<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
UMB FINANCIAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
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LOGO
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
AND
PROXY STATEMENT
April 16, 1996
10:00 a.m.
UMB Bank Building
1010 Grand Avenue
Kansas City, Missouri 64106
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
LOGO
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of UMB Financial Corporation (the
"Company") will be held at the UMB Bank Building, 1010 Grand Avenue, Kansas
City, Missouri 64106 on April 16, 1996, at 10:00 a.m. to consider and vote on
the following matters:
1) the election of one Class I director to hold office until the Annual
Meeting in 1998;
2) the election of nine Class II directors to hold office until the Annual
Meeting in 1999;
3) approval of an amendment to the Articles of Incorporation to increase
the number of authorized shares of Common Stock of the Company; and
4) such other matters as may properly come before the meeting or any
adjournments thereof.
Only shareholders of record at the close of business on March 4, 1996 will be
entitled to notice of or to vote at this meeting or any adjournments thereof.
Whether or not you plan to attend the meeting, you are requested to sign and
date the enclosed proxy and return it promptly in the envelope enclosed for
that purpose.
By Order of the Board of Directors,
David D. Miller
Secretary
The date of this notice is March 12, 1996.
PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND MAIL IT PROMPTLY.
<PAGE>
UMB FINANCIAL CORPORATION
1010 GRAND AVENUE
KANSAS CITY, MISSOURI 64106
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement and the accompanying form of proxy are furnished to the
shareholders of UMB Financial Corporation (the "Company") in connection with
the solicitation of proxies by its Board of Directors (the "Board") for use at
the Annual Meeting of Shareholders to be held at the UMB Bank Building, 1010
Grand Avenue, Kansas City, Missouri 64106, on April 16, 1996, at 10:00 a.m. and
at any adjournments thereof (the "Annual Meeting").
Mailing of this Proxy Statement and the accompanying form of proxy is
expected to commence on March 12, 1996.
A shareholder may revoke a proxy with a later-dated proxy or other writing
delivered to the Secretary of the Company at any time before the proxy is voted
at the Annual Meeting. Attendance at the meeting will not have the effect of
revoking a proxy unless the shareholder delivers a written revocation to the
Secretary of the Company before the original proxy is voted.
The Company will bear the cost of the Annual Meeting, including all costs
relating to its solicitation of proxies.
Proxies may also be solicited by telephone, telegram or in person by
officers, directors and employees of the Company not specially engaged or
compensated for that purpose.
Brokers, dealers, banks, voting trustees, other custodians and their nominees
are asked to forward soliciting material to the beneficial owners of shares
held of record by them and, upon request, will be reimbursed for their
reasonable expenses in completing the mailing of soliciting material to such
beneficial owners.
VOTING
Shareholders at the Annual Meeting will consider and vote upon: 1) the
election of one Class I director to hold office until the Annual Meeting in
1998; 2) the election of nine Class II directors to hold office until the
Annual Meeting in 1999; 3) approval of an amendment to the Articles of
Incorporation to increase the number of authorized shares of Common Stock of
the Company; and 4) such other matters as may properly come before the meeting
or any adjournments thereof. Shareholders do not have any dissenters' rights of
appraisal in connection with any of those matters.
The only voting security of the Company is its Common Stock. As of January
10, 1996, the Company had 19,886,749 outstanding shares of Common Stock.
Holders of Common Stock are entitled to cast one vote for each share held. A
majority of shares that are entitled to vote at the Annual Meeting must be
represented at the Annual Meeting by shareholders who are present in person, or
represented by a proxy, in order to have a quorum of such shares.
<PAGE>
Voting is cumulative in the election of directors (but not on other matters),
and each holder of Common Stock is entitled to cast as many votes as shall
equal the number of shares of Common Stock held by him multiplied by the number
of directors to be elected in any given class of directors, and he may cast all
such votes for a single nominee within a class or he may distribute them
between two or more nominees within a class as he may see fit. The directors
shall be elected by an affirmative vote of the plurality of shares that are
entitled to vote on the election of directors and that are represented at the
Annual Meeting by shareholders who are present in person or represented by a
proxy, assuming a quorum is present.
The proposal to amend the Articles of Incorporation requires the affirmative
vote of a majority of the oustanding shares.
In all matters other than the election of directors and amendment of the
Articles of Incorporation, assuming a quorum is present, the affirmative vote
of the majority of shares that are entitled to vote on the matter and that are
represented at the Annual Meeting by shareholders who are present in person or
represented by a proxy is required for approval.
In determining the number of shares that have been affirmatively voted for a
particular matter, shares not represented at the Annual Meeting, shares
represented by shareholders that abstain from voting, and shares held by
nominees for which no voting instructions on the matter being voted upon have
been given by the beneficial owner and the nominee does not have discretionary
authority to vote (although the beneficial owner has given voting instructions
on other matters, including broker non-votes) are not considered to be votes
affirmatively cast. Any of the foregoing is equivalent to a vote against the
proposal other than the election of directors and will have no effect on the
election of directors. Abstentions will have the effect of a vote against any
of the proposals to which the abstention applies.
Under the rules of the National Association of Securities Dealers (the
"NASD"), member brokers who hold shares of Common Stock in the broker's name
for customers are required to forward, along with certain other information,
signed proxy cards to the customers for them to complete and send to the
Company, and such brokers may only vote shares of Common Stock if the brokers
are the beneficial owners or hold them in a fiduciary capacity with the power
to vote. Notwithstanding the restrictions on voting of the NASD rules, if an
NASD member broker is also a member of a national securities exchange, then
they can vote the shares of Common Stock held for customers in accordance with
the rules of that exchange. Under the rules of the New York Stock Exchange,
Inc. ("NYSE"), for example, NYSE member brokers can vote shares of Common Stock
held for a customer on certain routine matters (as specified by the NYSE) if
the brokers customer does not instruct the broker how to vote the shares.
When a broker does not vote shares held for customers, it is referred to as a
"broker non-vote" (customer directed abstentions are not broker non-votes).
Broker non-votes do not affect the determination of whether a quorum is present
at the Annual Meeting because by definition the shares held in the broker's
name have been voted on at least some proposals, and therefore, the shares are
considered present at the Annual Meeting.
Only shareholders of record at the close of business on March 4, 1996, the
record date for the Annual Meeting, are entitled to receive notice of and to
vote at the Annual Meeting.
