securities convertible into stock may be
issued and disposed of by the Board of Directors to such person
or persons and on such terms and for such consideration (so far
as may be permitted by law) as the Board of Directors, in their
absolute discretion, may deem advisable.
ARTICLE X
_________
The Board of Directors shall have the power to make,
alter, amend or repeal the By-Laws of the corporation from time
to time.
ARTICLE XI
__________
The corporation reserves the right to amend, alter,
change or repeal any provisions contained in these Articles of
Incorporation in the manner now or hereafter prescribed by law,
and all rights conferred upon shareholders herein are granted
subject to this reservation.
IN WITNESS WHEREOF, these Articles of Incorporation
have been signed this 12th day of June, 1967.
/s/R. Crosby Kemper, Jr.
_____________________________
R. Crosby Kemper, Jr.
/s/Charles G. Young, Jr.
______________________________
Charles G. Young, Jr.
/s/V.B. Kassebaum
______________________________
V. B. Kassebaum
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
I, Rosemary F. Nugent, a Notary Public, do hereby
certify that on this 12th day of June, 1967, personally appeared
before me R. CROSBY KEMPER, JR., CHARLES G. YOUNG, JR. and V.B.
KASSEBAUM, who being by me first duly sworn, declared that they
are the persons who signed the foregoing document as
incorporators, and that the statements therein contained are
true.
/s/Rosemary F. Nugent
________________________________
Notary Public
My commission expires:
November 30, 1967
<PAGE>
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MISSOURI, 65101
Pursuant to the provisions of The General And Business
Corporation Law of Missouri, the undersigned Corporation
certifies the following:
(1) The name of the Corporation is: Missouri Bancshares,
Inc.
The name under which it was originally organized was:
Citibanc Shares of Missouri, Inc.
(2) An amendment to the Corporation's Articles of
Incorporation was adopted by the shareholders on March 4, 1968.
(3) The amendment adopted is as follows: That the name of
the Corporation be changed from Citibanc Shares of Missouri, Inc.
to Missouri Bancshares, Inc.
(4) Of the 50 shares outstanding, 50 of such shares were
entitled to vote on such amendment.
The number of outstanding shares of any class entitled to
vote thereof as a class were as follows:
Class Number of Outstanding Shares
_____ ____________________________
Common 50
(5) The number of shares voted for and against the
amendment was as follows:
Class No. voted for No. voted against
_____ _____________ _________________
Common 50 0
(6) Not applicable.
(7) Not applicable.
IN WITNESS WHEREOF, the undersigned, President of
Missouri Bancshares, Inc., has executed this instrument and its
Secretary has affixed its corporate seal hereto and attested said
seal on the 5th day of March, 1968.
MISSOURI BANCSHARES, INC.
(CORPORATE SEAL)
By /s/R. Crosby Kemper, Jr.
__________________________
R. Crosby Kemper, Jr.
President
ATTEST:
/s/Charles G. Young, Jr.
________________________
Charles G. Young, Jr.,
Secretary
STATE OF MISSOURI )
) SS.
COUNTY OF JACKSON )
I, Alice M. Hibbits, a notary public, do hereby certify that
on this 5th day of March 1968 personally appeared before me R.
Crosby Kemper, Jr., who, being by me first duly sworn, declared
that he is the President of Missouri Bancshares, Inc., that he
signed the foregoing document as President of the corporation,
and that the statements therein contained are true.
/s/Alice M. Hibbits
______________________________
Notary Public
(NOTARIAL SEAL)
My Commission Expires:
August 29, 1971
<PAGE>
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
MISSOURI BANCSHARES, INC.,
A MISSOURI CORPORATION
____________
Pursuant to the provisions of The General and Business
Corporation Law of Missouri, Missouri Bancshares, Inc., does, by
its President, R. Crosby Kemper, Jr., and by its Secretary,
Charles G. Young, Jr., hereby make this Certificate of Amendment
of the Articles of Incorporation of Missouri Bancshares, Inc., a
Missouri corporation, certifying as follows:
1. The name of the corporation is: "Missouri Bancshares,
Inc." The corporation was originally organized under the name
"Citibanc Shares of Missouri, Inc."
2. The amendment to the Articles of Incorporation of
Missouri Bancshares, Inc. hereinafter set forth was adopted by
the shareholders of said corporation on October 22, 1969.
3. The amendment of the Articles of Incorporation of
Missouri Bancshares, Inc., adopted by the shareholders of said
corporation, amends Article III of the Articles of Incorporation,
so that, as amended, Article III provides as follows:
"ARTICLE III
___________
The aggregate number of shares which the
corporation shall have authority to issue is One
Million Seven Hundred Fifty Thousand (1,750,000) shares
of common stock with a par value of Twelve Dollars and
Fifty Cents ($12.50) per share. There shall be no
preferences, qualifications, limitations, restrictions
or special, relative or convertible rights in respect
of any of said shares."
4. The number of shares of common stock of Missouri
Bancshares, Inc. outstanding and the number of shares entitled to
vote on the foregoing amendment was fifty (50).
5. The number of shares of common stock of Missouri
Bancshares, Inc. voted for the foregoing amendment to the
Articles of Incorporation at a special meeting of shareholders
duly called and held on October 22, 1969, was fifty (50); and the
number of shares voted against the foregoing amendment was zero
(0).
6, The amendment effects a change in the number of
authorized shares having a par value. Prior to the effective
date of the amendment, the corporation was authorized to issue
three thousand (3,000) shares of common stock with a par value of
Twelve Dollars and Fifty Cents ($12.50) per share, a total in
dollars of Thirty Seven Thousand Five Hundred Dollars
($37,500.00) of par value of all authorized shares. Under the
foregoing amendment, the corporation is authorized to issue One
Million Seven Hundred Fifty Thousand (1,750,000) shares of common
stock with a par value of Twelve Dollars and Fifty Cents ($12.50)
per share, a total in dollars of Twenty One Million Eight Hundred
Seventy Five Thousand Dollars ($21,875,000) par value of
authorized shares.
IN WITNESS WHEREOF, the undersigned President of Missouri
Bancshares, Inc. has executed this instrument; and the Secretary
of Missouri Bancshares, Inc. has affixed the seal of said
corporation hereto and attested said seal on the 22nd day of
October, 1969.
MISSOURI BANCSHARES, INC.
(Seal)
By /s/ R. Crosby Kemper, Jr.
_________________________________
R. Crosby Kemper, Jr.,
President
Attest:
/s/Charles G. Young, Jr.
__________________________
Charles G. Young, Jr. Secretary
STATE OF MISSOURI )
) SS.
COUNTY OF JACKSON )
I, Ruth L. Crews, a Notary Public, do hereby certify that on
this 22nd day of October, 1969, personally appeared before me. R.
Crosby Kemper, Jr., who being first duly sworn, declared that he
is the President of Missouri Bancshares, Inc., a Missouri
corporation, that he signed the foregoing document as President
of the corporation, and that the statements therein contained are
true.
/s/ Ruth L. Crews
________________________________
Notary Public
My Commission Expires:
My commission expires October 15, 1973
Ruth L. Crews, Notary Public for
Jackson County, Missouri
<PAGE>
CERTIFICATE OF AMENDMENTS
OF
ARTICLES OF INCORPORATION
OF
MISSOURI BANCSHARES, INC.
A MISSOURI CORPORATION
______________
The undersigned, R. Crosby Kemper, Jr., President of
Missouri Bancshares, Inc., and Jerome H. Scott, Jr. Secretary of
Missouri Bancshares, Inc., do hereby make this Certificate of
Amendments of the Articles of Incorporation of Missouri
Bancshares, Inc., a Missouri corporation, certifying as follows:
1. The name of the corporation is "Missouri Bancshares,
Inc."
2. The Amendments to the Articles of Incorporation
hereinafter set forth were adopted by the shareholders of
Missouri Bancshares, Inc. on April 21, 1971.
3. The Amendments to the Articles of Incorporation adopted
by the shareholders of Missouri Bancshares, Inc., amend Article
III and Article VI of the Articles of Incorporation.
4. Article III of the Articles of Incorporation as it now
reads is deleted and in lieu thereof Article III is amended so
that, as amended, it provides as follows:
"ARTICLE III
The number of directors of the corporation shall be
seventeen."
5. The number of shares of stock of Missouri Bancshares,
Inc. outstanding on March 19, 1971, the record date for voting at
the Annual Meeting of Shareholders, was 1,234,161 shares, all of
which were common shares. The number of shares entitled to vote
for the foregoing amendment was 1,234,161.
6. At the Annual Meeting of Shareholders of Missouri
Bancshares, Inc. duly called and held on April 21, 1971, the
number of shares voted for the amendment of Article III was
1,114,669, and the number of shares voted against the amendment
of Article III was 3,101.
7. The Amendment of Article III effects a change in the
Articles of Incorporation by deleting the present Article III and
in lieu thereof substituting an Article III which provides for a
change in the number of directors of the Corporation. Prior to
the Amendment, the number of directors of the Corporation was
nine. Under the foregoing amendment, the number of directors of
the Corporation will be seventeen.
8. Article VI of the Articles of Incorporation as it now
reads is deleted and in lieu thereof Article VI is amended so
that, as amended, it provides as follows:
"ARTICLE VI
The aggregate number of shares which the Corporation shall
have authority to issue is Two Million (2,000,000) shares of
common stock each of a par value of Twelve Dollars and Fifty
Cents ($12.50). No shareholder in his capacity as such shall
have any pre-emptive or preferential right to subscribe for or
receive any shares of stock of this Corporation or any
obligations convertible into shares of stock of this
Corporation."
9. The number of shares of stock of Missouri Bancshares,
Inc. outstanding on March 19, 1981, the record date for voting at
the Annual Meeting of Shareholders, was 1,234,161 shares, all of
which were common shares. The number of shares entitled to vote
for the foregoing amendment was 1,234,161.
10. At the Annual Meeting of Shareholders of Missouri
Bancshares, Inc., duly called and held on April 21, 1971, the
number of shares voted for the Amendment to Article VI was
1,115,243, and the number of shares voted against the Amendment
to Article VI was 2,527.
11. The Amendment to Article VI effects a change in the
Articles of Incorporation by deleting the present Article III and
in lieu thereof substituting an Article III which provides for a
change in the number of authorized shares. Prior to the
Amendment, the number of authorized shares of common stock was
one million seven hundred fifty thousand (1,750,000) with a par
value of twelve dollars and fifty cents ($12.50) per share.
Under the foregoing Amendment, the number of authorized shares of
common stock will be two million (2,000,000) with a par value of
twelve dollars and fifty cents ($12.50) per share.
IN WITNESS WHEREOF, the undersigned, R. Crosby Kemper, Jr.,
President of the Corporation, has executed this instrument, and
its Secretary, Jerome H. Scott, Jr., has affixed the corporate
seal on this 21st day of April, 1971.
MISSOURI BANCSHARES, INC.
(SEAL)
By /s/R. Crosby Kemper, Jr.
_________________________
R. Crosby Kemper, Jr.
/s/Jerome H. Scott, Jr.
_______________________
Jerome H. Scott, Jr.
STATE OF MISSOURI )
) SS.
COUNTY OF JACKSON )
I, Rosemary F. Nugent, a Notary Public, do hereby certify
that on the 21st day of April, 1971, personally appeared before
me R. Crosby Kemper, Jr., who, being by me first duly sworn,
declared that he signed the foregoing document as President of
Missouri Bancshares, Inc., and that the statements contained
therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of my office at Kansas City, Jackson County, Missouri,
the day and year last above written.
/s/Rosemay F. Nugent
___________________________________
Notary Public Within and for said
County and State
My Commission Expires:
November 30, 1971
<PAGE>
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
MISSOURI BANCSHARES, INC.
__________________
Pursuant to the provisions of The General and Business
Corporation Law of Missouri, the undersigned Corporation
certifies the following:
1. The name of the Corporation is Missouri
Bancshares, Inc.
The name under which it was originally organized was
Citibanc Shares of Missouri, Inc.
2. An amendment to the Corporation's Articles of
Incorporation was adopted by the shareholders on August 24, 1971.
