SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
UMB FINANCIAL CORPORATION
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
902 788 108
(CUSIP Number)
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
Page 1 of 12 Pages
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CUSIP NO. 902 788 108 13G Page 2 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
UMB BANK, N.A. ("UMB")
2. Check the Appropriate box if a member of a group (a) [ ]
(b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization: United States
Number of Shares Beneficially owned by Each Reporting Person With:
5. Sole Voting Power: 225,600.
6. Shared Voting Power: 2,034,928. Beneficial ownership is
disclaimed as to the 2,034,928 shares.
7. Sole Dispositive Power: 1,563,463.
8. Shared Dispositive Power: 697,065. Beneficial ownership is
disclaimed as to the 697,065 shares.
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,260,568. Beneficial ownership is disclaimed as to the
1,337,863 shares held as trustee of the UMBFC ESOP.
10. Check Box if the Aggregate Amount in Row (9) excludes Certain
Shares: [ ]
11. Percent of Class Represented by Amount in Row 9: 11.90%
12. Type of Reporting Person: BK
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CUSIP NO. 902 788 108 13G Page 3 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
UMB FINANCIAL CORPORATION ("UMBFC")
2. Check the Appropriate box if a member of a group (a) [ ]
(b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization: Missouri
Number of Shares Beneficially owned by Each Reporting Person With:
5. Sole Voting Power: 0
6. Shared Voting Power: 0
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting
Person: 0
10. Check Box if the Aggregate Amount in Row (9) excludes Certain
Shares: [X] 1,337,863 shares of Issuer Common Stock are held
by a subsidiary in various capacities as to which UMBFC has no
voting or dispositive power.
11. Percent of Class Represented by Amount in Row 9: 0
12. Type of Reporting Person: HC
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CUSIP NO. 902 788 108 13G Page 4 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
UMB FINANCIAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN
("UMBFC ESOP")
2. Check the Appropriate box if a member of a group (a) [ ]
(b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization: Missouri
Number of Shares Beneficially owned by Each Reporting Person With:
5. Sole Voting Power: -0-
6. Shared Voting Power: 1,337,863. Beneficial ownership is
disclaimed as to the 1,337,863 shares held on behalf of the
UMBFC ESOP.
7. Sole Dispositive Power: 1,337,863
8. Shared Dispositive Power: -0- . Beneficial
ownership is disclaimed as to the 1,337,863 shares held by the
UMBFC ESOP for the benefit of participants.
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,337,863. Beneficial ownership is disclaimed as to the
1,337,863 shares held for the benefit of the UMBFC ESOP
participants.
10. Check Box if the Aggregate Amount in Row (9) excludes Certain
Shares: [ ]
11. Percent of Class Represented by Amount in Row 9: 7.04%
12. Type of Reporting Person: EP
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CUSIP NO. 902 788 108 13G Page 5 of 12 Pages
Item 1(a) Name of Issuer:
UMB Financial Corporation, a Missouri corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
1010 Grand Avenue, Kansas City, Missouri 64106
Item 2(a) Names of Persons Filing:
(i) UMB Bank, N.A. ("UMB")
(ii) UMB Financial Corporation ("UMBFC")
(iii) UMB Financial Corporation Employee Stock
Ownership Plan ("UMBFC ESOP")
Item 2(b) Address of Principal Business or, if none,
Residence:
Both UMB and UMBFC maintain their principal
executive offices at and the address for the UMBFC
ESOP is 1010 Grand Avenue, Kansas City, Missouri
64106
Item 2(c) Citizenship:
UMBFC is a corporation organized under the laws of
the State of Missouri, UMB is a national banking
association chartered by the United States and the
UMBFC ESOP is a trust organized in the State of
Missouri.
Item 2(d) Title of Class of Securities: common stock, par
value $1.00 per share (the "Common Stock")
Item 2(e) CUSIP Number: 902 788 108
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CUSIP NO 902 788 108 13G Page 6 of 12 Pages
Item 3 If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person
filing is a:
(a) [ ] Broker or Dealer under Section 15 of
the Act
(b) [ X ] Bank as defined in section 3(a)(6) of
the Act (UMB)
(c) [ ] Insurance Company as defined in section
3(a)(19) of the Act
(d) [ ] Investment Company registered under
section 8 of the Investment Company Act
(e) [ ] Investment Adviser registered under
section 203 of the Investment Advisers Act of
1940
(f) [ X ] Employee Benefit Plan, Pension Fund
which is subject to the provisions of the
Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-
1(b)(1)(ii)(F) (UMBFC ESOP)
(g) [ X ] Parent Holding Company, in accordance
with Section 240.13d-1(b)(ii)(G) (Note: See
Item 7) (UMBFC)
(h) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(H)
The UMBFC ESOP may be deemed to beneficially own in excess of
5% of the Issuer's Common Stock and is filing this statement as a
result thereof. As trustee of the UMBFC ESOP, UMB has certain
voting and dispositive powers over such shares and is filing this
schedule as a result of having such powers. UMBFC owns 100% of the
outstanding stock of UMB and is filing this statement solely as a
result of such stock ownership which gives UMBFC control over UMB.