All shares represented by proxies solicited hereunder will be voted in
accordance with the specifications of the shareholders executing such proxies.
If a shareholder does not specify how a proxy solicited hereunder is to be
voted, the shares represented thereby will be voted FOR the election of
management's nominees for directors; FOR amendment of the Articles of
Incorporation to increase the number of authorized shares of Common Stock of
the Company; and in accordance with the discretion of the person to whom the
proxy is granted upon other matters that come before the Annual Meeting. This
Proxy Statement solicits discretionary authority to vote cumulatively for the
election of directors, and the accompanying form of proxy grants such
authority.
2
<PAGE>
PRINCIPAL SHAREHOLDERS
The following persons owned of record or beneficially more than five percent
of the outstanding voting securities of the Company at the close of business on
January 10, 1996:
<TABLE>
<CAPTION>
NUMBER OF SHARES
HELD OF RECORD AS NUMBER OF
A FIDUCIARY BUT NOT SHARES OWNED
NAME AND ADDRESS OWNED BENEFICIALLY PERCENT BENEFICIALLY PERCENT
---------------- ------------------- ------- ------------ -------
<S> <C> <C> <C> <C>
UMB Bank, n.a............. 3,666,095(1) 18.43 637,395(2) 3.20
1010 Grand Avenue
Kansas City, Missouri
R. Crosby Kemper.......... 0 0 3,636,119(3) 18.28
1010 Grand Avenue
Kansas City, Missouri
ESOP of UMB Financial 0 0 1,927,329(4) 9.69
Corporation, Inc.........
1010 Grand Avenue
Kansas City, Missouri
</TABLE>
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(1) Held by UMB Bank, n.a. ("UMB, n.a."), an affiliate bank of the Company, in
agency accounts and may be voted only upon instructions from the beneficial
owners or are held in trusts and estates and may be voted only upon the
instructions of persons having voting control (see footnote [3]). Shares
reported do not include shares held by UMB, n.a. as trustee of the
Company's ESOP (see footnote [4]). UMB disclaims beneficial ownership of
all of these shares.
(2) Includes 395,005 shares that may be voted only in conjunction with co-
fiduciaries, and UMB, n.a. disclaims beneficial ownership of these shares.
Also includes 242,390 shares held in trusts and estates for which UMB, n.a.
is the sole fiduciary; however, UMB, n.a. has elected not to vote such
shares and disclaims beneficial ownership thereof.
(3) Includes 46,322 shares held beneficially by him as custodian for a minor
child, 17,695 shares held by Mary S. Kemper (wife of R. Crosby Kemper),
presently exercisable options to acquire 6,186 shares granted under the
Company's 1981 and 1992 Incentive Stock Option Plans and 2,590 shares held
under the Company's ESOP Plan for which he has voting rights. Includes
154,095 shares held by Kemper Realty Company, 166,266 shares held by
Pioneer Service Corporation, 67,741 shares held by Stagecoach, Inc., and
669,933 shares held by Stagecoach Investments, L.P. Also includes 803,060
shares held in various trusts for which he has or shares voting powers. Of
this number, 292,673 shares are held in trusts established under the will
of Rufus Crosby Kemper, and 30,692 shares are held in the Enid and Crosby
Kemper Foundation. In both cases, the shares may be voted by UMB, n.a. as
trustee but only upon the direction of R. Crosby Kemper, Mary S. Kemper and
Alexander C. Kemper, or any two of them. Also 136,258 shares are held in
trusts established under the will of Enid J. Kemper and may be voted by
UMB, n.a. as trustee but only upon the direction of R. Crosby Kemper;
316,702 shares are owned by the R.C. Kemper, Sr. Charitable Trust and
Foundation but may be voted only by the co-trustees, R. Crosby Kemper, R.
Crosby Kemper III and Shelia Kemper Dietrich; 5,560 shares are owned by the
R.C. Kemper, Jr. Charitable Trust and Foundation and may be voted by R.
Crosby Kemper, Mary S. Kemper and R. Crosby Kemper III, trustees, or any
two of them; and 21,175 shares are owned by the William T. Kemper
Foundation and may be voted by R. Crosby Kemper.
(4) Held by UMB, n.a. as trustee for the benefit of eligible employees of the
Company and all its subsidiaries under the Company's ESOP. Participants
have the right to direct the voting of shares attributable to their
accounts. All shares not so directed are voted in accordance with the
instructions of the Administrative Committee of the ESOP. Beneficial
ownership of all of these shares is disclaimed.
3
<PAGE>
STOCK BENEFICIALLY OWNED BY DIRECTORS AND NOMINEES
AND EXECUTIVE OFFICERS
(AS OF CLOSE OF BUSINESS ON JANUARY 10, 1996)
<TABLE>
<CAPTION>
TOTAL PERCENT OF
NAME SHARES CLASS
---- --------- ----------
<S> <C> <C>
Paul D. Bartlett, Jr.... 89,535(1) *
Thomas E. Beal.......... 18,469(2) *
H. Alan Bell............ 129,662(3) *
David R. Bradley, Jr.... 8,274(4) *
Newton A. Campbell...... 1,996 *
William Terry Fuldner... 1,072(5) *
Charles A. Garney....... 405,534(6) 2.04
Peter J. Genovese....... 40,135(7) *
C. N. Hoffman, Jr....... 199,607(8) 1.00
Alexander C. Kemper..... 517,893(9) 2.60
R. Crosby Kemper........ 3,636,119(10) 18.28
R. Crosby Kemper III.... 356,471(11) 1.79
Daniel N. League, Jr.... 121 *
Geoffrey E. Lind........ 3,936(12) *
William J. McKenna...... 8,928(13) *
Roy E. Mayes............ 332(14) *
John H. Mize, Jr........ 36 *
Mary Lynn Oliver........ 267,338 1.34
W. L. (Barry) Orscheln.. 57,534(15) *
Robert W. Plaster....... 55,000 *
Alan W. Rolley.......... 192,527 *
Joseph F. Ruysser....... 81,418(16) *
Thomas D. Sanders....... 22,993(17) *
Herman R. Sutherland.... 75,185(18) *
Thomas A. Ward.......... 1,117(19) *
E. Jack Webster, Jr..... 60,397(20) *
Dr. Jon Wefald.......... 2,858(21) *
J. Lyle Wells, Jr....... 28,472(22) *
John E. Williams........ 2,213(23) *
All executive officers
and directors as a
group.................. 5,493,188(24) 27.62
</TABLE>
- --------
*Less than 1%
(1) Sole trustee of personal trust owning 2,704 shares; voting power shared
with two other trustees on 3,025 shares owned by Bartlett and Company
Profit Sharing Trust and with two other directors on 18,133 shares owned by
Bartlett and Company and 65,673 shares owned by Bartlett Enterprises, Inc.