3. Article I is amended to read as follows:
"ARTICLE I
The name of the Corporation shall be United Missouri
Bancshares, Inc."
4. Of the 1,232,708 shares outstanding, 1,232,708 of
such shares were entitled to vote on such amendment.
The number of outstanding shares of any class entitled
to vote thereof as a class were 1,232,708 common shares.
5. The number of shares voted for and against the
amendment was as follows:
Class No. Voted For No. Voted
_____ _____________ _______________
Against
_______
Common stock 1,025,137 441
IN WITNESS WHEREOF, the undersigned, John J. Kramer,
Executive Vice President, has executed this instrument and Jerome
H. Scott, Jr., its Secretary, has affixed its corporate seal
hereto and attested said seal on the 24th day of August, 1971.
MISSOURI BANCSHARES, INC.
(SEAL)
ATTEST: By /s/John J. Kramer
_________________________________
Executive Vice President
/s/J.H. Scott, Jr.
__________________
Secretary
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
I, Suellen Long, a notary public do hereby certify that
on this 24th day of August, 1971, personally appeared before me
John J. Kramer, who, being by me first sworn, declared that he is
the Executive Vice President of Missouri Bancshares, Inc., that
he signed the foregoing document as Executive Vice President of
the corporation, and that the statements therein contained are
true.
/s/Suellen Long
______________________________
Notary Public
My Commission Expires:
My commission expires April 4, 1975
<PAGE>
ASSIGNMENT
__________
For value received the undersigned, Missouri
Bancshares, Inc., a Missouri corporation, hereby assigns and
transfers unto United Missouri Bancshares, Inc. all of its right,
title and interest in and to the name "Missouri Bancshares, Inc."
MISSOURI BANCSHARES, INC.
ATTEST:
By /s/John J. Kramer
_______________________________
/s/J. H. Scott, Jr. President
_____________________
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
I, Suellen Long, a Notary Public, in and for the County
and State aforesaid, do hereby certify that on the 24th day of
August, 1971, personally appeared before me John J. Kramer and
Jerome H. Scott, Jr., to me personally known to be the same
persons who executed the foregoing assignment, and severally
acknowledged that they executed it for the purposes therein set
forth.
IN WITNESS WHEREOF, I have hereunto set my hand and
seal the year and day above written.
/s/Suellen Long
_______________________________________
Notary Public
My Commission Expires:
My commission expires April 4, 1975
<PAGE>
CERTIFICATE OF AMENDMENT
of
ARTICLES OF INCORPORATION
of
UNITED MISSOURI BANCSHARES, INC.
A Missouri Corporation
______________________
The undersigned, E. J. Robertson, Vice President of
United Missouri Bancshares, Inc., and the undersigned, Cyrus E.
Ricketts, Assistant Secretary of United Missouri Bancshares,
Inc., do hereby make this Certificate of Amendment of the
Articles of Incorporation of United Missouri Bancshares, Inc., a
Missouri corporation, certifying as follows:
1. The name of the corporation is "United Missouri
Bancshares, Inc."
2. The Amendment to the Articles of Incorporation
hereinafter set forth was adopted by the shareholders of United
Missouri Bancshares, Inc. on April 19, 1973.
3. The Amendment to the Articles of Incorporation
adopted by the shareholders of the corporation amends Article VI
of the Articles of Incorporation, so that, as amended, Article VI
shall provide as follows:
ARTICLE VI
__________
The aggregate number of shares which the
corporation shall have authority to issue is
four million (4,000,000) shares of common
stock with a par value of Twelve Dollars and
fifty cents ($12.50) per share. There shall
be no preferences, qualifications,
limitations, restrictions or special,
relative or convertible rights in respect of
any of said shares.
4. The number of outstanding shares of stock of
United Missouri Bancshares, Inc. is 1,358,484, all of which are
common shares. The number of shares entitled to vote on the
foregoing amendment was 1,358,484.
5. At the meeting of shareholders of the corporation
duly called and held on April 19, 1973, the number of shares
voted for the amendment was 1,187,057 and the number of shares
voted against the amendment was 113.
6. The amendment effects a change in the number of
authorized shares of common stock of the corporation. Prior to
the amendment, the number of authorized shares of common stock
was two million (2,000,000) and the par value of such shares was
$12.50 per share. Under the foregoing amendment, the number of
authorized shares of common stock will be four million
(4,000,000) and the par value of such shares will remain at
$12.50 per share.
7. The amount, in dollars, of authorized shares of
the corporation having a par value, as changed by the amendment,
is $50,000,000.
IN WITNESS WHEREOF, the undersigned, E. J. Robertson,
Vice President of the company, has executed this instrument, and
its Assistant Secretary, Cyrus E. Ricketts, has affixed the
corporate seal on the 27th day of April, 1973.
UNITED MISSOURI BANCSHARES, INC.
By /s/E.J. Robertson
________________________________
ATTEST: E. J. Robertson, Vice President
/s/Cyrus E. Ricketts
______________________________________
Cyrus E. Ricketts, Assistant Secretary
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
I, Ruth L. Crews, a Notary Public, do hereby certify that on
the 27th day of April, 1973, personally appeared before me E. J.
Robertson, who, being by me first duly sworn, declared that he
signed the foregoing document as Vice President of United
Missouri Bancshares, Inc., and that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of my office at Kansas City, Jackson County, Missouri,
the day and year last above written.
/s/Ruth L. Crews
____________________________
Notary Public Within and For Said
County and State
My Commission Expires:
My commission expires Oct. 15, 1973
Ruth L. Crews, Notary Public
for Jackson County, MO
<PAGE>
CERTIFICATE OF
AMENDMENTS OF ARTICLES OF INCORPORATION
Honorable James C. Kirkpatrick
Secretary of State
State of Missouri
Jefferson City, Missouri 65101
Pursuant to the provisions of the General and Business
Corporation Law of Missouri, the undersigned Corporation
certifies the following:
(1) The name of the Corporation is United Missouri
Bancshares, Inc.
The name under which it was originally organized
was Citibanc Shares of Missouri, Inc.
(2) Amendments to the Corporation's Articles of
Incorporation were adopted by the shareholders on April 19, 1979.
(3) Article III is amended to read as follows:
"ARTICLE III: The number of directors
constituting the first Board of Directors of the
corporation was nine (9) and the number constituting
the Board at the time of the effectiveness of the
Amendment is seventeen (17). Hereafter, the number of
directors shall be fixed by, or in the manner provided
in, the By-Laws of the Corporation. Any change in the
number of directors shall be reported to the Secretary
of State within thirty (30) calendar days of such
change. Directors need not be shareholders unless the
By-Laws require them to be shareholders."
(4) Of the 3,413,985 shares outstanding, 3,413,985 of such
shares were entitled to vote on such amendment.
(5) The number of shares voted for and against the
amendment was as follows:
Class No. Voted For No. Voted Against
_____ _____________ _________________
Common Stock, 2,805,473 11,294
$12.50 par value
(6) Article VI is amended to read as follows:
"ARTICLE VI. The aggregate number of shares which
the Corporation shall have authority to issue is five
million (5,000,000) shares of Common Stock with a par
value of Twelve Dollars and fifty cents ($12.50) per
share. There shall be no preferences, qualifications,
restrictions or special, relative or convertible rights
in respect of any of such shares."
(7) Of the 3,413,985 shares outstanding, 3,413,985 of such
shares were entitled to vote on such amendment.
(8) The amendment changed the number of authorized shares
having a par value of $12.50 and the amount in dollars of
authorized shares having a par value as changed is: From
4,000,000 shares to 5,000,000 shares for a dollar increase of
$12,500,000.
(9) The number of shares voted for and against the
amendment was as follows:
Class No. Voted For No. Voted Against
_____ _____________ _________________
Common Stock, 2,797,420 19,347
$12.50 par value
(10) Article X is amended to read as follows:
"ARTICLE X. The By-Laws of the Corporation may
from time to time be altered, amended, suspended or
repealed, or new By-Laws may be adopted, in any of the
following ways: (i) by the affirmative vote, at any
annual or special meeting of the shareholders, of the
holders of at least two-thirds of the outstanding
shares of stock of the Corporation entitled to vote
thereon, or (ii) by resolution adopted by a majority of
the full Board of Directors at a meeting thereof, or
(iii) by unanimous written consent of all the directors
in lieu of a meeting; provided, however, that the power
of the directors to alter, amend, suspend or repeal the
By-Laws or any portion thereof may be denied as to any
By-Laws or any portion thereof enacted by the
shareholders if at the time of such enactment the
shareholders shall so expressly provide."
(11) Of the 3,413,985 shares outstanding, 3,413,985 of such
shares were entitled to vote on such amendment.
(12) The number of shares voted for and against the
amendment was as follows:
Class No. Voted For No. Voted Against
_____ _____________ _________________
Common Stock, 2,806,648 10,119
$12.50 par value
(13) Article XI is amended to read as follows:
"ARTICLE XI. The corporation reserves the right
to alter, amend or repeal any provision contained in
its Articles of Incorporation in the manner now or
hereafter prescribed by the statutes of Missouri, and
all rights and powers conferred herein are granted
subject to this reservation; and, in particular, the
Corporation reserves the right and privilege to amend
its Articles of Incorporation from time to time so as
to authorize other or additional classes of shares
(including preferential shares), to increase or
decrease the number of shares of any class now or
hereafter authorized, to establish, limit or deny to
shareholders of any class the right to purchase or
subscribe for any shares of stock of the Corporation of
any class, whether now or hereafter authorized or
whether issued for cash, property or services or as a
dividend or otherwise, or to purchase or subscribe for
any obligations, bonds, notes, debentures, or
securities or stock convertible into shares of stock of
the Corporation or carrying or evidencing any right to
purchase shares of stock of any class, and to vary the
preferences, priorities, special powers,
qualifications, limitations, restrictions and the
special or relative rights or other characteristics in
respect of the shares of each class, and to accept and
avail itself of, or subject itself to, the provisions
of any statutes of Missouri hereafter enacted
pertaining to general and business corporations, to
exercise all the rights, powers and privileges
conferred upon corporations organized thereunder or
accepting the provisions thereof and to assume the
obligations and duties imposed therein, upon the
affirmative vote of the holders of a majority of the
shares of stock entitled to vote thereon, or, in the
event the laws of Missouri require a separate vote by
classes of shares, upon the affirmative vote of the
holders of a majority of the shares of each class whose
separate vote is required thereon; provided, however,
that none of the provisions of this ARTICLE XI or
ARTICLE III or ARTICLE X may be amended or repealed nor
may any provision be added to these Articles of
Incorporation that would be inconsistent with any
provision of this ARTICLE XI or ARTICLE III or ARTICLE
X hereof or by the By-Laws of the Corporation, unless
such amendment, repeal or additional provision shall be
approved by the affirmative vote, at any annual or
special meeting of the shareholders, of the holders of
at least two-thirds of the outstanding shares of the
Corporation entitled to vote thereon."
(14) Of the 3,413,985 shares outstanding, 3,413,985 of such
shares were entitled to vote on such amendment.
(15) The number of shares voted for and against the
amendment was as follows:
Class No. Voted For No. Voted Against
_____ _____________ _________________
Common Stock, 2,802,762 14,005
$12.50 par value
IN WITNESS WHEREOF, the undersigned President has executed
this instrument and its Secretary has affixed its corporate seal
hereto and attested said seal on the 19th day of April, 1979.
Seal UNITED MISSOURI BANCSHARES,
INC.
Attest
/s/J.H. Scott, Jr. By:/s/John J. Kramer
________________________________ ___________________________
Secretary President
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
I, Alice M. Hibbits, a notary public, do hereby certify that
on this 19th day of April, 1979, personally appeared before me
John J. Kramer, who, being by me first sworn, declared that he is
the President of United Missouri Bancshares, Inc. and that he
signed the foregoing document as President of the Corporation,
and that the statements therein contained are true.
/s/Alice M. Hibbits
_______________________________
Notary Public
My commission expires:
My commission expires August 29, 1979
<PAGE>
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
____________________________
Honorable James C. Kirkpatrick
Secretary of State
State of Missouri
Jefferson City, Missouri 65101
Pursuant to the provisions of the General and Business
Corporation Law of Missouri, the undersigned corporation
certifies the following:
(1) The name of the Corporation is United Missouri
Bancshares, Inc.
