SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Mark One)
[X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1997.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ____ to ____
Commission file number 000-04887
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive office:
UMB FINANCIAL CORPORATION
1010 GRAND BOULEVARD
KANSAS CITY, MO 64106
REQUIRED INFORMATION
The following financial statements have been prepared in accordance with the
financial reporting requirements of the Employee Retirement Income Security Act
of 1974, as amended:
1. Audited Statements of Net Assets Available for Benefits, December 31, 1997
and 1996.
2. Audited Statements of Changes in Net Assets Available for Benefits for the
years ended December 31, 1997, 1996 and 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized on this 15th day of October, 1998.
UMB PROFIT SHARING AND 401(K) SAVINGS PLAN
/s/James W. Rawlings
By: James W. Rawlings
Title: Chairman of the Administrative
Committee of the Plan
- -------------------------------------------------------------------------------
UMB Profit Sharing and 401(k) Savings Plan
Financial Statements as of December 31, 1997
and 1996, and for Each of the Three Years in
the Period Ended December 31, 1997, and Independent Auditors' Report
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
TABLE OF CONTENTS
- ------------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 AND 1996, AND FOR EACH OF THE THREE
YEARS IN THE PERIOD ENDED DECEMBER 31, 1997:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-10
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE
YEAR ENDED DECEMBER 31, 1997:
Item 27a - Schedule of Assets Held for Investment Purposes 11
Item 27d - Schedule of Reportable Transactions 12
Note: Certain supplemental schedules required by the rules and regulations of
the Department of Labor are omitted because of the absence of conditions under
which they are required.
<PAGE>
INDEPENDENT AUDITORS' REPORT
Administrative Committee
UMB Profit Sharing and 401(k) Savings Plan
Kansas City, Missouri
We have audited the accompanying statements of net assets available for benefits
of UMB Profit Sharing and 401(k) Savings Plan (the "Plan") as of December 31,
1997 and 1996, and the related statements of changes in net assets available for
benefits for each of the three years in the period ended December 31, 1997.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996, and the change in net assets available for benefits
for the three years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit of
the basic 1997 financial statements and, in our opinion, are fairly stated in
all material respects when considered in relation to the basic financial
statements taken as a whole.
July 2, 1998
<PAGE>
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
ASSETS:
Investments, at fair value:
<S> <C> <C>
Equity in common collective trust funds ...... $53,855,299 $50,185,085
Equity in mutual funds ....................... 15,195,820 9,172,342
Participant loans (outstanding principal
approximates fair value) ................... 2,278,258 2,148,446
Other assets ................................. 100,000 100,000
Total investments ..................... 71,429,377 61,605,873
Receivables:
Employer contributions ....................... 447,933 266,234
Interest ..................................... 11,375 11,977
Total receivables ..................... 459,308 278,211
Total assets .......................... 71,888,685 61,884,084
LIABILITIES -
Refundable excess contributions ................ 36,325 95,733
NET ASSETS AVAILABLE FOR BENEFITS ................ $71,852,360 $61,788,351
</TABLE>
See notes to financial statements.
<PAGE>
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
ADDITIONS:
Investment income:
<S> <C> <C> <C>
Net appreciation in fair value of investment in
common collective trust funds ................. $ 8,290,892 $ 4,360,555 $ 7,700,678
Net appreciation in fair value of investments in
mutual funds .................................. 1,360,218 721,976 625,716
Net depreciation in estimated fair value of other
assets ........................................ (45,000)
Interest and dividends .......................... 874,800 640,290 551,392
10,525,910 5,722,821 8,832,786
Contributions:
Employer ........................................ 447,933 266,234 145,429
Employees' ...................................... 5,018,501 4,149,102 3,644,851
5,466,434 4,415,336 3,790,280
Transfers from The ESOP of UMB .................... 33,334 46,189 76,430
Total additions .......................... 16,025,678 10,184,346 12,699,496
DEDUCTIONS:
Benefit payments .................................. 5,959,679 5,608,539 6,167,605
Other expenses .................................... 1,990 2,481 15,580
Total deductions ......................... 5,961,669 5,611,020 6,183,185
NET ADDITIONS ....................................... 10,064,009 4,573,326 6,516,311
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR ................................. 61,788,351 57,215,025 50,698,714
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR ....................................... $ 71,852,360 $ 61,788,351 $ 57,215,025
</TABLE>
See notes to financial statements.
<PAGE>
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The accompanying financial statements are presented on
the accrual basis of accounting.