(2) Includes 4,059 shares owned by his wife and 12,417 shares held in a trust
established for the benefit of him and his wife.
(3) Includes 58,406 shares owned by his wife.
(4) Includes 2,417 shares owned by him as trustee under his father's will.
(5) Includes 536 shares held by his wife.
4
<PAGE>
(6) Includes 229,907 shares owned by Braircliff Development Company, by virtue
of his position as Chairman.
(7) Includes 17,641 shares for which options are exercisable, 9,987 shares
under the Company's ESOP for which he has voting rights and 484 shares held
jointly with his mother and brother.
(8) Includes 197,147 shares held in four family trusts and 40 shares held by
his wife.
(9) Includes 2,544 shares for which options are exercisable, 1,792 shares held
by Stagecoach Investments, L.P., 1,067 shares under the Company's ESOP for
which he has voting rights, and 323,365 shares held in trust in which he
shares investment and voting authority with R. Crosby Kemper and Mary S.
Kemper (see Footnote [3] under Principal Shareholders, page 3). Also
includes 28,270 shares held in six other trusts in which he shares voting
and dispositive authority with other family members, and 154,095 shares
held by Kemper Realty Company by virtue of his position as President.
(10) See Footnote [3] under Principal Shareholders, page 3.
(11) Includes 322,262 shares held in trust in which he shares investment and
voting authority with R. Crosby Kemper and Mary S. Kemper or Sheila Kemper
Dietrich (See Footnote [3] under Principal Shareholders, page 3). Also
includes 28,270 shares held in six other trusts in which he shares voting
and investment authority with other family members, 642 shares under the
Company's ESOP for which he has voting authority and 435 shares for which
options are exercisable.
(12) Includes 244 shares held in wife's IRA account, 2,180 shares held in the
Company's ESOP and 1,415 shares for which options are exercisable.
(13) Includes 5 shares held as custodian for a minor child.
(14) All such shares are held for his benefit in the Carmar, Inc. Profit
Sharing Trust.
(15) Has voting power over 57,413 shares owned by ADEO, L.L.C., by virtue of
his position as President.
(16) Includes 72,254 shares held by a partnership over which he has voting
power and 487 shares held by Company's ESOP.
(17) Includes 21,417 shares owned by MMC Corp, by virtue of his position as
Chairman and Chief Executive Officer and 1,173 shares held by him as
trustee.
(18) Includes 4,579 shares owned by his wife and 1,994 shares held in trusts.
(19) Shares owned by his wife.
(20) Includes 7,157 shares owned by his wife.
(21) Includes 275 shares owned by his wife.
(22) Includes 141 shares owned by his wife, 5,837 shares under the Company's
ESOP for which he has voting rights and 3,277 shares for which options are
exercisable.
(23)Includes 665 shares owned by his wife.
(24) The 323,365 shares for which R. Crosby Kemper, Mary S. Kemper and
Alexander C. Kemper are co-trustees; the 316,702 shares for which R.
Crosby Kemper, R. Crosby Kemper, III and Sheila Kemper Dietrich are co-
trustees; the 5,560 shares for which R. Crosby Kemper, Mary S. Kemper and
R. Crosby Kemper III are co-trustees; the 28,270 shares held in six trusts
over which Alexander C. Kemper and R. Crosby Kemper III have shared
authority; the 154,095 shares held by Kemper Realty Company, and the 1,792
shares owned by Stagecoach Investments, L.P. which are beneficially owned
by Alexander C. Kemper have been included only once in this total.
Includes 45,701 shares for which options are exercisable and 47,294 shares
held under the Company's ESOP for which the officers have voting rights.
5
<PAGE>
ELECTION OF DIRECTORS
For a number of years the Company has maintained a practice of nominating
individuals for Board membership from various communities served by its banking
subsidiaries. On October 17, 1995, the Board of Directors accepted the
resignation of Thom R. Cooper and elected Thomas A. Ward to fill the vacancy as
a Class I director.
The shareholders will elect one director to serve in Class I until the Annual
Meeting in 1998, and nine directors to serve in Class II until the Annual
Meeting in 1999, or until their respective successors are duly elected and
qualified. Each shareholder is entitled to cast as many votes as shall equal
the number of shares of Common Stock held by him multiplied by the number of
directors to be elected in any given class of directors, and he may cast all
such votes for a single nominee within a class or he may distribute them
between two or more nominees within a class as he may see fit.
Each nominee has consented to be named as a nominee in this Proxy Statement
and to serve as a director, if elected. It is not anticipated that any nominee
will become unavailable for election; however, if any nominee(s) should
unexpectedly become unavailable for election, the shares represented by the
proxy will be voted for such substitute nominee(s) as the Board may name.
INFORMATION ABOUT DIRECTORS AND NOMINEES
The following schedule sets forth information about the nominees and about
the present directors of the Company who will continue in office. With the
elections at the Annual Meeting, Class I directors will serve until 1998, Class
II directors will serve until 1999 and Class III directors will serve until
1997.