The name under which it was originally organized was
Citibanc Shares of Missouri, Inc.
(2) An amendment to the Corporation's Articles of
Incorporation was adopted by the shareholders on April 16, 1981.
(3) Article VI is amended to read as follows:
"Article VI. The aggregate number of shares which
the Corporation shall have authority to issue is six
million (6,000,000) shares of common stock with a par
value of Twelve Dollars and Fifty Cents ($12.50) per
share. There shall be no preferences, qualifications,
limitations, restrictions or special, relative or
convertible rights in respect of any of such shares."
(4) The amendment changed the number of authorized shares
having a par value of $12.50 and the amount in dollars of
authorized shares having a par value as changed is: From
5,000,000 shares to 6,000,000 for a dollar increase of
$12,500,000.
(5) Of the 4,238,609 shares outstanding, 3,613,189 of such
shares were entitled to vote on such amendment.
(6) The number of shares voted for and against the
amendment was as follows:
Class No. Voted For No. Voted
_____ _____________ _______________
Against
_______
Common Stock 3,592,314 20,875
$12.50 par value
IN WITNESS WHEREOF, the undersigned Chairman has executed
this instrument and its Secretary has affixed its corporate seal
hereto and attested said seal on the 19th day of April, 1981.
SEAL UNITED MISSOURI BANCSHARES, INC.
ATTEST
By: /s/R.C. Kemper
_______________________________
Chairman
/s/Barton S. Blond
____________________________
Secretary
STATE OF MISSOURI )
) SS
COUNTY OF JACKSON )
I, , notary public, do
_____________________________________
hereby certify that on this 29th day of May, 1981, personally
appeared before me R. C. Kemper, who being by me first sworn,
declared that he is the Chairman of United Missouri Bancshares,
Inc. and that he signed the foregoing document as Chairman of the
Corporation, and that the statements therein contained are true.
/s/
___________________________________
Notary Public
My commission expires:
May 8, 1984
<PAGE>
CERTIFICATE OF AMENDMENT
of
ARTICLES OF INCORPORATION
of
UNITED MISSOURI BANCSHARES, INC.
A Missouri Corporation
________________
The undersigned, John J. Kramer, President of United
Missouri Bancshares, Inc., and the undersigned, Barton S. Blond,
Secretary of United Missouri Bancshares, Inc., do hereby make
this Certificate of Amendment of the Articles of Incorporation of
United Missouri Bancshares, Inc., a Missouri corporation,
certifying as follows:
1. The name of the corporation is "United Missouri
Bancshares, Inc."
2. The Amendment to the Articles of Incorporation
hereinafter set forth was adopted by the shareholders of United
Missouri Bancshares, Inc. on April 22, 1982.
3. The Amendment to the Articles of Incorporation adopted
by the shareholders of the corporation amends Article VI of the
Articles of Incorporation, so that, as amended, Article VI shall
provide as follows:
ARTICLE VI
__________
The aggregate number of shares which the
corporation shall have authority to issue is
ten million (10,000,000) shares of common
stock with a par value of Twelve Dollars and
fifty cents ($12.50) per share. There shall
be no preferences, qualifications,
limitations, restrictions or special relative
or convertible rights in respect of any said
shares.
4. The number of outstanding shares of stock of United
Missouri Bancshares, Inc. is 4,844,125, all of which are common
shares. The number of shares entitled to vote on the foregoing
amendment was 4,844,125.
5. At the meeting of shareholders of the corporation duly
called and held on April 22, 1982, the number of shares voted for
the amendment was 4,132,680 and the number of shares voted
against the amendment was 30,686.
6. The amendment effects a change in the number of
authorized shares of common stock of the corporation. Prior to
the amendment, the number of authorized shares of common stock
was six million (6,000,000) and the par value of such shares was
$12.50 per share. Under the foregoing amendment, the number of
authorized shares of common stock will be ten million
(10,000,000) and the par value of such shares will remain at
$12.50 per share.
7. The amount, in dollars, of authorized shares of the
corporation having a par value, as changed by the amendment, is
$125,000,000.
IN WITNESS WHEREOF, the undersigned, John J. Kramer,
President of the corporation, has executed this instrument, and
its secretary, Barton S. Blond, has affixed the corporate seal
this 22nd day of April, 1982.
UNITED MISSOURI BANCSHARES, INC.
By /s/John J. Kramer
________________________________
John J. Kramer, President
ATTEST:
/s/Barton S. Blond
____________________________
Barton S. Blond, Secretary
STATE OF MISSOURI )
) SS
COUNTY OF JACKSON )
I, Olga Marr, a notary public, do hereby certify that on
the 22nd day of April, 1982, personally appeared before me John
J. Kramer, who, being by me first duly sworn, declared that he
signed the foregoing document as President of United Missouri
Bancshares, Inc., and that the statements therein contained are
true.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of my office at Kansas City, Jackson County, Missouri,
the day and year last written above.
/s/Olga Marr
___________________________________
Notary Public Within and For Said
County and State
My Commission Expires:
January 22, 1983
<PAGE>
CERTIFICATE OF AMENDMENT
of
ARTICLES OF INCORPORATION
of
UNITED MISSOURI BANCSHARES, INC.
A Missouri Corporation
________________
The undersigned, Malcolm M. Aslin, President of United
Missouri Bancshares, Inc., and the undersigned, Barton S. Blond,
Secretary of United Missouri Bancshares, Inc., do hereby make
this Certificate of Amendment of the Articles of Incorporation of
United Missouri Bancshares, Inc., a Missouri corporation,
certifying as follows:
1. The name of the corporation is "United Missouri
Bancshares, Inc."
2. The Amendment to the Articles of Incorporation
hereinafter set forth was adopted by the shareholders of United
Missouri Bancshares, Inc. on April 19, 1984.
3. The Amendment to the Articles of Incorporation adopted
by the shareholders of the corporation amends Article VI of the
Articles of Incorporation, so that, as amended, Article VI shall
provide as follows:
ARTICLE VI
__________
The aggregate number of shares which the
corporation shall have authority to issue is
eighteen million (18,000,000) shares of
common stock with a par value of Twelve
Dollars and fifty cents ($12.50) per share.
There shall be no preferences,
qualifications, limitations, restrictions or
special relative or convertible rights in
respect of any said shares.
4. The number of outstanding shares of stock of United
Missouri Bancshares, Inc. is 6,666,974, all of which are common
shares. The number of shares entitled to vote on the foregoing
amendment was 6,666,974.
5. At the meeting of shareholders of the corporation duly
called and held on April 19, 1984, the number of shares voted for
the amendment was 5,416,174 and the number of shares voted
against the amendment was 195,042.
6. The amendment effects a change in the number of
authorized shares of common stock of the corporation. Prior to
the amendment, the number of authorized shares of common stock
was ten million (10,000,000) and the par value of such shares was
$12.50 per share. Under the foregoing amendment, the number of
authorized shares of common stock will be eighteen million
(18,000,000) and the par value of such shares will remain at
$12.50 per share.
7. The amount, in dollars, of authorized shares of the
corporation having a par value, as changed by the amendment, is
$225,000,000.
IN WITNESS WHEREOF, the undersigned, Malcolm M. Aslin,
President of the corporation, has executed this instrument, and
its secretary, Barton S. Blond, has affixed the corporate seal
this 25th day of April, 1984.
UNITED MISSOURI BANCSHARES, INC.
By /s/Malcolm M. Aslin
__________________________________
Malcolm M. Aslin, President
ATTEST:
/s/Barton S. Blond
____________________________
Barton S. Blond, Secretary
STATE OF MISSOURI )
) SS
COUNTY OF JACKSON )
I, Bobbi Lynn Herring, a Notary Public, do hereby certify
that on the 30th day of April, 1984, personally appeared before
me Malcolm M. Aslin, who, being by me first duly sworn, declared
that he signed the foregoing document as President of United
Missouri Bancshares, Inc., and that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of my office at Kansas City, Jackson County, Missouri,
the day and year last written above.
/s/Bobbi Lynn Herring
_____________________________________
Notary Public Within and For Said
County and State
My Commission Expires:
Bobbi Lynn Herring
Notary Public- State of Missouri
Commissioned in Clay County
My Commission Expires April 10, 1987
<PAGE>
CERTIFICATE OF AMENDMENT
of
ARTICLES OF INCORPORATION
of
UNITED MISSOURI BANCSHARES, INC.
A Missouri Corporation
The undersigned, Malcolm M. Aslin, President of United
Missouri Bancshares, Inc., and the undersigned, David D. Miller,
Secretary of United Missouri Bancshares, Inc., do hereby make
this Certificate of Amendment of the Articles of Incorporation of
United Missouri Bancshares, Inc., a Missouri corporation,
certifying as follows:
1. The name of the corporation is "United Missouri
Bancshares, Inc."
2. The Amendment to the Articles of Incorporation
hereinafter set forth was adopted by the shareholders of United
Missouri Bancshares, Inc. on April 16, 1992.
3. The Amendment to the Articles of Incorporation adopted
by the shareholders of the corporation amends Article III of the
Articles of Incorporation, so that, as amended, Article III shall
provide as follows:
ARTICLE III
___________
The aggregate number of shares which the corporation
shall have authority to issue is twenty-three million
(23,000,000) shares of common stock with a par value of
Twelve Dollars and fifty cents ($12.50) per share.
There shall be no preferences, qualifications,
limitations, restrictions or special relative or
convertible rights in respect of any said shares.
4. The number of outstanding shares of stock of United
Missouri Bancshares, Inc. is 13,809,781, all of which are common
shares. The number of shares entitled to vote on the foregoing
amendment was 13,809,781.
5. At the meeting of shareholders of the corporation duly
called and held on April 16, 1992, the number of shares voted for
the amendment was 12,349,043 and the number of shares voted
against the amendment was 221,094.
6. The amendment effects a change in the number of
authorized shares of common stock of the corporation. Prior to
the amendment, the number of authorized shares of common stock
was eighteen million (18,000,000) and the par value of such
shares was $12.50 per share. Under the foregoing amendment, the
number of authorized shares of common stock will be twenty-three
million (23,000,000) and the par value of such shares will remain
at $12.50 per share.
7. The amount, in dollars, of authorized shares of the
corporation having a par value, as changed by the amendment, is
$287,500,000.
IN WITNESS WHEREOF, the undersigned, Malcolm M. Aslin,
President of the corporation, has executed this instrument, and
its secretary, David D. Miller, has affixed the corporate seal
this 4th day of May, 1992.
UNITED MISSOURI BANCSHARES, INC.
By /s/Malcolm M. Aslin
________________________________
Malcolm M. Aslin, President
ATTEST:
/s/David D. Miller
____________________________
David D. Miller, Secretary
STATE OF MISSOURI )
) SS
COUNTY OF JACKSON )
On this 4th day of May, 1992, before me, the undersigned, a
Notary Public, personally appeared Malcolm M. Aslin, to me
personally known, who, being duly sworn, did say that he is the
President of United Missouri Bancshares, Inc., a corporation, and
that the seal affixed to the foregoing instrument is the
corporate seal of said corporation and was attested by David D.
Miller, Corporate Secretary of said corporation; that said
instrument was signed and sealed on behalf of said corporation by
authority of its Board of Directors; and they acknowledge said
instrument to be the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my notarial seal on the day and year last above written.
/s/John Thomas Edwards
_____________________________________
Notary Public
My Commission Expires:
John Thomas Edwards
Notary Public - State of Missouri
Commissioned in Jackson County
My Commission Expires April 28, 1996
<PAGE>
CERTIFICATE OF AMENDMENT
of
ARTICLES OF INCORPORATION
of
UNITED MISSOURI BANCSHARES, INC.
A Missouri Corporation
The undersigned, R. Crosby Kemper, President of United
Missouri Bancshares, Inc., and the undersigned, David D. Miller,
Secretary of United Missouri Bancshares, Inc., do hereby make
this Certificate of Amendment of the Articles of Incorporation of
United Missouri Bancshares, Inc., a Missouri corporation,
certifying as follows:
1. The name of the corporation is "United Missouri
Bancshares, Inc."