Investments - Investments are stated at aggregate fair value. The fair value of
the investments owned by the UMB Profit Sharing and 401(k) Savings Plan (the
"Plan") in the common collective trusts is based on quoted redemption values on
the last business day of the Plan year. Investments in mutual funds are valued
at the last reported bid price on the last business day of the Plan year. For
participant loans which do not have an established fair value, management
estimates that the outstanding principal amount of the participant loans
approximates fair value. Investments in other assets are valued at contract
value or estimated fair value.
The change in the difference between fair value at the end of the year and
beginning fair value or, for those investments purchased during the year, the
cost of investments, is reflected in the statements of changes in net assets
available for benefits as net appreciation in fair value of investments.
Substantially all of the Plan assets are in funds offered by UMB Bank, n.a., the
plan administrator. The credit worthiness of those funds is monitored
periodically by Plan management.
Costs and Expenses - All costs and expenses incurred with regard to the
purchase, sale or transfer of investments and other assets in connection with
the operations of the Plan are borne by the Plan. Administrative expenses are
paid by the sponsoring employer. During 1997, 1996 and 1995, the Plan incurred
$1,990, $2,481 and $15,580, respectively, of other expenses related to property
taxes and insurance paid for an investment in real estate and other
administrative expenses, respectively.
Benefits Payable - As of December 31, 1997 and 1996, net assets available for
benefits included benefits that were approved but not yet processed of $196,126
and $469,285, respectively, due to participants who have withdrawn from
participation in the Plan.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of additions and deductions during the
reporting period. Actual results could differ from those estimates.
<PAGE>
2. PLAN DESCRIPTION
The following is a brief description of the Plan; however, the Summary Plan
Description should be referred to for a more detailed description.
The Plan is a defined contribution plan covering substantially all employees and
provides for retirement, disability and death benefits. The employers (UMB
Financial Corporation and affiliates) have agreed to voluntarily contribute an
amount equal to the lesser of 8% of consolidated net income or the maximum
amount which could be contributed without reducing consolidated net income below
8% of shareholders' equity. Employer contributions as computed above (profit
sharing contributions) are divided between the UMB Profit Sharing and 401(k)
Savings Plan and The ESOP of UMB, at the discretion of the Board of Directors of
UMB Financial Corporation. All such employer profit sharing contributions were
allocated to The ESOP of UMB in 1997, 1996 and 1995.
Although they have not expressed any intention to do so, the Board of Directors
of UMB Financial Corporation, (the "Plan Sponsor"), has the right under the Plan
to increase or decrease the amount calculated by the above formula and the right
to terminate the Plan at any time. In the event of termination, the Plan
provides that its net assets be used to pay all expenses and benefits due and to
distribute the remaining assets among the Plan participants based upon the
individual percentage of fund dollars to the total fund dollars.
The Plan provides that employees with one full year of continuous service become
eligible to participate in the Plan. Participants are fully vested after five
years of completed service. Employer contributions and forfeitures are allocated
annually to participants based on compensation, subject to certain limits.
Under the Plan, participants can elect to make contributions on a pre-tax basis,
equal to not less than 1% or more than 10% of their compensation. Employees that
are regularly scheduled to perform twenty or more hours of service for the
employer are eligible to make contributions. Elective deferral contributions are
fully vested and nonforfeitable. Beginning in 1995, the Plan allows for matching
contributions by the employer to be determined from year to year by the Board of
Directors of UMB Financial Corporation at its discretion. Employer matching
401(k) contributions of $447,933, $266,234 and $145,429, respectively, were made
to the Plan in 1997, 1996 and 1995.
A participant may withdraw all or a portion of voluntary contributions subject
to Administrative Committee approval. Employees are not allowed to withdraw any
portion of the employer contributions. Participants are also able to transfer
their account balances from The ESOP of UMB to the Plan if the participant is
between the ages of 55 and 59.
The Plan provides for interest-bearing, secured loans to be made to participants
not to exceed the greater of 50% of the participant's portion of their
accumulated benefit or $50,000, reduced by the excess, if any, of the highest
outstanding balance of loans to the participant during the one-year period
ending on the day before the date on which the loan is made over the outstanding
balance of loans of the participant from the Plan on the date which such loan is
made. Additionally, all loans are made for a period of less than five years
unless proceeds of such loan are exclusively used for the acquisition of a
dwelling unit to be used as the principal residence of the participant. Interest
rates are fixed at one percent above the prime rate for commercial loans at the
date of issue.
<PAGE>
3. FUND INVESTMENT
The Plan has been designed to permit each participant to choose the type of
investment which best satisfies the participant's requirements among the six
available funds as follows:
The prospectus for Fund A states that its assets are intended to be invested in
a diversified portfolio of approximately 50% equity investments and
approximately 50% debt securities (including participant loans).
The prospectus for Fund B states that its assets are intended to be invested
entirely in short-term debt securities.