NOMINEES FOR ELECTION
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME AGE POSITION WITH THE COMPANY SINCE EXPIRING
---- --- ------------------------- -------- --------
<S> <C> <C> <C> <C>
CLASS I
Thomas A. Ward, III..... 57 Director 1995 1998
CLASS II
Thomas E. Beal.......... 65 Director 1983 1999
R. Crosby Kemper........ 69 Chairman, Chief Executive Officer and Director 1969 1999
Roy E. Mayes............ 61 Director 1988 1999
William J. McKenna...... 69 Director 1984 1999
William L. Orscheln..... 45 Director 1989 1999
Robert W. Plaster....... 65 Director 1995 1999
Joseph F. Ruysser....... 38 Director 1993 1999
E. Jack Webster, Jr..... 75 Director 1985 1999
John E. Williams........ 69 Director 1987 1999
</TABLE>
6
<PAGE>
DIRECTORS WHO WILL CONTINUE IN OFFICE
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME AGE POSITION WITH THE COMPANY SINCE EXPIRING
---- --- ------------------------- -------- --------
<S> <C> <C> <C> <C>
Paul D. Bartlett, Jr.... 76 Director 1977 1998
H. Alan Bell............ 57 Director 1993 1997
David R. Bradley, Jr.... 46 Director 1983 1998
Newton A. Campbell...... 67 Director 1986 1998
William Terry Fuldner... 68 Director 1985 1998
Charles A. Garney....... 64 Director 1979 1997
Peter J. Genovese....... 49 Vice Chairman and Director 1979 1998
C.N. Hoffman, Jr........ 77 Director 1993 1998
Alexander C. Kemper..... 30 President and Director 1992 1998
R. Crosby Kemper III.... 45 Vice Chairman and Director 1994 1997
Daniel N. League, Jr.... 60 Director 1991 1997
John H. Mize, Jr........ 56 Director 1986 1997
Mary Lynn Oliver........ 56 Director 1993 1998
Alan W. Rolley.......... 63 Director 1993 1997
Thomas D. Sanders....... 51 Director 1991 1997
Herman R. Sutherland.... 83 Director 1971 1997
Dr. Jon Wefald.......... 58 Director 1995 1997
</TABLE>
Mr. Bartlett has served as Chairman of the Board of Bartlett and Company, an
agri-business company, since 1987.
Mr. Beal has served as President of Beal Properties, Inc., a real estate
management company, since 1976, and of Beal Broadcasting Co. since 1991.
Mr. Bell served as Chairman of UMB Citizens Bank and Trust Co., Manhattan,
Kansas from January 1994 to July 1994. Prior to that he served as Chairman and
President of Citizens Bank and Trust Co. in Manhattan, Kansas, from 1976 to
1994.
Mr. Bradley has served as President and Editor of the News-Press and Gazette
Company, St. Joseph, Missouri, since 1981. He has also served as Publisher
since 1994.
Mr. Campbell has served as Chairman Emeritus of Burns & McDonnell Engineering
Company since 1994. He served as Chairman of the Board and Chief Executive
Officer of that company from 1986 until December 1993.
Mr. Fuldner has served as Chairman of the Board and Chief Executive Officer
of EFCO CORPORATION, a manufacturing company, since 1953.
Mr. Garney has served as Chairman of the Board of Garney Companies, Inc., a
construction company, since 1994. From 1991 to 1994 he served as Chairman and
CEO. Prior to that he was President and CEO from 1961 to 1991. He is also
Chairman of the Board of Briarcliff Development Company, a real estate
development company, since 1994.
Mr. Genovese has served as Vice Chairman of the Board of the Company since
1982. He has also served as Chairman and CEO of UMB Bank of St. Louis, n.a.
since 1979.
7
<PAGE>
Mr. Hoffman has served as Chairman of UMB National Bank of America, Salina,
Kansas since 1993. Prior to that he served as Chairman of National Bank of
America at Salina, Salina, Kansas, from 1988 to 1993.
Mr. Alexander C. Kemper, a son of R. Crosby Kemper, has served as President
of the Company since January, 1995, as President of UMB Bank, n.a. since
January 1994 and as President and CEO since January, 1996. He has been an
officer of UMB Bank, n.a. since 1988.
Mr. R. Crosby Kemper has served as Chairman of the Board and Chief Executive
Officer of the Company since 1972. He also has served as Chairman of the Board
and CEO of UMB Bank, n.a. From 1971 through 1995, and as Chairman since
January, 1996.
Mr. R. Crosby Kemper III, a son of R. Crosby Kemper, has served as Vice-
Chairman of the Board of the Company since January 1995 and as President of UMB
Bank of St. Louis, n.a. since November 1993. He served as an officer of UMB
Bank, n.a. from September 1991 until November, 1993. From 1989 to 1991 he was
self employed.
Mr. League has served as Chairman of the Board, President and Chief Executive
Officer of Pioneer Astro Industries, Inc., a manufacturing company, since 1974.
Mr. McKenna has served as Chairman and Chief Executive Officer of Kellwood
Company, a maker of wearing apparel, since 1991. Prior to that he served as
President and CEO from 1984. Mr. McKenna is a director of Genovese Drug Stores,
Inc. and Kellwood Company.
Mr. Mayes has served as Chairman of the Board and President of Carmar Group,
Inc., a warehousing operation, since 1965.
Mr. Mize has served as President and Chief Executive Officer of the Blish-
Mize Company, a wholesale hardware dealer, since 1982.
Mrs. Oliver served as Chairman of Russell State Bank and of Security State
Bank from 1984 to 1994.
Mr. Orscheln has served as President of the Orscheln Group of Companies since
1990. They are engaged primarily in manufacturing, retail and real estate
development.
Mr. Plaster has served as Chairman of the Board of Empire Energy Corporation
since 1994; prior to that he served as Chairman of the Board of Empire Gas
Corporation from 1963 until 1994. Mr. Plaster has also served as Chairman of
the Board and President of Evergreen National Corporation since 1991.
Mr. Rolley has served as Chairman of UMB Highland Park Bank and Trust in
Topeka, Kansas from 1993 until 1994. Prior to that he served as Chairman of
Highland Park Bank and Trust and North Plaza State Bank, both in Topeka,
Kansas, from 1965 and 1972, respectively, until 1993. He has served as Chairman
of the Kansas State Bank of Holton, Kansas since 1976.
Mr. Ruysser has been a partner in J and B Investments since prior to 1989. In
addition, he served as Chairman and Chief Executive Officer of Commercial
National Bank, Kansas City, Kansas, from May 1992 to April 1993. Mr. Ruysser
also served as President and Chief Operating Officer of CNB Financial
Corporation from April 1990 to April 1993, having previously served as an
Executive Vice President from 1989 to 1990.
Mr. Sanders has served as Chairman of the Board and Chief Executive Officer
of MMC Corp, a mechanical contractor, since 1991. He previously served as
Chairman of the Board and President of Midwest Mechanical Contractors, Inc.
from 1985 through 1990.