2. The Amendments to the Articles of Incorporation
hereinafter set forth were adopted by the shareholders of United
Missouri Bancshares, Inc. on April 21, 1994.
3. The First Amendment to the Articles of Incorporation
adopted by the shareholders of the corporation amends Article I
of the Articles of Incorporation, so that, as amended, Article I
shall provide as follows:
ARTICLE I
_________
The name of the corporation is "UMB Financial Corporation."
4. The number of outstanding shares of stock of United
Missouri Bancshares, Inc. is 17,625,961, all of which are common
shares. The number of shares entitled to vote on the foregoing
amendment was 17,625,961.
5. At the meeting of shareholders of the corporation duly
called and held on April 21, 1994, the number of shares voted for
the amendment was 15,605,143 and the number of shares voted
against the amendment was 154,647.
6. The Second Amendment to the Articles of Incorporation
adopted by the shareholders of the corporation amends Article III
of the Articles of Incorporation, so that, as amended, Article
III shall provide as follows:
ARTICLE III
___________
The aggregate number of shares which the corporation
shall have authority to issue is twenty-three million
(23,000,000) shares of common stock with a par value of
One Dollar ($1.00) per share. There shall be no
preferences, qualifications, limitations, restrictions
or special relative or convertible rights in respect of
any said shares.
7. The number of outstanding shares of stock of United
Missouri Bancshares, Inc. is 17,625,961, all of which are common
shares. The number of shares entitled to vote on the foregoing
amendment was 17,625,961.
8. At the meeting of shareholders of the corporation duly
called and held on April 21, 1994, the number of shares voted for
the amendment was 15,260,651 and the number of shares voted
against the amendment was 363,492.
9. The amendment effects a change in the par value of the
common stock of the corporation. Prior to the amendment the par
value of each share of stock was Twelve Dollars and Fifty Cents
($12.50). Under the foregoing amendment, the par value of each
share of common stock will be One Dollar ($1.00) per share.
IN WITNESS WHEREOF, the undersigned, R. Crosby Kemper,
President of the corporation, has executed this instrument, and
its secretary, David D. Miller, has affixed the corporate seal
this 21st day of April, 1994.
UNITED MISSOURI BANCSHARES, INC.
By /s/R. Crosby Kemper
__________________________________
R. Crosby Kemper, President
ATTEST:
/s/David D. Miller
____________________________
David D. Miller, Secretary
STATE OF MISSOURI )
) SS
COUNTY OF JACKSON )
On this 21st day of April, 1994, before me, the undersigned,
a Notary Public, personally appeared R. Crosby Kemper, to me
personally known, who, being duly sworn, did say that he is
President of United Missouri Bancshares, Inc., a corporation, and
that the seal affixed to the foregoing instrument is the
corporate seal of said corporation and was attested by David D.
Miller, Corporate Secretary of said corporation; that said
instrument was signed and sealed on behalf of said corporation by
authority of its Board of Directors; and they acknowledge said
instrument to be the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my notarial seal on the day and year last above written.
/s/Billy Ray Smith
_____________________________________
Notary Public
My Commission Expires:
Billy Ray Smith
Notary Public - State of Missouri
Commissioned in Clay County
My Commission Expires July 2, 1995
<PAGE>
CERTIFICATE
of
REDUCTION OF STATED CAPITAL
of
UNITED MISSOURI BANCSHARES, INC.
A Missouri Corporation
The undersigned, James A. Sangster, Executive Vice President
of United Missouri Bancshares, Inc., and the undersigned, David
D. Miller, Secretary of United Missouri Bancshares, Inc., do
hereby make this Certificate of a Reduction of Stated Capital of
United Missouri Bancshares, Inc., a Missouri corporation,
certifying as follows:
1. The name of the corporation is "United Missouri
Bancshares, Inc."
2. The following Resolution was approved by the
shareholders at their annual meeting which was held at the
offices of the company on April 21, 1994:
"Resolved that Article III of the Articles of
Incorporation be amended to read 'The
aggregate number of shares which the
corporation shall have authority to issue is
twenty-three million (23,000,000) shares of
common stock with a par value of One Dollar
($1.00) per share. There shall be no
preferences, qualifications, limitations,
restrictions or special relative or
convertible rights in respect of any said
shares.'"
3. The number of outstanding shares of stock of United
Missouri Bancshares, Inc. is 17,625,961, all of which are common
shares. The number of shares entitled to vote on the foregoing
amendment was 17,625,961.
4. At the meeting of shareholders of the corporation duly
called and held on April 21, 1994, the number of shares voted for
the amendment was 15,260,651 and the number of shares voted
against the amendment was 363,492.
5. The number of shares voting in favor of the proposed
amendment was in excess of two-thirds of the outstanding shares
of United Missouri Bancshares, Inc. entitled to vote at the
meeting.
6. The reduction in par value will be effected by a
reduction in the stated value of the 18,926,307 shares (which
number includes 1,300,346 treasury shares) from $236,578,837.50
to $18,926,307. This reduction will be offset by an increase in
capital surplus in the amount of $217,652,530.50. There will be
no distribution of assets to the shareholders in connection with
this reduction of stated capital and there will be no change in
the total shareholders equity. No outstanding shares will be
retired.
IN WITNESS WHEREOF, the undersigned, James A. Sangster,
Executive Vice-President of the corporation, has executed this
instrument, and its secretary, David D. Miller, has affixed the
corporate seal this 25th day of April, 1994.
UNITED MISSOURI BANCSHARES, INC.
By /s/James A. Sangster
__________________________________
James A. Sangster
Executive Vice-President
ATTEST:
/s/David D. Miller
___________________________
David D. Miller, Secretary
STATE OF MISSOURI )
) SS
COUNTY OF JACKSON )
On this 25th day of April, 1994, before me, the undersigned,
a Notary Public, personally appeared James A. Sangster, to me
personally known, who, being duly sworn, did say that he is an
Executive Vice-President of United Missouri Bancshares, Inc., a
corporation, and that the seal affixed to the foregoing
instrument is the corporate seal of said corporation and was
attested by David D. Miller, Corporate Secretary of said
corporation; that said instrument was signed and sealed on behalf
of said corporation by authority of its Board of Directors; and
they acknowledge said instrument to be the free act and deed of
said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my notarial seal on the day and year last above written.
/s/Billy Ray Smith
_____________________________________
Notary Public
My Commission Expires:
Billy Ray Smith
Notary Public - State of Missouri
Commissioned in Clay County
My Commission Expires July 2, 1995
<PAGE>
CERTIFICATE OF AMENDMENT
of
ARTICLES OF INCORPORATION
of
UMB FINANCIAL CORPORATION
A Missouri Corporation
The undersigned, Alexander C. Kemper, President of UMB
Financial Corporation, and the undersigned, David D. Miller,
Secretary of UMB Financial Corporation, do hereby make this
Certificate of Amendment of the Articles of Incorporation of UMB
Financial Corporation, a Missouri corporation, certifying as
follows:
1. The name of the corporation is "UMB Financial
Corporation."
2. An Amendment to the Articles of Incorporation
hereinafter set forth was adopted by the shareholders of UMB
Financial Corporation on April 20, 1995.
3. The Amendment to the Articles of Incorporation adopted
by the shareholders of the corporation amends Article III of the
Articles of Incorporation, so that, as amended, Article III shall
provide as follows:
ARTICLE III
ARTICLE III
___________
The aggregate number of shares which the corporation shall
have the authority to issue is twenty-four million (24,000,000).
Twenty-three million (23,000,000) of such shares shall be common
stock with a par value of one dollar ($1.00) per share, and such
common stock shall have no preferences, qualifications,
limitation, restrictions or special relative or convertible
rights. The remaining one million (1,000,000) shares shall be
preferred stock with a par value of ten cents ($0.10) per share.
The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article III, to
provide for the issuance of the shares of preferred stock in
series, and by compliance with the applicable law of Missouri, to
establish from time to time the number of shares to be included
in each such series, and to fix the designations, powers,
preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof. The
authority of the Board of Directors with respect to each such
series shall include, but not be limited to, determination of the
following:
(a) The number of shares to constitute such series (which number
may at any time, or from time to time, be increased or
decreased by the Board of Directors, notwithstanding that
shares of the series may be outstanding at the time of such
increase or decrease, unless the Board of Directors shall
have otherwise provided in creating such series) and the
distinctive designation thereof;
(b) The dividend rate on the shares of such series, whether or
not dividends on the shares of such series shall be
cumulative, and the date or dates, if any, from which
dividends thereon shall be cumulative;
(c) Whether or not the shares of such series shall be
redeemable, and, if redeemable, the date or dates upon or
after which they shall be redeemable, the amount per share
payable thereon in the case of the redemption (which amount
shall be, in the case of each share, not less than its
preference upon involuntary liquidation, plus an amount
equal to all dividends thereon accrued and unpaid, whether
or not earned or declared and which amount may vary at
different redemption dates or otherwise as permitted by law)
and whether such series may be redeemed for cash, property
or rights, including securities of the corporation or
another corporation;
(d) The right, if any, of holders of such series to convert the
same into, or exchange the same for, common stock or other
securities, and the terms and conditions of such conversion
or exchange, as well as any provisions for adjustment of the
conversion rate in such events as the Board of Directors
shall determine;
(e) Whether the holders of shares of such series shall have
voting power, in addition to the voting powers provided by
law, and if such additional voting power is established, to
fix the extent thereof;
(f) Whether such series shall have a sinking fund for the
redemption or repurchase of shares of that series, and, if
so, the terms and amount of such sinking fund;
(g) The rights of the shares of such series in the event of
voluntary or involuntary liquidation, dissolution or winding
up of the corporation, and the relative rights of priority,
if any, of payment of shares of that series; and
(h) Any other rights and privileges and any qualifications,
limitations or restrictions of such rights and privileges of
such series;
provided, however, that the designations, powers, preferences and
rights, and the qualifications, limitations or restrictions
thereof, so fixed by the Board of Directors shall not conflict
with these Articles of Incorporation or with the resolution or
resolutions adopted by the Board of Directors, as hereinabove
provided, providing for the issue of any series of preferred
stock for which there are then shares outstanding.
All shares of preferred stock of the same series shall be
identical in all respects, except that shares of any one series
issued at different times may differ as to dates, if any, from
which dividends thereon may accumulate. All shares of preferred
stock of all series shall be of equal rank and shall be identical
in all respects, except that, to the extent not otherwise limited
in this Article III, any series may differ from any other series
with respect to any one or more of the designations, relative
rights, preferences and limitations (including, without
limitation, the designations, relative rights, preferences and
limitations described or referred to in subparagraphs (a.) to
(h.) inclusive above) which may be fixed by the Board of
Directors pursuant to this Article III.
Dividends on the outstanding preferred stock shall be
declared and paid or set apart for payment before any dividends
shall be declared and paid or set apart for payment on the common
stock with respect to the same dividend period. Dividends on any
shares of preferred stock shall be cumulative only if and to the
extent established by the Board of Directors.
All shares of preferred stock of all series shall be of
equal rank, preference and priority as to dividends irrespective
of whether the rates of dividends to which the same shall be
entitled shall be the same and when the stated dividends are not
paid in full, the shares of all series of the preferred stock
shall share ratably in the payment thereof in accordance with the
sums which would be payable on such shares if all dividends were
paid in full provided, however, that any two or more series of
the preferred stock may differ from each other as to the
existence and extent of the right to cumulative dividends, as
previously provided herein.
Except as otherwise specifically provided by law or as
established by the Board of Directors, preferred stock shall not
have any right to vote for the election of directors or for any
other purpose, but if so provided, the Board of Directors may
give each holder of preferred stock more or less than one vote
for each share of stock held of record by such holder at the time
entitled to voting rights.