The prospectus for Fund C states that its assets are intended to be invested
entirely in a diversified portfolio of equity securities and real estate.
The prospectus for Fund D states that its assets are intended to be invested in
long-term fixed income securities.
The prospectus for Fund E states that its assets are intended to be invested in
a diversified portfolio of equity investments in small capitalization companies.
The prospectus for Fund F states that its assets are intended to be invested in
a diversified portfolio of equity investments in large capitalization companies.
Additionally, each fund contains money market funds to facilitate the transfer
of assets. Plan participants may direct that their interests in the Plan be
invested in any of the six designated investment funds, except that no more than
25% of a participants' account may be allocated to Fund E or Fund F.
Additionally, participants are allowed to change their designated investment
fund or funds throughout the year as they desire.
<PAGE>
Net additions (deductions) to net assets available for benefits for the year
ended December 31, 1997, 1996 and 1995 by fund are as follows:
<TABLE>
<CAPTION>
Non-Participant
Participant-Directed Directed
Fund
A B C D E F Administrative Total
December 31, 1997:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income $ 2,932,082 $ 239,283 $ 4,898,337 $ 345,109 $1,037,859 $1,071,219 $ 2,021 $10,525,910
Employer contributions 76,560 17,766 173,425 19,940 60,082 100,160 447,933
Employee contributions 1,400,393 340,362 1,965,778 239,225 462,462 611,679 (1,398) 5,018,501
Benefit payments (5,959,679) (5,959,679)
Other expenses (1,990) (1,990)
Interfund transfers, net (4,207,368) (896,646) (2,826,421) (852,383) 513,303 2,268,424 6,001,091
Transfers from The ESOP
of UMB 17,119 6,486 6,486 3,243 33,334
---------- --------- ---------- --------- --------- --------- ------ ----------
Net additions (deductions)
to net assets available
for plan benefit 218,786 (292,749) 4,215,615 (244,866) 2,073,706 4,051,482 42,035 10,064,009
Net assets available
for plan benefits,
beginning of year 20,613,045 4,259,657 23,359,995 4,286,048 4,253,724 4,969,916 45,966 61,788,351
---------- --------- ---------- --------- --------- --------- ------ ----------
Net assets available
for plan benefits,
end of year $20,831,831 $3,966,908 $27,575,610 $4,041,182 $6,327,430 $9,021,398 $ 88,001 $71,852,360
=========== ========== =========== ========== ========== ========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Non-Participant
Participant-Directed Directed
Fund
A B C D E F Administrative Total
December 31, 1996:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income $ 1,647,946 $ 221,945 $ 2,531,816 $ 148,065 $ 448,443 $ 722,209 $ 2,397 $ 5,722,821
Employer contributions 69,230 15,441 177,520 18,271 51,766 54,811 387,039
Employee contributions 1,090,519 294,469 1,697,933 207,581 346,535 391,260 4,028,297
Benefit payments (5,608,539) (5,608,539)
Other expenses (2,481) (2,481)
Interfund transfers, net (3,020,772) (812,056) (1,222,781) (732,885) 89,684 69,169 5,629,641
Transfers from The ESOP
of UMB 21,664 9,810 9,810 4,905 46,189
---------- --------- ---------- --------- --------- --------- --------- ----------
Net additions (deductions)
to net assets available
for plan benefits (191,413) (270,391) 3,194,298 (354,063) 936,428 1,237,449 21,018 4,573,326
Net assets available
for plan benefits,
beginning of year 20,804,458 4,530,048 20,165,697 4,640,111 3,317,296 3,732,467 24,948 57,215,025
---------- --------- ---------- --------- --------- --------- ------ ----------
Net assets available
for plan benefits,
end of year $20,613,045 $ 4,259,657 $ 23,359,995 $ 4,286,048 $ 4,253,724 $ 4,969,916 $ 45,966 $ 61,788,351
=========== =========== ============ =========== =========== =========== ======== ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Non-Participant
Participant-Directed Directed
Fund
A B C D E F Administrative Total
December 31, 1995:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income $ 3,289,754 $ 277,213 $ 3,571,944 $ 696,194 $ 526,033 $ 470,716 $ 932 $ 8,832,786
Employer contributions 31,032 9,139 66,814 6,425 13,996 18,023 145,429
Employee contributions 1,076,709 288,542 1,449,059 217,570 278,064 334,907 3,644,851
Benefit payments (6,167,605) (6,167,605)
Other expenses (8,293) (7,287) (15,580)
Interfund transfers, net (2,972,889) (781,709) (1,666,647) (763,352) (34,027) 73,692 6,144,932
Transfers from The ESOP
of UMB 55,227 2,068 10,457 2,068 3,914 2,696 76,430
---------- --------- ---------- --------- --------- --------- ------ ----------
Net additions (deductions)
to net assets available
for plan benefits 1,479,833 (204,747) 3,423,334 158,905 787,980 900,034 (29,028) 6,516,311
Net assets available
for plan benefits,
beginning of year 19,324,625 4,734,795 16,742,363 4,481,206 2,529,316 2,832,433 53,976 50,698,714
---------- --------- ---------- --------- --------- --------- ------ ----------
Net assets available
for plan benefits,
end of year $ 20,804,458 $4,530,048 $ 20,165,697 $4,640,111 $3,317,296 $3,732,467 $ 24,948 $ 57,215,025
============ ========== ============ ========== ========== ========== ======== ============
</TABLE>
<PAGE>
4. INVESTMENTS
The Plan's investments are held by UMB Bank, n.a.. Investments that represent 5%
or more of the Plan's net assets are separately identified.