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CUSIP NO. 902 788 108 13G Page 7 of 12 Pages
Item 4. Ownership.
The UMBFC ESOP may be deemed to beneficially own the 1,337,863
shares (7.04%) of the Issuer's Common Stock held by the UMBFC. UMB
serves as trustee of the UMBFC ESOP. UMBFC ESOP participants
direct the trustee with respect to voting powers over the UMBFC
ESOP shares held by the trustee but attributable to them. To the
extent that participants do not issue voting instructions to the
trustee shares are voted by the trustee in the discretion of the
Plan's Administrative Committee.
(a) Amount Beneficially Owned: 1,337,863. Beneficial
ownership is disclaimed as to 1,337,863 shares held for
participants of the UMBFC ESOP.
(b) Percent of Class: 7.04%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote:
1,337,863. Beneficial ownership is disclaimed
as to 1,337,863 shares held for participants
of the UMBFC ESOP.
(iii) sole power to dispose or to direct the
disposition of: 1,337,863.
(iv) shared power to dispose or to direct the
disposition of: -0-. Beneficial ownership is
disclaimed as to 1,337,863 shares held for
participants of the UMBFC ESOP.
UMB may be deemed to beneficially own a total of 2,260,528
(11.90%) shares of Issuer Common Stock including the shares held by
the UMBFC ESOP and shares held in other fiduciary capacities. As
trustee, UMB may be deemed to have shared voting power and
dispositive power over the UMBFC ESOP shares, although UMB
disclaims beneficial ownership over the shares. With respect to
the shares held in other fiduciary capacities, UMB may also be
deemed to have sole voting power over 225,600 shares, shared voting
power over 697,065 shares, sole dispositive power over 225,600
shares and shared dispositive power over 697,065 shares. 3,030,536
shares of Common Stock held by UMB in custodial and other
capacities over which UMB has no voting or dispositive power.
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CUSIP NO. 902 788 108 13G Page 8 of 12 Pages
Therefore, UMB may be deemed to beneficially own shares of the
Issuer's Common Stock as follows:
(a) Amount Beneficially Owned: 2,260,568. Beneficial
ownership is disclaimed as to 1,337,863 shares held for
participants of the UMBFC ESOP.
(b) Percent of Class: 11.90%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
225,600
(ii) shared power to vote or to direct the vote:
2,034,928. Beneficial ownership is disclaimed
as to 2,034,928 shares.
(iii) sole power to dispose or to direct the
disposition of: 1,563,463.
(iv) shared power to dispose or to direct the
disposition of: 697,065. Beneficial
ownership is disclaimed as to 697,065 shares.
UMBFC does not own of record any shares of the Issuer's Common
Stock and does not exercise or direct the exercise of any voting or
dispositive power over the shares of the Issuer's Common Stock
reported herein and is precluded by applicable law from directing
the exercise of such power over said shares of the Issuer's Common
Stock.
Item 5 Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
Although the UMBFC ESOP participants generally have no direct
rights or powers with respect to dividends paid on or the proceeds
from the sale of shares of the Issuer's Common Stock held by the
UMBFC ESOP, participants have the right to receive vested amounts
representing dividends on the shares held for their accounts and
elect to receive cash from proceeds their UMBFC ESOP accounts upon
distribution thereof.
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CUSIP NO. 902 788 108 13G Page 9 of 12 Pages
Item 7 Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by
the Parent Holding Company.
Information as to UMB, which is jointly filing this
statement with UMBFC, is presented above.
Item 8 Identification and Classification of Members of the
Group.
Not Applicable.
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification.
See below.
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CUSIP NO. 902 788 108 13G Page 10 of 12 Pages
Signature
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
UMB Bank, N.A.
Dated: February 13,1995 By /s/David D. Miller
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: February 13,1995 By /s/David D. Miller
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Inc. Employee Stock Ownership Plan
and Trust
By: UMB Bank, N.A.,
Trustee
Dated: February 13, 1995 By /s/David D. Miller
David D. Miller,
Executive Vice President
and Corporate Secretary
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Page 11 of 12
EXHIBIT INDEX
Exhibit Document Page No.
A. Joint Filing Agreement
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Page 12 of 12
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of the Schedule 13G to which this
Exhibit is attached with respect to the Common Stock, par value
$1.00 per share, of UMB Financial Corporation, a Missouri
corporation, and consent to this Joint Filing Agreement being
included as an Exhibit to such filing. In evidence thereof the
undersigned hereby execute this Agreement this 13th day of
February, 1995.
UMB BANK, N.A.
Dated: February 13, 1995 By /s/David D. Miller
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: February 13, 1995 By /s/David D. Miller
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Employee Stock Ownership Plan
and Trust
By: UMB Bank, N.A.,
Trustee
Dated: February 13, 1995 By /s/David D. Miller
David D. Miller,
Executive Vice President
and Corporate Secretary