In the event of any liquidation, dissolution or winding up
of the corporation, whether voluntary or involuntary, each series
of preferred stock shall have preference and priority over the
common stock for payment of the amount to which such series of
preferred stock shall be entitled in accordance with the
provisions thereof and each holder of preferred stock shall be
entitled to be paid in full such holder's share of such amount,
or have a sum sufficient for the payment in full set aside. If,
upon liquidation, dissolution or winding up of the corporation,
the assets of the corporation or proceeds thereof, distributable
among the holders of the shares of all series of the preferred
stock shall be insufficient to pay in full the preferential
amount aforesaid, then such assets, or the proceeds thereof,
shall be distributed among such holders ratably in accordance
with the respective amounts which would be payable if all amounts
payable thereon were paid in full. After the payment to the
holders of preferred stock of all such amounts to which they are
entitled, as above provided, the remaining assets and funds of
the corporation shall be divided and paid to the holders of
common stock.
In the event that the preferred stock of any one or more
series shall be made redeemable, the corporation, at the option
of the Board of Directors, may redeem, at the time or times as
established by the Board of Directors with respect to any such
series, all or any part of any such series of preferred stock
outstanding upon notice duly given as hereinafter specified, by
paying for each share the then applicable redemption price plus
an amount equal to accrued and unpaid dividends to the date fixed
for redemption. A notice specifying the shares to be redeemed,
and the time and place of redemption (and, if less than the total
outstanding shares are to be redeemed, specifying the certificate
numbers and number of shares to be redeemed) shall be mailed,
addressed to the holders of record of the preferred stock to be
redeemed at their respective addresses as the same shall appear
upon the books of the corporation, not less than thirty (30) days
nor more than ninety (90) days previous to the date fixed for
redemption. If less than the whole amount of any outstanding
series of preferred stock is to be redeemed, the shares of such
series to be redeemed shall be selected by lot or pro rata in any
manner determined by resolution of the Board of Directors to be
fair and proper. From and after the date fixed in any such
notice as the date of redemption (unless default shall be made by
the corporation in providing monies at the time and place of
redemption for payment of the redemption price) all dividends
upon the preferred stock so called for redemption shall cease to
accrue. With respect to any shares of preferred stock so called
for redemption, if, before the redemption date, the corporation
shall deposit with a bank or trust company in the United States,
having a capital and surplus of at least $10,000,000, funds
necessary for such redemption, in trust, to be applied to the
redemption of the shares of preferred stock so called for
redemption, then from and after the date of such deposit, all
rights of the holders of such shares of preferred stock so called
for redemption shall cease, except the right to receive, on and
after the date of such deposit, the redemption price upon
surrender of the certificates representing such shares of
preferred stock so called for redemption, duly endorsed for
transfer, if required, and except as might otherwise be provided
by the Board of Directors with respect to any such shares of
preferred stock so called for redemption. Any interest accrued
on such funds shall be paid to the corporation from time to time.
Any funds so deposited and unclaimed at the end of six (6) years
from such redemption date shall be released or repaid to the
corporation, after which the holders of such shares of preferred
stock so called for redemption shall look only to the corporation
for payment of the redemption price. Notwithstanding the
foregoing, no redemption of any shares of any series of preferred
stock shall be made by the corporation (1) which as of the date
of mailing of the notice of such redemption would, if such date
were the date fixed for redemption, reduce the net assets of the
corporation remaining after such redemption below the aggregate
amount payable upon voluntary or involuntary liquidation,
dissolution or winding up to the holders of shares having rights
senior or equal to the preferred stock in the assets of the
corporation upon liquidation, dissolution or winding up; or (2)
unless all cumulative dividends for the current and all prior
dividend periods have been declared and paid or declared and set
apart for payment on all shares of the corporation having a right
to cumulative dividends.
Shares of any series of preferred stock which have been
redeemed, retired or purchased by the corporation (whether
through the operation of a sinking or purchase fund or otherwise)
or which, if convertible or exchangeable, have been converted
into or exchanged for shares of stock of the corporation of any
other class or series shall thereafter have the status of
authorized but unissued shares of preferred stock of the
corporation, and may thereafter be reissued as part of the same
series or may be reclassified and reissued by the Board of
Directors in the same manner as any other authorized and unissued
shares of preferred stock.
4. The number of outstanding shares of stock of UMB
Financial Corporation is 19,001,107, all of which are common
shares. The number of shares entitled to vote on the foregoing
amendment was 19,001,107.
5. At the meeting of shareholders of the corporation duly
called and held on April 20, 1995, the number of shares voted for
the amendment was 14,221,941 and the number of shares abstaining
or voting against the amendment was 2,969,945.
IN WITNESS WHEREOF, the undersigned, Alexander C. Kemper,
President of the corporation, has executed this instrument, and
its secretary, David D. Miller, has affixed the corporate seal
this 11th day of July, 1995.
UMB FINANCIAL CORPORATION
By /s/Alexander C. Kemper
__________________________________
Alexander C. Kemper, President
ATTEST:
/s/David D. Miller
____________________________
David D. Miller, Secretary
STATE OF MISSOURI )
) SS
COUNTY OF JACKSON )
On this 11th day of July, 1995, before me, the undersigned,
a Notary Public, personally appeared Alexander C. Kemper, to me
personally known, who, being duly sworn, did say that he is
President of UMB Financial Corporation, a corporation, and that
the seal affixed to the foregoing instrument is the corporate
seal of said corporation and was attested by David D. Miller,
Corporate Secretary of said corporation; that said instrument was
signed and sealed on behalf of said corporation by authority of
its Board of Directors; and they acknowledge said instrument to
be the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my notarial seal on the day and year last above written.
/s/Billy Ray Smith
_____________________________________
Notary Public
My Commission Expires:
July 2, 1999
EXHIBIT 3.2
BY-LAWS
(As amended through January 19, 1995)
ARTICLE I
Location of Offices
___________________
Section 1. Principal Office. The principal office of the
_________________
Corporation shall be located in Kansas City, Jackson County,
Missouri, or at such other place as may be designated from time
to time by the Board of Directors.
Section 2. Other Offices. The Corporation may have offices at
_____________
such other place or places, either within or without the State of
Missouri, as the Board of Directors may from time to time
designate.
ARTICLE II
Meetings of Stockholders
________________________
Section 1. Annual Meeting. The annual meeting of the
_______________
stockholders shall be held at the principal office of the
Corporation, or at such other place as shall be designated in the
notice thereof, beginning at 11:00 a.m. or such other hour as
shall be designated in such notice, on the Thursday following the
third Wednesday in April in each year, or if that be a legal
holiday on the next succeeding day not a legal holiday, for the
purpose of electing a Board of Directors and transacting such
other business as may come before the meeting.
Section 2. Special Meetings. Special meetings of the
_________________
stockholders may be called at any time by the Chairman of the
Board, or in the case of the absence or disability of the
Chairman of the Board, by the Vice-Chairman of the Board, or the
President, or at any time upon the written request of a majority
of the Board of Directors, or upon the written request of the
holders of not less than one-fifth of the outstanding stock of
the Corporation entitled to vote at such meeting. Each call for
a special meeting of the stockholders shall state the time, the
day, the place and the purpose or purposes of such meeting, and
shall be in writing, signed by the persons making the same, and
delivered to the Secretary. No business shall be transacted at a
special meeting other than such as is included in the purposes
stated in the call.
Section 3. Notice of Meetings. Written or printed notice of
__________________
each meeting of the stockholders stating the hour and day when,
and the place where, such meeting is to be held shall be served
as hereinafter provided on each stockholder entitled to vote
thereat not less than ten (10) days or no more than fifty (50)
days before such meeting, except that further notice shall be
given of particular matters if required by law. In the case of
the annual meetings the notice shall state that the purposes
thereof are the election of a Board of Directors and the
transaction of such other business as may come before the
meeting. In the case of a special meeting such notice shall
state the purpose or purposes for which the meeting is called.
Service of such notice shall be made either personally or by
depositing the same in a sealed envelope addressed to the
stockholder at his address as it appears upon the records of the
Corporation, and deposited in a United States Post Office, with
the postage thereon prepaid. If such notice is served by mailing
the same, it shall be deemed to have been given at the time when
the same shall be thus mailed. If any stockholder shall not have
an address appearing upon the books of the Corporation, such
notice may be given by mailing the same as heretofore provided,
addressed to such stockholder at the General Post Office in
Kansas City, Missouri. Service of such notice shall be made by
the Secretary, but in case the Secretary shall refuse or neglect
to serve such notice upon each stockholder as herein provided,
then such service may be made by any officer or director of the
Corporation. In addition, such published notice shall be given
as required by law.
Section 4. Waiver of Notice. Any stockholder may waive notice
________________
of any meeting of the stockholders, by a writing signed by him,
or by his duly authorized attorney, either before or after the
time of such meeting. A copy of such waiver shall be entered in
the minutes, and shall be deemed to be the notice required by law
or by these By-Laws. Any stockholder present in person, or
represented by proxy, at any meeting of the stockholders shall be
deemed to have thereby waived notice of such meeting except where
such attendance is for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully
called or convened.
Section 5. Actions Without a Meeting. Any action which is
___________________________
required to be taken, or may be taken, at a meeting of
stockholders may be taken without a meeting if consents in
writing, setting forth the action so taken, shall be signed by
all of the stockholders entitled to vote with respect to the
subject matter thereof. Such consents shall have the same force
and effect as a unanimous vote of the stockholders at a meeting
duly held, and may be stated as such in any certificate or
document filed under the provisions of Chapter 351 of the Revised
Statutes of Missouri, 1959, as amended. The Secretary shall file
such consents in the minute book of the Corporation.
Section 6. List of Stockholders. At least ten (10) days before
____________________
each meeting of stockholders the Secretary shall cause to be
prepared a complete list of the names and addresses of all
stockholders entitled to vote at such meeting, arranged in
alphabetical order, with the number of shares held by each, and
such list shall be produced and kept at the registered Missouri
office and shall be subject to inspection by any stockholder
during regular business hours. Such list shall also be produced
and kept open at the meeting and shall be subject to inspection
by any stockholder during the meeting.
Section 7. Quorum. At any meeting of the stockholders, a
______
majority of the outstanding capital stock entitled to vote at
such meeting, being represented in person or by proxy, shall
constitute a quorum for all purposes, including the election of
directors, except where it is otherwise provided by law.
Section 8. Organization. The Chairman of the Board, and in his
____________
absence, the Vice-Chairman of the Board or the President, shall
preside at each meeting of the shareholders and shall act as
Chairman thereof. The Secretary shall act as secretary of all
meetings of the stockholders.
Section 9. Voting. At each meeting of the stockholders, each
______
stockholder shall be entitled to vote in person, or by proxy made
in accordance with the provisions of the By-Laws of the
Corporation, held by some person or persons present at such
meeting, upon all matters presented at the meeting. With the
exception of the election of directors, each stockholder shall
have one vote for each share of stock standing in his name on the
books of the Corporation on the record date determined as
provided in Section 6 of Article VII of the By-Laws. In the
election of directors each stockholder shall have the right to
cast as many votes in the aggregate as shall equal the number of
shares held by him multiplied by the number of directors to be
elected at such election, and said votes may be cast for one
director or distributed among two or more candidates. All
questions, except any question the manner of deciding which is
specially regulated by law, shall be determined by a majority of
the outstanding shares of capital stock represented at each
meeting. If voting shall be by ballot for the election of
directors or other questions, the Chairman of such meeting of the
stockholders may appoint not less than two (2) persons, who are
not directors or candidates for the election as a director, to
act as Inspectors of Election and to receive and canvass the
votes cast at such meeting and certify the results to the
Chairman. Each such Inspector, before entering upon the
discharge of his duties, shall take and subscribe the following
oath: "I do solemnly swear, that I will execute the duties of an
Inspector of the election now to be held, with strict
impartiality and according to the best of my ability." The
Inspectors of Election shall take care of the polls and after the
balloting shall make and file a written certificate of the result
of the votes cast at the meeting.
Section 10. Adjournment. If, at any meeting of the
___________
stockholders, a quorum shall fail to attend at the time and place
for which such meeting was called, or if the business of such
meeting shall not be completed, the stockholders present in
person or represented by proxy may, by a majority vote, adjourn
the meeting from day to day, or from time to time, not exceeding
ninety (90) days from such adjournment, without further notice,
until a quorum shall attend or the business thereof shall be
completed. Such adjournment and the reasons therefor shall be
recorded in the minutes. At any such adjournment meeting, any
business may be transacted which might have been transacted at
the meeting as originally called.