<TABLE>
<CAPTION>
1997
---------------------------------------
Number Fair
of Units Cost Value
<S> <C> <C> <C>
Investments in common collective trust funds
and mutual funds administered by UMB Bank, n.a.,
at fair value as determined by quoted market
price:
Debt Fund ................................... 177,168 $ 7,020,451 $11,909,528
Equity Fund ................................. 404,795 15,012,740 37,576,688
Income Fund ................................. 73,554 2,807,943 3,929,264
Scout Regional Fund ......................... 527,056 5,367,079 6,266,693
Scout World Wide Fund ....................... 557,374 7,204,994 8,929,127
1996
-----------
Number Fair
of Units Cost Value
Debt Fund .................................. 195,743 $ 7,715,998 $12,108,895
Equity Fund ................................ 436,638 16,302,635 33,283,992
Income Fund ................................ 83,911 3,112,133 4,241,513
Scout Regional Fund ........................ 405,465 3,869,410 4,229,005
Scout World Wide Fund ...................... 354,615 3,861,128 4,943,337
</TABLE>
5. INCOME TAX STATUS
The Plan has obtained a determination letter, dated September 21, 1995, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination letter. The plan
administrator believes that the Plan is being operated in compliance with the
applicable requirements of the Internal Revenue Code and that, therefore, the
Plan continues to qualify under Section 401(a) of the Code as of December 31,
1997.
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
December 31,
1997 1996
Net assets available for benefits
per the financial statements $71,852,360 $61,788,351
Amounts allocated to withdrawing
participants (196,126) (469,285)
----------- -----------
Net assets availiable for benefits
per the Form 5500 $71,656,234 $61,319,066
============ ===========
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended
December 31, 1997
Benefits paid to participants
per the financial statements $5,959,679
Add: Amounts allocated to withdrawing
participants at December 31, 1997 196,126
Less: Amounts allocated to withdrawing
participants at December 31, 1996 (469,285)
-------------
Benefits paid to participants
per the Form 5500 $5,686,520
=============
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, but not yet paid as of that date.
7. SUBSEQUENT EVENT
During the summer of 1998, a significant decline occurred in
global capital markets, including the United States equity market. This decline
could have an impact on the fair value of the Plan's investment subsequent to
December 31, 1997.
******
<PAGE>
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Description
Issuer of Investment Cost Fair Value
Equity in common collective trust
funds and mutual funds (administered
by UMB Bank, n.a.):
<S> <C> <C> <C>
* Debt Fund 177,168 units $ 7,020,451 $ 11,909,528
* Equity Fund 404,795 units 15,712,040 37,576,688
* Income Fund 73,554 units 2,807,943 3,929,264
* Scout Regional Fund 527,056 units 5,367,079 6,266,693
* Scout World Wide Fund 557,374 units 7,204,994 8,929,127
* Money Market Fund 439,819 units 439,819 439,819
38,552,326 69,051,119
* Participant loans 2,278,258 2,278,258
Investment in real estate 100,000 100,000
$40,930,584 $ 71,429,377
</TABLE>
* Represents "party-in-interest"
Note: Participant loans are due at various maturity dates ranging from one to
five years and contain interest rates ranging from 6% to 8.5%.
<PAGE>
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f) (g)
Current Value
Identity of Asset on Net
of Party Description Purchase Selling Cost of Transaction Gain or
Involved of Asset Price Price Asset Date (Loss)
Series Transactions
<S> <S> <C> <C> <C> <C> <C>
UMB Bank, n.a. Money Market Fund
307 purchases $ 11,176,073 $ 11,176,073 $ 11,176,073
UMB Bank, n.a. Money Market Fund
275 sales $ 11,344,996 11,344,996 11,344,996
Single Transactions
None
</TABLE>
Note: All transactions are in funds administered by UMB Bank, n.a., a
party-in-interest.