8
<PAGE>
Mr. Sutherland has served as a Partner of Sutherland Lumber Company since
1941.
Mr. Ward has served as President of Jack Cooper Transportation Company, Inc.
since 1988.
Mr. Webster has served as Chairman of the Board and Chief Executive Officer
of Petrol Properties, Inc. since 1957. He is a director of Adams Resources and
Energy, Inc and Mid-American Century Life Insurance Co.
Dr. Wefald has served as President of Kansas State University since July,
1986.
Mr. Williams has served as Chairman of the Board and Chief Executive Officer
of H.E. Williams, Inc., a manufacturing company, since 1989, having previously
served as President since 1973.
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK OF THE COMPANY
The Board has adopted and determined to submit to the shareholders an
amendment to ARTICLE III of the Articles of Incorporation of the Company
increasing the authorized Common Stock, $1.00 par value, of the Company from
twenty-three million (23,000,000) shares to thirty-three million (33,000,000)
shares (the "Amendment"). If this Amendment is adopted, the Board may authorize
the issuance of such additional shares without further shareholder approval,
unless such action is required by applicable law or the rules of the National
Association of Securities Dealer Automated Quotation National Market System,
upon which the Company's Common Stock is currently quoted, or any exchange on
which the Company's Common Stock may be listed. All newly authorized shares
would have the same rights as presently authorized shares, including voting and
dividend rights. However, the issuance of such additional shares could,
depending upon the price received therefor, dilute shareholders' equity and
unless issued in a pro rata stock distribution will dilute shareholders' voting
rights. If this Amendment is adopted, the Company would have available for
issuance an aggregate of 13,127,251 shares, including treasury shares. Of this
amount, 68,258 shares have been reserved for issuance under the Company's 1981
Incentive Stock Option Plan and 605,000 shares have been reserved for issuance
under the Company's 1992 Incentive Stock Option Plan. The form of the Amendment
is attached as Exhibit A hereto. The Company has a commitment to purchase
256,300 shares in both March and June of 1996. It is currently anticipated that
these shares will be added to treasury stock.
Management believes that the Amendment is in the best interests of the
Company and its shareholders since it will provide additional authorized shares
of Common Stock for acquisitions, stock dividends or splits, employee benefit
plans and other general corporate purposes. The Company is not now involved in
negotiations for the acquisition of other banks, and there are no other
agreements in place for the issuance of additional shares of Common Stock of
the Company. The Company presently has no other plans or arrangements for the
issuance of additional shares of Common Stock, except in connection with
employee benefit plans.
Management has no knowledge of any specific effort to obtain control of the
Company, and has no present intention of using the proposed increase in the
number of authorized shares of Common Stock as an anti-takeover device.
However, the dilutive effect of the issuance of the additionally authorized
shares of Common Stock could make an attempt to effect a change in control of
the Company more difficult.
The affirmative vote of the holders of record of a majority of the
outstanding shares of Common Stock of the Company is required for the adoption
of this proposed amendment of ARTICLE III of the Articles of Incorporation to
increase the number of authorized shares.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSED AMENDMENT.
9
<PAGE>
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who beneficially own more than 10% of the
Company's Common Stock to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and the National Association of
Securities Dealers. Officers, directors and greater-than-10% beneficial owners
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file. Based solely on a review of the copies of such
forms furnished to the Company, and written representations that no Forms 5
were required, the Company believes that during 1995 all Section 16(a) filing
requirements applicable to its officers, directors and greater-than-10%
beneficial owners were complied with; except that Dr. Jon Wefald was late in
filing his Form 4 for transactions that took place in August and September,
1995.
CERTAIN TRANSACTIONS
The directors, officers, nominee directors and companies with which they are
associated were customers of and had banking transactions with the Company's
affiliate banks in the ordinary course of each respective bank's business
during 1995. Such relationships continue to be conducted on substantially the
same terms, including interest rates and collateral, as those prevailing at the
same time for comparable transactions with other persons and do not involve
more than normal risk of collectibility or present other unfavorable terms.
Messrs. R. Crosby Kemper, Alexander C. Kemper, R. Crosby Kemper III and
Wells, who are executive officers and directors of the Company or its
affiliates and certain other members of Mr. R. Crosby Kemper's immediate family
own approximately 75% of the stock of Pioneer Service Corporation. During 1995,
Pioneer Service Corporation leased real estate to the Company and its
subsidiaries under a six year lease expiring December 31, 1996 on terms no less
favorable to the Company than that which could be obtained from non-affiliated
parties. In December 1995, $115,100 was paid as rent for the 1996 annual rental
period.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has appointed an Audit Committee from among its
members. It has also created an Officers Salary and Stock Option Committee.
Membership on this committee is open to members of the Company's Board of
Directors as well as Board members from the Company's subsidiaries. The Board
has not appointed a Nominating Committee.
The Audit Committee, among other functions, reviews the nature and scope of
the audit, reviews the accounting practices and control systems of the Company
and reviews the qualifications and performance of the auditing firm. Present
members of the committee are Thomas E. Beal, Newton A. Campbell, Daniel N.
League, Jr., and John E. Williams.
The Officers Salary and Stock Option Committee is responsible for setting and
administering overall compensation policy and setting compensation levels for
senior officers. Members of the committee during 1995 were Paul D. Bartlett,
Jr., William J. McKenna, Thomas D. Sanders, and Herman R. Sutherland from the
Company's Board of Directors. Mr. John W. Uhlmann is also a member of the
Committee and a member of the Board of UMB Bank, N.A., the Company's largest
subsidiary.
In addition to the regularly scheduled meetings of the Board of Directors, an
Executive Committee appointed by the Board of Directors meets periodically.
This committee takes action on matters in lieu of the
10
<PAGE>
Board of Directors and reports such action taken to the Board at its next
scheduled meeting for ratification. Present members of the committee are R.
Crosby Kemper, Chairman, Peter J. Genovese, Royce M. Hammons, Alexander C.
Kemper, R. Crosby Kemper III, Geoffrey E. Lind, Richard A. Renfro, James A.
Sangster, William C. Tempel and J. Lyle Wells, Jr. Mr. Lind is Chairman,
President and CEO of UMB Bank Colorado; Mr. Hammons is President and CEO of UMB
Bank Oklahoma; Mr. Renfro is President and CEO of UMB National Bank of America;
Mr. Sangster is a Divisional Executive Vice President of UMB Bank, N.A., and
Mr. Tempel is President and CEO of UMB Bank Kansas.