Section 11. Proxies. Every proxy must be in writing, signed by
_______
the stockholder himself, or by his duly authorized attorney, or
by his legal representative, and must be filed with the Secretary
of the Corporation at or before the roll call of the meeting at
which the same is to be used, and unless so signed and filed it
cannot be used at such meeting. Any proxy may be revoked at the
pleasure of the person executing it, by a writing similarly
signed and filed, unless such person shall have specified therein
that it is irrevocable. No proxy shall be valid after the
expiration of eleven (11) months from its date, unless the person
executing it shall have specified therein the length of time for
which such proxy is to continue in force. In the event that such
instrument in writing shall designate two or more persons to act
as proxies, a majority of such persons present at the meeting,
or, if only one shall be present, then that one, shall have and
may exercise all of the powers conferred by such written
instrument upon all of the persons so designated, unless the
instrument shall otherwise provide.
ARTICLE III
Directors
_________
Section 1. Qualifications. The corporate powers, business and
______________
property of the Corporation shall be exercised, conducted and
controlled by the Board of Directors. It shall not be necessary
for a director to be a stockholder.
Section 2. Directors - Number; Classes. Unless the Articles of
___________________________
Incorporation shall require a different number, the number of
directors to constitute the Board of Directors shall be twenty-
seven (27). Commencing with the annual meeting of shareholders
in 1979, the Board of Directors shall be divided into three
classes, Class I, Class II, and Class III, as nearly equal in
number as possible. At the annual meeting of shareholders in
1979, directors of the first class (Class I) shall be elected to
hold office for a term expiring at the next succeeding annual
meeting of shareholders, directors of the second class (Class II)
shall be elected to hold office for a term expiring at the second
succeeding annual meeting of shareholders, and directors of the
third class (Class III) shall be elected to hold office for a
term expiring at the third succeeding annual meeting of
shareholders. At each annual meeting of shareholders, subsequent
to the annual meeting of shareholders in 1979, the successors to
the class of directors whose term shall then expire shall be
elected to hold office for a term expiring at the third
succeeding annual meeting. Any increase or decrease in the
authorized number of directors shall be apportioned among the
classes so as to make all classes as nearly equal in number as
possible. No decrease in the authorized number of directors
shall shorten the term of any incumbent director. If it shall
happen at any time that the election of directors shall not be
held on the day designated by the By-Laws of the Corporation,
such election may be held on any other day at a special meeting
of the shareholders called and held for that purpose.
Section 3. Election of Directors; Terms; Removals; Vacancies.
___________________________________________________
If at any meeting of shareholders, due to a vacancy or vacancies,
or otherwise, directors of more than one class are to be elected,
each class of directors to be elected at the meeting shall be
elected in a separate election. Each director shall hold office
for the term for which he is elected in accordance with these By-
Laws, and until his successor is elected and qualified or until
his earlier death, resignation or removal. The entire Board or
any one or more directors may be removed with or without cause if
(1) at a meeting specially called for the purpose of removing
directors, the holders of at least two-thirds of the outstanding
shares of stock then entitled to vote in elections of directors
shall vote for such removal, and (2) as to any director, the
number of shares voted against removal would not be sufficient to
elect him if then cumulatively voted in an election of the entire
Board of Directors, or, if there be classes of directors, at an
election of the class of directors of which he is a part. If the
office of any director is vacant by reason of death, resignation,
removal or increase in the number of authorized directors due to
amendment of the By-Laws, a majority of the other directors,
though less than a quorum, may fill the vacancy until a successor
shall have been duly elected at a shareholders meeting, which
election shall be not later than the next regularly scheduled
annual meeting of the shareholders. Any successor so elected at
a shareholders meeting shall be elected for a term which shall
expire on the same date as the term of his predecessor would have
expired.
Section 4. Annual Meeting. The annual meeting of the directors
______________
for the purpose of electing officers and transacting such other
business as may come before the meeting shall be held on the same
day as the annual meeting of the stockholders, following the
final adjournment of the annual meeting of stockholders on that
day. In the event the annual meeting of stockholders is
continued, recessed or adjourned from day to day, or from time to
time, then in such event the annual meeting of the directors
shall be held immediately following the final adjournment of the
annual meeting of stockholders. If for any reason such annual
meeting of the directors is not or cannot be held as herein
prescribed, the officers may be elected at any meeting of the
directors thereafter held.
Section 5. Regular Meetings Other Than Annual Meetings. Regular
___________________________________________
meetings of the directors may be held at such time and place as
shall be determined from time to time by resolution of the Board
of Directors. After the time and place of such regular meeting
shall have been so determined, no notice of such regular meeting
need be given.
Section 6. Special Meetings. Special meetings of the Board of
________________
Directors for any purpose or purposes shall be called by the
Secretary of the Corporation at the written request of the
Chairman of the Board, the Vice-Chairman of the Board, the
President or at the written request of a majority of the
directors. Such request shall state the purpose or purposes of
the proposed meeting.
Section 7. Notice of Meetings. No notice shall be required to
__________________
be given of any regular meeting of the Board of Directors.
Notice of any change in the place of holding any regular meeting,
or of any adjournment of a regular meeting to reconvene at a
different place, shall be given by mail or telegraph not less
than forty-eight (48) hours before such meeting, to all directors
who were absent at the time such action was taken. The Secretary
of the Corporation shall give notice of all special meetings of
the directors by delivering to each director in person not later
than the day prior to the meeting, or as to any such director not
so personally notified by mailing to him, a written or printed
notice of such meeting, postage prepaid, or by telegraph or by
messenger delivery to each such director, at his last known
address, so that in the ordinary course of the method of delivery
it would reach such director at least on the day prior to the
meeting. The business transacted at all special meetings of
directors shall be confined to the subjects stated in the notice
and to matters germane thereto, unless all directors of the
Corporation are present at such meeting and consent to the
transaction of other business. Whenever any notice is required
to be given to any director under any provisions of the By-Laws,
a waiver thereof in writing, signed by the person entitled to
said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto. Such waiver may be by
telegram, confirmed in writing within five (5) days thereafter.
Section 8. Actions Without a Meeting. If all the directors,
__________________________
severally or collectively, consent in writing to any action to be
taken by the directors, such consents shall have the same force
and effect of a unanimous vote of the directors at a meeting duly
held, and may be stated as such in any certificate or document
filed under the provisions of Chapter 351 of the Revised Statutes
of Missouri, 1959, as amended. The Secretary shall file such
consents in the minute book of the Corporation.
Section 9. Quorum. A majority of the Board of Directors of the
______
Corporation, at a meeting duly assembled, shall be necessary to
constitute a quorum for the transaction of business, and the act
of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors,
except where otherwise provided by law or by the By-Laws of the
Corporation.
Section 10. Adjournment. If at any meeting of the Board of
___________
Directors a quorum shall fail to attend, a majority of the
directors present at the time and place appointed for such
meeting may adjourn the meeting from time to time to any date
until the next regular meeting, without notice other than verbal
announcement at the meeting and adjournments thereof, until a
quorum shall attend. Likewise, any meeting of directors at which
a quorum is present may also be adjourned, in like manner and on
like notice, for such time or upon such call as may be determined
by vote of a majority of the directors there present. At any
adjournment of any such meeting at which a quorum shall be
present, any business may be transacted which might have been
transacted at the meeting as originally called.
Section 11. Organization. The Chairman of the Board, and in his
____________
absence the Vice-Chairman of the Board or the President, and in
the absence of all of them, a Chairman pro tem, chosen by the
directors present, shall preside at each meeting of the directors
and shall act as Chairman thereof. The Secretary or an Assistant
Secretary, and in the absence of the Secretary or any Assistant
Secretary, a Secretary pro tem, chosen by the directors present,
shall act as Secretary of all meetings of the directors.
Section 12. Rules and Regulations. The Board of Directors shall
_____________________
supervise all officers and agents and see that their duties are
properly performed. The Board of Directors may adopt such rules
and regulations for the conduct of their meetings, the guidance
of the officers and the management of the affairs of the
Corporation as they deem proper, not inconsistent with law or the
By-Laws of the Corporation, and may, from time to time, determine
the order of business at their meetings.
Section 13. Minutes and Statements. The Board of Directors
_______________________
shall cause to be kept a complete record of their meetings and
acts, and of the proceedings of the stockholders.
Section 14. Powers of the Board. In addition to the power and
___________________
authority conferred upon them by law, the Board of Directors may
exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law prohibited or limited,
and which are not required or directed to be exercised or done by
the stockholders.
Section 15. Compensation of Directors. The compensation to be
_________________________
paid the directors of this Corporation for services at all
regular or special meetings of the Board of Directors shall be
determined from time to time by the Board of Directors; provided,
that no such compensation shall be paid to any director who shall
at the time be receiving a salary from this Corporation or any of
its subsidiaries as an officer thereof.
ARTICLE IV
Committees
__________
Section 1. Executive Committee. The Board of Directors may, by
___________________
resolution passed by a majority of the total number of directors,
designate an Executive Committee to consist of the Chairman of
the Board, the President, and such number of other Directors,
Advisory Directors and Executive Officers as they shall
determine. The members of the Executive Committee shall hold
their office as such until the membership is changed by the Board
of Directors. In making such new appointments the Board of
Directors shall designate the Directors, Advisory Directors or
Executive Officers said appointees are to succeed and the time
they are respectively to serve on said Committee. The Executive
Committee shall have and may exercise all powers of the Board of
Directors. A majority of the members of the Executive Committee
shall determine its action and shall fix the time and place of
its meetings unless the Board of Directors shall otherwise
provide. When regular meetings have been established no notice
shall be required thereof and any and all business may be
transacted thereat. Notices of special meetings shall be given
in the same manner as is provided for special meetings of the
Board of Directors. Unless otherwise indicated in the notice
thereof any and all business may be transacted at a special
meeting. A majority of the Executive Committee shall constitute
a quorum. The Executive Committee shall keep regular minutes of
its proceedings and shall report the same at the next succeeding
meeting of the Board of Directors.
Section 2. Other Committees. The Board of Directors may, from
________________
time to time, designate such other committees as the Board may
deem advisable, and may select or designate the manner of
selecting any such committee, which committee may consist in
whole or in part of officers of this Corporation, whether or not
they be directors thereof, or directors of any subsidiary of this
corporation. Each such committee shall have and may exercise
such powers as the Board of Directors shall provide by its
resolution.
Section 3. Compensation of Committee Members. The Board of
__________________________________
Directors shall determine the compensation to be paid to each
member of any committee appointed by it for service on such
committee, provided that no such compensation shall be paid to
any committee member who shall at the time be receiving a salary
from the Corporation or any of its subsidiaries as an officer
thereof.
ARTICLE V
Officers
________
Section 1. Executive Officers. The executive officers of the
__________________
Corporation shall be a Chairman of the Board, a President, one or
more Vice-Chairmen of the Board, one or more Vice Presidents, a
Secretary, a Treasurer and such other executive officers as shall
be designated by the Board of Directors, all of whom shall be
chosen by the Board of Directors. The Chairman of the Board and
the President shall be chosen from among the directors; any
person may hold two or more offices, except the offices of
Chairman of the Board and Secretary, or President and Secretary.
Section 2. Subordinate Officers. The Board of Directors, the
____________________
Chairman of the Board, the Vice-Chairman of the Board, or the
President may appoint such subordinate officers and such
assistant officers as the Board of Directors, the Chairman of the
Board, the Vice-Chairman of the Board, or the President may deem
necessary or advisable.
Section 3. Tenure of Office and Removal. The tenure of office
____________________________
of each of the executive officers of the Corporation, subject to
prior removal, shall be until the close of the next annual
meeting of the stockholders following his election, and until the
election of his successor. Any executive officer may be removed
at any time prior to the expiration of his term by affirmative
vote of the majority of the directors. The Board of Directors,
the Chairman of the Board, the Vice-Chairman of the Board, or the
President may remove any subordinate officer or assistant officer
at any time. If the office of any officer of the Corporation
becomes vacant by reason of death, resignation, retirement,
disqualification or removal from office, or inability to act, the
Board of Directors may, in every such case, choose a successor
for such officer who shall hold office for such term as may be
prescribed by the Board of Directors, but no longer than the
unexpired portion of the term of the officer or agent whose place
is vacant, and until his successor shall have been duly elected
and qualified.
Section 4. Compensation. The Board of Directors may from time
____________
to time in its discretion fix or alter the compensation of any
executive officer and the Board of Directors or the officer who
appointed any subordinate or assistant officer may from time to
time in its or his discretion fix or alter the compensation of
any subordinate or assistant officer.
Section 5. Duties of the Officers. The Chairman of the Board,
_______________________
the Vice-Chairman of the Board, the President and the Vice-
Presidents shall perform such duties as may from time to time be
directed by the Board of Directors and have such powers as may
from time to time be conferred upon them by the Board of
Directors, except to the extent otherwise provided by law.
The Secretary shall attend all meetings of the stockholders of
the Corporation, and the Board of Directors and standing
committees. He shall act as the clerk or secretary thereof and
shall record all of the proceedings of such meetings in minute
books kept for that purpose. He shall keep in safe custody the
corporate seal of the Corporation and is authorized to affix the
same to all instruments requiring the Corporation's seal. He
shall have charge of the corporate records and, except to the
extent authority may be conferred upon any transfer agent or
registrar duly appointed by the Board of Directors, he shall
maintain the Corporation's books, registers stock certificate and
stock transfer books and stock ledgers, and such other books,
records and papers as the Board of Directors may from time to
time entrust to him. He shall give or cause to be given proper
notice of all meetings of stockholders and directors as required
by law and the By-Laws, and shall perform such other duties as
may from time to time be prescribed by the Board of Directors.
The Treasurer shall have the custody of the corporate funds and
securities of the Corporation and shall keep full and accurate
account of the receipts and disbursements in books belonging to
the Corporation, and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. He
shall disburse the funds of the Corporation in the manner and for
the purpose ordered by the Board of Directors, and shall render
to the Board of Directors, whenever they may require it, an
account of all of his transactions as Treasurer and of the
financial condition of the Corporation. And he shall perform
such other duties as the Board of Directors may from time to time
prescribe.
Any subordinate officers and assistant officers appointed by the
Board of Directors, the Chairman of the Board, the Vice-Chairman
of the Board, or the President shall perform such duties as may
from time to time be directed by the Board of Directors or the
officer who appointed them and any such subordinate officer of
assistant officer shall have such powers as may from time to time
be conferred upon them by the Board of Directors or the officer
who appointed them, except to the extent otherwise provided by
law.
Section 6. Officers' Bonds. The Board of Directors may require
________________
any officer or officers to furnish the Corporation a bond in such
sum and in form and with security satisfactory to the Board of
Directors for the faithful performance of the duties of their
offices and the restoration to the Corporation in case of death,
resignation or removal from office of such officer or officers,
of all books, papers, vouchers, money and other property of
whatever kind in their possession, belonging to the Corporation.
ARTICLE VI
Agents and Attorneys
____________________
The Chairman of the Board, the Vice-Chairman of the Board and the
President or any one of them, may appoint such agents, attorneys
and attorneys-in-fact of the Corporation as any one of them may
deem proper, and any one of them may, by written power of
attorney, authorize such agents, attorneys, or attorneys-in-fact,
to represent the Corporation and for it and in its name, place
and stead, and for its use and benefit to transact any and all
business, to the extent authorized, which said Corporation is
authorized to transact or do by its Articles of Incorporation,
and in its name, place and stead, and as its corporate act and
deed, to sign, acknowledge and execute any and all contracts and
instruments, in writing, necessary or convenient in the
transaction of such business as fully to all intents and purposes
as said Corporation might or could do if it acted by and through
its regularly elected and qualified officers.
ARTICLE VII
Certificate of Stock and Transfers
__________________________________
Section 1. Forms and Execution of Certificates. Each
________________________________________
stockholder of the Corporation whose stock has been paid for in
full shall be entitled to have a certificate or certificates,
certifying the number of shares of stock of the Corporation owned
by him. The certificates of stock shall be in such form as the
Board of Directors shall determine. Each certificate shall be
signed by the Chairman or the President, and the Secretary or an
Assistant Secretary, having affixed to it the seal of the
Corporation, which seal may be facsimile, engraved or printed,
and express on its face its number, date of issuance, the number
of shares for which and the person to whom it is issued. If the
Corporation has a registrar, a transfer agent or a transfer clerk
who actually signs such certificates, the signatures of any of
the officers above mentioned may be facsimile, engraved or
printed. In case any such officer who has signed or whose
facsimile signature has been placed upon any such certificate
shall have ceased to be such officer before such certificate is
issued, such certificate may nevertheless be issued by the
Corporation with the same effect as if such officer were an
officer at the date of its issue.
Section 2. Transfer of Stock. Shares of stock, after
____________________
certificates thereof have been issued, shall be transferable only
on the stock transfer books of the Corporation which shall be in
the possession of the Secretary or of a transfer agent or clerk
for the Corporation. No transfer shall be valid against the
Corporation until the same is so entered upon its books and the
old certificate is surrendered for cancellation.
Section 3. Old Certificate to be Cancelled. No new certificate
_______________________________
shall be issued for previously issued certificates until the
former certificate or certificates for the shares represented
thereby shall have been surrendered to and cancelled by the
Secretary, by writing across the face thereof the word
"Cancelled" with the date of cancellation; in case any
certificate shall be claimed to be lost or destroyed, no new or
duplicate certificate shall be issued for the shares represented
thereby and no new certificate shall be issued upon a transfer of
such shares, except pursuant to a judgment of a court of
competent jurisdiction, duly given and made in accordance with
the laws of the State of Missouri, or upon a corporate surety
bond or other indemnity in form and amount satisfactory to the
Corporation being furnished to the Corporation.
Section 4. Treasury Stock. All issued and outstanding stock of
______________
the Corporation that may be purchased or otherwise required by
the Corporation shall be treasury stock, and shall be subject to
disposal by action of the Board of Directors. Such stock shall
neither vote nor participate in dividends while held by the
Corporation.
Section 5. Registered Stockholders. The Corporation shall be
_______________________
entitled to treat the registered holder of any share or shares of
stock whose name appears on its books as the owner or holder
thereof as the absolute owner of all legal and equitable interest
therein for all purposes and (except as may be otherwise provided
by law) shall not be bound to recognize any equitable or other
claim to or interest in such shares of stock on the part of any
other person, regardless of whether or not it shall have actual
or implied notice of such claim or interest.
Section 6. Closing of Stock Transfer Books - Fixing Record Date.
____________________________________________________
The Board of Directors shall have power to close the stock
transfer books of the Corporation for a period not exceeding
fifty (50) days preceding the date of any meeting of
stockholders, or the date for payment of any dividend, or the
date for the allotment of rights, or the date when any change,
conversion or exchange of capital stock shall go into effect;
provided, however, that in lieu of closing the stock transfer
books as aforesaid, the Board of Directors may fix in advance a
date, not exceeding fifty (50) days preceding the date of any
meeting of stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall
go into effect, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such
meeting, and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights,
or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, and in such case such
stockholders and only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to notice of,
and to vote at, such meeting, and any adjournment thereof or to
receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid. If
the Board of Directors shall not have closed the transfer books
or set a record date for the determination of its stockholders
entitled to vote as herein provided, the date on which notice of
the meeting is mailed or the date such dividend is declared or
other right announced, as the case may be, shall be the record
date for such determination of stockholders so entitled to
participate.
ARTICLE VIII
Seal
____
The Corporation shall have a corporate seal which shall have
inscribed around the circumference thereof "UMB Financial
Corporation - Missouri", and elsewhere thereon shall bear the
words "Corporate Seal". The corporate seal may be affixed by
impression or may be facsimile, engraved or printed.
ARTICLE IX
Miscellaneous Provisions
________________________
Section 1. Fiscal Year. The fiscal year of the Corporation
___________
shall be as determined from time to time by the Board of
Directors. Absent action by the Board of Directors, the fiscal
year of the Corporation shall begin on the first day of January
in each calendar year and shall terminate on the last day of
December of the same calendar year.
Section 2. Failure or Refusal to Give Notice Upon Request. If
_______________________________________________
the Secretary, upon written request by the proper party or
parties as permitted and provided in these By-Laws, shall fail or
refuse to give any notice which he is required to give in
accordance with the provisions hereof, the party or parties
entitled to require that such notice be given may sign and issue
a notice of the character and in the manner herein provided and
setting forth in such notice the fact of such failure or refusal
on the part of the Secretary to give the notice as requested; and
such notice so signed and issued shall have the same force and
effect as though signed and issued by the Secretary of the
Corporation.
Section 3. Checks, Drafts, etc. All checks and drafts on the
____________________
Corporation's bank accounts and all bills of exchange and
promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed by such
officer or officers or agent or agents as shall be thereunto duly
authorized from time to time by the Board of Directors; provided,
that the Board of Directors may authorize the use of facsimile
signatures of such officers and upon such terms and subject to
such conditions as the Board of Directors may determine.
Section 4. Indemnification of Directors and Officers.
_________________________________________
1. Any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director,
officer or employee of the Corporation, or is or was serving at
the request of the Corporation as a director, officer or employee
of another corporation, partnership, joint venture, trust or
other enterprise (which shall be deemed to include any employee
benefit plan of the Corporation or any other corporation) may be
indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement (which shall
include any excise taxes assessed against a person with respect
to an employee benefit plan) actually and reasonably incurred by
him in connection with such action, suit or proceeding so long as
the results of an investigation of the matter as described in
Section 4 includes a finding that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Corporation or the participants or beneficiaries
of any employee benefit plan, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful, provided, however, that in an action by or
in the right of the Corporation no indemnification shall be made
in respect of any judgments, fines and amounts paid in settlement
and provided further that in such an action there shall be no
indemnification for any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation
unless and only to the extent that a court of competent
jurisdiction so orders.
2. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
____
contendere or its equivalent, shall not, of itself, create a
__________
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interest of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
3. Any person who has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in
Section 1 above, shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.
4. Except as provided in Section 3, indemnification of anyone
under Section 1, unless ordered by a court, shall be made by the
Corporation only as authorized in each case upon a determination
that it is proper because the director, officer or employee has
met the applicable standard of conduct set forth. Such a
determination shall be made by the Board of Directors by a
majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding, or if such a quorum is
not obtainable, or even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or by the shareholders.
5. Notwithstanding anything herein to the contrary, no director,
officer or employee shall be indemnified against any expenses,
penalties or other payments incurred in an administrative
proceeding or action instituted by an appropriate bank regulatory
agency which proceeding or action results in a final order
assessing civil money penalties or requiring affirmative action
by an individual or individuals in the form of payments to the
bank.
6. If authorized by the Board of Directors, the Corporation may
advance the costs and expenses incurred in defending a civil or
criminal action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer or employee
to repay such amount if it is ultimately determined that he is
not entitled to indemnification.
7. The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer or employee of
the Corporation or is or was serving at the request of the
Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other
enterprise against any liability for which it may indemnify such
people under the terms of this Article.
8. The indemnification provided for directors, officers or
employees of the Corporation shall not be deemed exclusive of any
other rights to which those officers, directors or employees may
be entitled under any by-law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to actions in his
or her official capacity and as to actions in another capacity
while holding such office, and shall continue as to any person
who has ceased to be a director, officer or employee of the
Corporation and shall inure to the benefit of his or her heirs,
executors and administrators.
Section 5. Amendments to By-Laws. The Board of Directors shall
_____________________
have the power to make, alter, amend or repeal the By-Laws of
this Corporation from time to time.