In addition to the four meetings of the Board of Directors, the Executive
Committee held fifteen meetings or took action in lieu of meetings. The Audit
Committee met five times, and the Officers Salary and Stock Option Committee
met twice in 1995. All directors attended at least 75 percent of the meetings
of the Board and committees upon which they served except David R. Bradley, Roy
E. Mayes, W. L. Orscheln.
EXECUTIVE COMPENSATION
I. SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION (AWARDS)
-------------------------------- ------------
SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS(#)(6) COMPENSATION
------------------ ---- -------- ----- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
R. Crosby Kemper 1995 $627,334 -- -- 2,514 $26,745(1)
Chairman and CEO 1994 606,593 -- -- 3,478 23,788
1993 578,974 -- $52,366 3,238 28,224
Peter J. Genovese 1995 $242,488 -- -- 1,650 $10,425(2)
Chairman and CEO 1994 229,562 -- -- 1,100 7,468
UMB Bank of St.
Louis 1993 219,474 -- -- 1,210 11,078
J. Lyle Wells 1995 $189,556 -- -- 1,100 $14,791(3)
Vice Chairman 1994 181,463 -- -- 1,100 11,834
1993 172,910 -- -- 484 13,383
Alexander C. Kem-
per 1995 $184,887 -- -- 2,514 $10,425(4)
President and 1994 132,329 -- -- 1,100 6,748
President and CEO 1993 91,326 -- -- 1,210 4,610
of
UMB Bank, N.A.
James C. Thompson 1995 $147,817 -- -- 220 $10,299(5)
Divisional Execu- 1994 114,611 -- -- 220 6,410
tive
Vice President 1993 98,793 -- -- 242 4,248
UMB Bank, N.A.
</TABLE>
- --------
(1) Includes a split dollar insurance premium of $16,320, which includes $8,060
attributable to term life insurance coverage, and a contribution to the
Company Profit Sharing Plan of $10,425.
(2) Profit Sharing Plan contribution of $10,425.
(3) Includes split dollar insurance premium of $4,366, which includes $1,817
attributable to term life insurance coverage, and a contribution to the
Company Profit Sharing Plan of $10,425.
(4) Profit Sharing Plan contribution of $10,425.
(5) Profit Sharing Plan contribution of $10,299.
(6) All figures adjusted for 10% stock dividends paid January 2, 1996 and July
1, 1994.
11
<PAGE>
II. OPTION GRANTS IN 1995
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS (1) OPTION TERM
-------------------------------------------- --------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES PRICE EXPIRATION
NAME GRANTED IN 1995 (PER SHARE) DATE 5% 10%
---- ---------- ---------- ---------- ---------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
R. Crosby Kemper (2) 2,514 11.1% $43.74 Nov. 2000 $17,611 $51,022
Chairman and CEO
Peter J. Genovese 1,650 7.3% 39.77 Nov. 2005 41,267 104,577
Chairman and CEO
UMB Bank of St. Louis
J. Lyle Wells 1,100 4.9% 39.77 Nov. 2005 27,511 69,718
Vice Chairman
Alexander C. Kemper 2,514 11.1% 39.77 Nov. 2005 62,875 159,337
President and
President and CEO of
UMB Bank, N.A.
James C. Thompson 220 1.0% 39.77 Nov. 2005 5,503 13,944
Divisional Executive
Vice President
UMB Bank, N.A.
All shareholders as a group (3) $497,367,592 $1,260,422,151
</TABLE>
- --------
(1) All information relating to option grants adjusted for 10% stock dividend
paid January 2, 1996.
(2) By virtue of Mr. Kemper's having voting rights over more than 10% of the
Company's common stock there is a 10% premium on his exercise price and his
option period cannot exceed five years from date of grant.
(3) Increase in value of shares presently held by all shareholders assuming 5%
and 10% compound rates of return over the ten year life of options granted
in 1995. Using an exercise price of $39.77 per share, a 5% compound rate of
return (excluding cash dividends) would result in a per share price of
$64.78 after ten years. Assuming a 10% compound rate of return (excluding
cash dividends) the per share price would be $103.15 after ten years.
Except as noted in the footnote, all options are granted for a term of ten
years. The Stock Option Plan provides for delayed vesting according to the
following schedule: two years from grant of option--40%; three years--60%; four
years--80%; and four years and eleven months--100%. All options granted since
1989 give the Company the right to recover benefits derived by the exercise of
an option by an employee within two years of his or her employment by a
competitor. Both of these features are intended to encourage long term
commitments by key officers.
12
<PAGE>
III. AGGREGATED OPTION EXERCISES IN 1995, AND OPTION VALUES AT DECEMBER 31,
1995.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1995 (#) (2) DECEMBER 31, 1995
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R. Crosby
Kemper (1) 4,654 $93,592 6,186 9,946 $ 22,649 $21,643
Chairman
and CEO
Peter J.
Genovese 1,101 27,134 17,641 4,430 239,988 16,268
Chairman
and CEO of
UMB Bank
of St.
Louis
J. Lyle
Wells 1,101 13,647 3,277 2,491 49,403 8,433
Vice
Chairman
Alexander
C. Kemper -- -- 2,544 4,641 27,199 12,164
President
and Presi-
dent and
CEO of UMB
Bank, N.A.
James C.
Thompson -- -- 241 683 1,098 2,524
Divisional
Executive
Vice Pres-
ident
UMB Bank,
N.A.
</TABLE>
- --------
(1) By virtue of Mr. Kemper's having voting rights over more than 10% of the
Company's common stock there is a 10% premium on his exercise price and his
option period cannot exceed five years from date of grant.
(2) Number of underlying securities adjusted to reflect two 10% stock dividends
paid July 1, 1994 and January 2, 1996, respectively.
IV. BENEFITS UNDER THE UMB FINANCIAL CORPORATION RETIREMENT PLAN.
The following table shows examples of pension benefits based on different
periods of service and rate of pay. The following benefits are based on the
salary figures shown on the Summary Compensation Table.