EXHIBIT 5
November 13, 1995
UMB Financial Corporation
1010 Grand Avenue
Kansas City, Missouri 64106
Re: Registration Statement on Form S-3
for UMB Financial Corporation
Ladies and Gentlemen:
We have acted as counsel to UMB Financial Corporation, a
Missouri corporation (the "Company"), in connection with the
preparation and filing with the U.S. Securities and Exchange
Commission (the "Commission") of a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the
issuance of 300,000 shares (the "Registered Shares") of the
Company's common stock, $1.00 par value (the "Common Stock"), in
connection with the Dividend Reinvestment and Employee Direct
Stock Purchase Plan (the "Plan"). We are rendering this opinion
pursuant to Item 16 of Form S-3 and Item 601 of Regulation S-K
promulgated by the Commission.
In connection with rendering this opinion, we have examined
and relied without investigation upon the following:
(a) The Plan adopted by the Company's Board of Directors on
July 14, 1995;
(b) The Registration Statement expected to be filed on
November 13, 1995;
(c) The Company's Articles of Incorporation and Bylaws, as
amended, and the minutes of applicable Board of
Director meetings and shareholder meetings; and
(d) Such documents, certificates and records of public
officials and the Company and its officers and other
documents and legal matters as we have deemed necessary
for the purpose of rendering this opinion.
Subject to the assumptions, qualifications and our
examination as described herein, it is our opinion that the
Registered Shares will, upon issuance and sale pursuant to the
terms of the Plan, be legally issued, fully paid and
nonassessable.
In rendering the opinion herein, we have assumed without
investigation that at the time of issuance of the Registered
Shares:
(1) The pertinent provisions of the Securities Act, all
other securities laws and regulations, and such "blue-
sky" securities laws as may be applicable (as to which
no opinion is given herein) have been complied with;
(2) There has been no change in the applicable law or the
pertinent provisions of the Company's Articles of
Incorporation or Bylaws since the date of this opinion;
(3) There have been no changes in the number of Registered
Shares, shares of Common Stock issued or shares of
Common Stock reserved for issuance that causes the
Registered Shares together with the shares heretofore
issued to exceed the shares of Common Stock authorized
in the Company's Articles of Incorporation;
(4) The board of directors of the Company has taken the
necessary actions to duly authorize the issuance of the
Registered Shares; and
(5) The board of directors of the Company will have taken
the necessary corporate action determining that the
value of the consideration to be received for the
issuance of the Registered Shares is at least equal to
the par value of such shares, and that such
consideration will have been actually received by the
Company, and that there is no actual fraud in the
taking of such action.
This Opinion is subject to the following assumptions (in
addition to the other assumptions set forth herein), exceptions,
qualifications and limitations:
(a) In our examination and in rendering this Opinion, we
have assumed the genuineness of all signatures (except
officers of the Company on the Purchase Agreements),
the legal capacity of all natural persons, that each
document submitted to us for review is accurate and
complete, that each such document that is an original
is authentic, that each document that is a copy
confirms to an authentic original, and that all
signatures on the document are genuine.
(b) We are admitted to the Bar of the State of Missouri,
and we express no opinion as to the laws of any
jurisdictions other than the laws of the State of
Missouri. In addition, our opinion is intended to
address only the specific legal issues directly and
explicitly referred to herein, and does not address, by
implication or otherwise, any other matter or issue.
(c) In rendering this Opinion, we have relied without
investigation on the representations, warranties,
covenants and agreements of the Company, and we have
assumed without investigation that such
representations, warranties, covenants and agreements
were accurate, complete and fair, and contained no
omission of material facts, both on the date made and
on and as of the date of this Opinion as though made on
the date hereof, and that each of such parties has
complied with, performed or satisfied such
representations, warranties, covenants, and agreements
on their part required to be complied with, performed
or satisfied on or before the date hereof.
(d) In rendering this Opinion, we have relied without
investigation on the certificate of the Company.
Other than the addressee, who is hereby authorized to rely
on this Opinion, no one is entitled to rely on this Opinion.
This Opinion is based on applicable law and our
understanding of factual matters at the date hereof, and we
disclaim any obligation to revise or supplement this Opinion
based upon any change in applicable law or any factual matter
that occurs or comes to our attention after the date hereof.
We hereby consent to the filing of this opinion as an
exhibit to and to being named in the Registration Statement. In
giving such consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
/S/ WATSON & MARSHALL L.C.
EXHIBIT 8
November 13, 1995
UMB Financial Corporation
1010 Grand Avenue
Kansas City, Missouri 64106
Re: Registration Statement on Form S-3
for UMB Financial Corporation
Ladies and Gentlemen:
We have acted as counsel to UMB Financial Corporation, a
Missouri corporation (the "Company"), in connection with the
preparation and filing with the U.S. Securities and Exchange
Commission (the "Commission") of a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the
issuance of 300,000 shares (the "Registered Shares") of the
Company's common stock, $1.00 par value (the "Common Stock"), in
connection with the Dividend Reinvestment and Employee Direct
Stock Purchase Plan (the "Plan"). We are rendering this opinion
pursuant to Item 16 of Form S-3 and Item 601 of Regulation S-K
promulgated by the Commission.
In connection with rendering this opinion, we have examined
and relied without investigation upon the following (the
"Operative Documents"):
(a) The Plan adopted by the Company's Board of Directors on
July 14, 1995;
(b) The Registration Statement expected to be filed on
November 13, 1995;
(c) The Company's Articles of Incorporation and Bylaws, as
amended, and the minutes of applicable Board of
Director meetings and shareholder meetings; and
(d) Such documents, certificates and records of public
officials and the Company and its officers and other
documents and legal matters as we have deemed necessary
for the purpose of rendering this opinion.
Based on the foregoing, subject to the qualifications and
limitations set forth herein, and assuming that the Operative
Documents are executed and delivered in substantially the form we
have examined and that the Plan is operated in accordance with
the terms thereof, we are of the opinion that:
(1) Plan Participants will be treated for federal
income tax purposes as having received, on the dividend
payment date, a dividend in an amount equal to the cash
dividend (before deduction of any required income tax
withholding) the participant would have received in the
absence of reinvestment of the dividend. Section 301 of the
Internal Revenue Code of 1986, as amended ("Code"). The
basis of shares acquired pursuant to the Plan for federal
income tax purposes will be equal to their purchase price as
described in the Plan. Section 1012 of the Code.
(2) A Plan Participant will not recognize taxable
income upon receipt of certificates for whole shares
credited to its account through (i) a request for such
certificates, (ii) withdrawal from the Plan, or (iii)
termination of the Plan. However, Plan Participants will
recognize gain or loss when whole shares acquired under the
Plan are sold or exchanged in a taxable transaction.
Section 1001 of the Code. Plan Participants will also
recognize gain or loss when they receive a cash payment for
a fractional share upon termination of participation in the
Plan or termination of the Plan by the Company. Rev. Rul.
66-365, 1966-2 C.B. 116. Gain or loss will be computed by
comparing the amount received for such shares and the tax
basis of such shares in the hands of the Plan Participant.
Section 1001 of the Code.
This Opinion is subject to the following assumptions (in
addition to the other assumptions set forth herein), exceptions,
qualifications and limitations:
(a) Each of the assumptions set forth in Paragraph 4 of the
Legal Opinion Accord of the ABA Section of Business Law
(1991) (the "Accord"). Except to the extent expressly
provided for in this Opinion, however, this Opinion
does not adopt, and is not governed by, the Accord.
(b) In rendering this Opinion, we have relied without
investigation on the representations, warranties,
covenants and agreements of the Company, and we have
assumed without investigation that such
representations, warranties, covenants and agreements
were accurate, complete and fair, and contained no
omission of material facts, both on the date made and
on and as of the date of this Opinion as though made on
the date hereof, and that each of such parties has
complied with, performed or satisfied such
representations, warranties, covenants, and agreements
on their part required to be complied with, performed
or satisfied on or before the date hereof.
Other than the addressee, who is hereby authorized to rely
on this Opinion, no one is entitled to rely on this Opinion.
The opinion set forth in this letter is based upon the
applicable provisions of the Code as in effect on the date
hereof, Treasury regulations promulgated and proposed thereunder,
current positions of the Internal Revenue Service (the "Service")
contained in published Revenue Rulings and Revenue Procedures,
current administrative positions of the Service and existing
judicial decisions, all of which are subject to change at any
time without notice and possibly with retroactive effect with
respect to completed transactions. This letter only constitutes
our opinion, which is not binding upon the Service or the courts,
and no assurance can be given that the conclusions reached
therein would be sustained by a court if contested.
This opinion is given as of the date hereof and we render no
opinion and disclaim any obligation to revise or supplement this
opinion based on any change in applicable law or any factual
matter that occurs or comes to our attention after the date
hereof.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the
references to this firm under the caption "Legal Matters" in the
prospectus filed as part of the Registration Statement. In
giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of
the 1933 Act or the rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
/s/ WATSON & MARSHALL L.C.
sk
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of UMB Financial Corporation on Form S-3 of our report
dated January 19, 1995, incorporated by reference in the Annual
Report on Form 10-K of UMB Financial Corporation for the year
ended December 31, 1994 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/Deloitte & Touche LLP
Kansas City, Missouri
November 10, 1995
EXHIBIT 24
POWER OF ATTORNEY
POWER OF ATTORNEY
We, the undersigned Directors and Officers of UMB Financial
Corporation, do hereby name, constitute and appoint Alexander C.
Kemper or David D. Miller, our agent and attorney-in-fact, for
each of us and in our respective behalves as Directors and/or as
Officers of UMB Financial Corporation, a Missouri corporation, to
sign and execute a Registration Statement on Form S-3, and any
amendments or supplements thereto, relating to the registration
with the Securities and Exchange Commission of the offering of
not more than 300,000 shares of Common Stock of UMB Financial
Corporation related to a Dividend Reinvestment and Employee
Direct Stock Purchase Plan, and to file such documents,
amendments or supplements, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission and such other regulatory agencies as are
necessary, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully
to all intents and purposes as we might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, may lawfully do or cause be done by
virtue hereof.
Executed this 14th day of July, 1995.
Name Title
____ _____
By /s/Paul D. Bartlett Jr.
________________________
Paul D. Bartlett Jr. Director
By /s/Thomas E. Beal
________________________
Thomas E. Beal Director
By /s/H. Alan Bell
________________________
H. Alan Bell Director
By________________________
David R. Bradley Director
By /s/Newton A.Campbell
________________________
Newton A. Campbell Director
By________________________
Thom R. Cooper Director
By /s/William Terry Fuldner
________________________
William Terry Fuldner Director
By /s/Charles A. Garney
_________________________
Charles A. Garney Director
By /s/Peter J. Genovese Vice Chairman
_________________________
Peter J. Genovese of the Board
By /s/C.N. Hoffman Jr.
_________________________
C. N. Hoffman Jr. Director
By /s/Alexander C. Kemper
_________________________
Alexander C. Kemper President
By /s/R. Crosby Kemper
_________________________
R. Crosby Kemper Chairman and
CEO
By /s/Rufus Crosby Kemper III Director
___________________________
Rufus Crosby Kemper III
By /s/Daniel N. League Jr.
___________________________
Daniel N. League Jr. Director
By__________________________ Vice Chairman
Geoffrey E. Lind of the Board
By__________________________
Roy E. Mayes Director
By /s/William J. McKenna
__________________________
William J. McKenna Director
By__________________________
John H. Mize Jr. Director
By /s/Mary Lynn Oliver
__________________________
Mary Lynn Oliver Director
By__________________________
W. L. Orscheln Director
By__________________________ Director and
Douglas F. Page Executive
Vice
President
By__________________________
Richard A. Renfro Director
By /s/Alan W. Rolley
__________________________
Alan W. Rolley Director
By__________________________
Joseph F. Ruysser Director
By__________________________
Thomas D. Sanders Director
By__________________________ Director and
James A. Sangster Executive
Vice
President
By__________________________
Herman R. Sutherland Director
By__________________________
William C. Tempel Director
By /s/E. Jack Webster Jr.
__________________________
E. Jack Webster Jr. Director
By__________________________ Director and
J. Lyle Wells Jr. Vice Chairman
of the Board
By /s/Jon M. Wefald Director
_________________________
Jon M. Wefald
By /s/John E. Williams Director
__________________________
John E. Williams