<TABLE>
<CAPTION>
UMB RETIREMENT PLAN
ESTIMATED ANNUAL NORMAL RETIREMENT
BENEFITS
CREDITED SERVICE AT NORMAL RETIREMENT
DATE
---------------------------------------
FINAL AVERAGE ANNUAL SALARY 15 20 25 30 35
AS OF 1/1/96 YEARS YEARS YEARS YEARS YEARS
--------------------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$125,000........................ $24,555 $32,740 $40,925 $49,110 $57,295
150,000........................ 29,993 39,990 49,988 59,985 69,983
175,000........................ 31,740 42,409 53,078 63,748 74,417
200,000........................ 36,014 48,327 60,641 72,954 85,268
225,000........................ 40,288 54,246 68,203 82,161 96,118
250,000........................ 44,563 60,164 75,765 91,367 106,968
300,000........................ 46,275 62,535 78,795 95,054 111,314
400,000........................ 46,275 62,535 78,795 95,054 111,314
450,000........................ 46,275 62,535 78,795 95,054 111,314
500,000........................ 46,275 62,535 78,795 95,054 111,314
550,000........................ 46,275 62,535 78,795 95,054 111,314
600,000........................ 46,275 62,535 78,795 95,054 111,314
650,000........................ 46,275 62,535 78,795 95,054 111,314
</TABLE>
13
<PAGE>
Benefit Formula:
The sum of:
a. 0.8% of the Participant's Average Monthly Earnings up to Social
Security Covered Compensation; and
b. 1.45% of the Participant's Average Monthly Earnings in excess of
Social Security Covered Compensation.
Such sum multiplied by Credited Service up to 35 years, plus 1.45% of the
Participant's Average Monthly Earnings multiplied by Credited Service in
excess of 35 years.
Average Monthly Earnings is defined as the average of Monthly Earnings during
any 120 months of continuous employment that yields the highest average.
The maximum benefit payable from a qualified retirement plan to someone
retiring at age 65 in 1996 is limited to $120,000 per Internal Revenue Code
Section 415. Final Average Salary is limited to $150,000 per Internal Revenue
Code Section 401(a)(17).
Assumptions used in the benefit calculations:
1. Employee was born in 1931
2. Social Security Covered Compensation for an individual age 65 in 1996
is $27,000.
Credited Services as of January 1, 1996 for the following five employees is
given below:
<TABLE>
<CAPTION>
CREDITED SERVICE AT
NAME JANUARY 1, 1996
---- -------------------
<S> <C>
R. Crosby Kemper..................................... 43
Peter J. Genovese.................................... 24
J. Lyle Wells........................................ 13
Alexander C. Kemper.................................. 8
James C. Thompson.................................... 19
</TABLE>
The table above presents annual retirement benefits payable as a single life
annuity under this plan.
REPORT OF THE OFFICERS SALARY AND STOCK OPTION COMMITTEE ON
EXECUTIVE COMPENSATION
The Officers Salary and Stock Option Committee of the Board of Directors (the
"Committee") is composed of five Directors who are not employees. Subject only
to oversight by the full Board, the Committee has final responsibility for
setting and administering overall compensation policy and levels of
compensation for senior officers including the Chief Executive Officer. Members
of the Committee are individuals with significant holdings of Company stock who
can more particularly bring a shareholder's perspective to the Committee's
deliberations.
Throughout its existence the Company has maintained a simple, straightforward
compensation program. The components of total compensation for nearly every
officer of the Company are base salary and benefits which are otherwise
provided to all employees regardless of position. However, the Committee has
the
14
<PAGE>
discretion to award bonuses, stock options and other benefits including company
owned automobiles and split dollar insurance. The timing and amounts of such
awards are determined on a subjective basis. Subject to limitations on his
stock options as discussed below, Mr. R. Crosby Kemper's compensation is
determined in the same way as all other officers for which the Committee has
discretion.
The Company's policy is to pay base salaries which are competitive with other
financial service providers in communities served by the Company. The list of
financial service providers used for this comparison are not the same as those
included in the Performance Graph that follows. That index includes all the
companies included in the NASDAQ Bank Index while the companies included in the
compensation surveys are more limited. Salary comparisons are made (i) to those
paid by competitors in the immediate trade area of each banking affiliate
except UMB Bank, n.a., (ii) a group of five banks of comparable size in Kansas
and Missouri and a cluster of fifteen north central banks with assets ranging
between $2.0 and $5.9 billion for UMB Bank, n.a., and (iii) a cluster of sixty-
one nationwide financial institutions with assets ranging from $6 to $19.9
billion for UMB Financial Corporation. Salary levels set by the Committee for
1996 generally correspond to the salary ranges included in the salary surveys
referred to above. While primary emphasis is placed on matching competitive
salary levels disclosed by the appropriate survey, consideration is also given
to the package of benefits available to all employees compared to those offered
by competitors. Salary levels are considered annually and are based on current
salary and individual performance during the previous calendar year. There is
no direct link between corporate performance and the amount of salary, bonus or
any other component of Executive Compensation.
The Company has a policy of providing some incentive to its officers tied to
the market performance of the Company's stock. Since 1981 the Company has
maintained an Incentive Stock Option Program in which a limited number of stock
options are granted annually to officers of the Company whose contributions to
the Company merit such recognition. Those options allow the officer to purchase
the option shares for ten years at a price equal to market value at the time
the option is granted. Since he has the power to vote more than 10% of the
outstanding stock of the Company, Mr. R. Crosby Kemper's options are for only
five years and his option price is 110% of market value. The Stock Option Plan
provides for delayed vesting according to the following schedule: two years
from grant of option--40%; three years--60%; four years--80%; and four years
and eleven months--100%. All options granted since 1989 give the Company the
right to recover benefits derived by the exercise of an option by an employee
within two years of his or her employment by a competitor. Both of these
features are intended to encourage long term commitments by key officers.
Historically, however, the level of options granted by the Company under the
Option Plans has been modest. As shown on Tables I and II above, the projected
benefits received by officers under this plan are relatively low when compared
with their salaries and will be matched by benefits realized by all
shareholders. They are also relatively low when compared with other companies.
The Company has no other long-term incentive plan awards, no employment
contracts and no change-in-control or "golden parachute" arrangements.
The Internal Revenue Code was amended effective in 1994 to add Section
162(m), which limits the deduction for federal income tax purposes by publicly
held corporations of compensation in excess of $1 million dollars paid to the
executive officers listed in the summary compensation table in the
corporation's proxy statement unless such compensation is performance based as
defined in Section 162(m).
Although the total compensation paid by the Company to any of the executives
named in the Company's summary compensation table is now less than $1 million,
the Compensation Committee and the Board have
15
<PAGE>
been and will continue to be counseled on the limitations imposed by Section
162(m), and the Compensation Committee will consider the limitations imposed by
Section 162(m) in structuring future compensation for the Company's executives.
The Committee cannot make any assurances, however, that it will not authorize
the payment of non-deductible compensation. As stated above, the Compensation
Committee structures compensation for its executives to be competitive with
other financial service providers in the communities served by the Company. The
Committee will work to maintain competitive compensation, to the extent
feasible, with compensation that is fully deductible. Nonetheless, the
limitation on deductibility will have to be weighed against the interests of
the Company in attracting and retaining high quality executives.
MEMBERS OF THE COMMITTEE
Paul D. Bartlett, Jr., William J. McKenna,
Thomas D. Sanders, Herman R. Sutherland and John W. Uhlmann.
DIRECTOR COMPENSATION
Directors of the Company who are not employed by the Company or its
subsidiaries are paid Directors' fees of $500 for each Board meeting they
attend. Attendance fees of $500 are paid to members of the Audit Committee.
Officers Salary and Stock Option Committee members receive an attendance fee of
$300.
SALARY COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Officers Salary and Stock Option Committee members are
identified in the Section entitled Committees and Meetings of the Board of
Directors.
Members of the Committee and companies with which they are associated were
customers of and had banking transactions with the Company's affiliate banks in
the ordinary course of each respective bank's business during 1995. Such
relationships continue to be conducted on substantially the same terms,
including interest rates and collateral, as those prevailing at the same time
for comparable transactions with other persons and do not involve more than
normal risk of collectibility or present other unfavorable terms. No officers
or former officers served as members of the Salary and Stock Option Committee.
16
<PAGE>
PERFORMANCE GRAPH
The graph below summarizes the cumulative return experienced by the Company's
shareholders over the years 1991 through 1995, compared to the S&P 500 Stock
Index and the NASDAQ Bank Index. In all cases the return assumes a reinvestment
of dividends.
UMB FINANCIAL CORPORATION STOCK
VS VARIOUS STOCK INDICES
LOGO
17
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche LLP as independent
public accountants to perform the 1996 audit, which includes: 1) the
examination of annual financial statements; 2) review of unaudited quarterly
financial information; 3) assistance and consultation in connection with
filings with the Securities and Exchange Commission; and 4) consultation on
various audit-related accounting matters. Deloitte & Touche has served as the
Company's auditors continuously since 1982.
A representative of Deloitte & Touche LLP is expected to be present at the
Annual Meeting and will have an opportunity to make a statement if he so
desires and will be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by the Company by November 15, 1996,
to be considered for inclusion in the proxy materials of the Company for the
1997 Annual Meeting. The Company requests that such shareholder proposals be
sent by certified mail--return receipt requested.
OTHER MATTERS
The Board of Directors knows of no matters expected to be presented for
consideration at the Annual Meeting that are not described herein. However, if
other matters properly come before the meeting, persons named in the
accompanying form of proxy will vote thereon in accordance with their best
judgment.
By Order of the Board of Directors
David D. Miller
Secretary
March 12, 1996
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, AS FILED WITH THE
SECURITIES EXCHANGE COMMISSION, WILL BE FURNISHED WITHOUT CHARGE UPON WRITTEN
REQUEST DIRECTED TO: SECRETARY, UMB FINANCIAL CORPORATION, 1010 GRAND AVENUE,
KANSAS CITY, MISSOURI 64106.
18
<PAGE>
EXHIBIT A
ARTICLE III
The aggregate number of shares which the corporation shall have the authority
to issue is thirty-four million (34,000,000). Thirty-three million (33,000,000)
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 one cent ($0.01) 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 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
<PAGE>
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
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<PAGE>
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.
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PROXY
UMB FINANCIAL CORPORATION
P.O. Box 419226, Kansas City, MO 64141-6226
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON APRIL 16, 1996
The undersigned hereby appoints R. Crosby Kemper and Alexander C. Kemper, or
either of them, with full power of substitution as proxies, to vote all shares
of Common Stock of UMB Financial Corporation, which the undersigned is entitled
to vote at the Annual Meeting of Shareholders to be held April 16, 1996, and any
adjournments thereof.
1. ELECTION OF ONE CLASS I DIRECTOR -- Thomas A. Ward, III
[_] FOR above nominee [_] WITHHOLD AUTHORITY on above nominee
2. ELECTION OF DIRECTORS IN CLASS II
(To withhold authority to vote for any individual nominee, strike a line
through the nominee's name. In such event, unless you request otherwise,
your votes will then be cumulated and voted for the other nominees.)
[_] FOR all nominees in Class II [_] WITHHOLD AUTHORITY
(except as otherwise indicated) on all nominees below
Thomas E. Beal; R. Crosby Kemper; Roy E. Mayes; William J. McKenna;
William L. Orscheln; Robert W. Plaster; Joseph F. Ruysser;
E. Jack Webster, Jr.; John E. Williams
3. PROPOSAL TO APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY
[_] FOR [_] AGAINST [_] ABSTAIN
(TO BE SIGNED ON OTHER SIDE)
<PAGE>
Management knows of no other matters to be brought before the Annual Meeting;
however, the persons named as proxy holders or their substitutes will vote in
accordance with their best judgment if any other matters are properly brought
before the Annual Meeting. This proxy, when properly executed, will be voted in
the manner directed herein by the undersigned shareholder or absent instruction
will be voted FOR Proposals 1, 2 and 3. Unless authority to vote for any
director nominee is withheld, authority to vote for such nominee will be deemed
granted.
_________________________________________
PLEASE Signature
SIGN
HERE _________________________________________
Signature
Please sign exactly as name appears. If shares are
held jointly, any one of the joint owners may sign.
Attorneys-in-fact, executors, administrators,
trustees, guardians or corporation officers should
indicate the capacity in which they are signing.
PLEASE SIGN, DATE, AND MAIL THIS PROXY PROMPTLY
whether or not you expect to attend the meeting.
DATE __________________________________________, 1996
