SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
UMB FINANCIAL CORPORATION
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
902 788 108
(CUSIP Number)
* This statement constitutes Amendment No. 4 to the Schedule 13G, as
last amended February 13, 1997, previously filed by UMB Bank, n.a.
(formerly United Missouri Bank, n.a.) ("UMB"), UMB's parent, UMB
Financial Corporation (formerly United Missouri Bancshares, Inc.) the
UMB Financial Corporation Employee Stock Ownership Plan (the
"UMBFC ESOP"), with respect to the common stock, par value $1.00 per
share (the "Common Stock"), of UMB Financial Corporation, a Missouri
corporation (the "Issuer").
Page 1 of 12 Pages
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CUSIP NO. 902 788 108 SCHEDULE 13G Page 2 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
UMB BANK, n.a. ("UMB")
2. Check the Appropriate box if a member of a group (a) [ ]
(b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization: United States
Number of Shares Beneficially owned by UMB With:
5. Sole Voting Power: 122,433. UMB disclaims beneficial ownership
of these shares.
6. Shared Voting Power: 1,169,770. UMB disclaims beneficial
ownership of these shares.
7. Sole Dispositive Power: 122,433. UMB disclaims beneficial
ownership of these shares.
8. Shared Dispositive Power: 3,146,048. UMB disclaims beneficial
ownership of these shares.
9. Aggregate Amount Beneficially Owned by UMB: 3,268,481.
Beneficial ownership is disclaimed as to all of these shares.
10. Check Box if the Aggregate Amount in Row (9) excludes Certain
Shares: [x] Such amount excludes 2,633,907 shares of the Issuer's
Common Stock held by UMB in agency accounts that may be voted
only upon instructions from the beneficial owners or held by UMB in
trusts and estates and may be voted only upon the instructions of
persons having voting control.
11. Percent of Class Represented by Amount in Row 9: 15.7%
12. Type of Reporting Person: BK
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CUSIP NO. 902 788 108 SCHEDULE 13G Page 3 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
UMB FINANCIAL CORPORATION ("UMBFC")
2. Check the Appropriate box if a member of a group (a) [ ]
(b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization: Missouri
Number of Shares Beneficially owned by UMBFC With:
5. Sole Voting Power: -0-
6. Shared Voting Power: -0-
7. Sole Dispositive Power: -0-
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by UMBFC: -0-
10. Check Box if the Aggregate Amount in Row (9) excludes Certain
Shares: [x] Such amount excludes 5,902,388 shares of the Issuer's
Common Stock held by a subsidiary in various capacities as to which
UMBFC has no voting or dispositive power.
11. Percent of Class Represented by Amount in Row 9: -0-
12. Type of Reporting Person: HC
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CUSIP NO. 902 788 108 SCHEDULE 13G Page 4 of 12 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
UMB FINANCIAL CORPORATION EMPLOYEE STOCK
OWNERSHIP PLAN ("UMBFC ESOP")
2. Check the Appropriate box if a member of a group (a) [ ]
(b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization: Missouri
Number of Shares Beneficially owned by UMBFC ESOP With:
5. Sole Voting Power: -0-
6. Shared Voting Power: 1,976,278. Beneficial ownership is disclaimed
as to all of these shares held on behalf of the UMBFC ESOP
participants.
7. Sole Dispositive Power: 1,976,278. Beneficial ownership is disclaimed
as to all of these shares held on behalf of the UMBFC ESOP
participants.
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by UMBFC ESOP: 1,976,278.
Beneficial ownership is disclaimed as to all of these shares held on behalf
of the UMBFC ESOP participants.
10. Check Box if the Aggregate Amount in Row (9) excludes Certain
Shares: [ ]
11. Percent of Class Represented by Amount in Row 9: 9.5%
12. Type of Reporting Person: EP
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CUSIP NO. 902 788 108 Page 5 of 12 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Item 1(a) Name of Issuer:
UMB Financial Corporation, a Missouri corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
1010 Grand Boulevard, Kansas City, Missouri 64106
Item 2(a) Names of Persons Filing:
(i) UMB Bank, n.a. ("UMB")
(ii) UMB Financial Corporation ("UMBFC")
(iii) UMB Financial Corporation Employee Stock Ownership Plan
("UMBFC ESOP")
Item 2(b) Address of Principal Business or, if none,
Residence:
Both UMB and UMBFC maintain their principal executive offices
at, and the address for the UMBFC ESOP is, 1010 Grand Boulevard,
Kansas City, Missouri 64106
Item 2(c) Citizenship:
UMBFC is a corporation organized under the laws of the State of
Missouri, UMB is a national banking association chartered by the
United States and the UMBFC ESOP is a trust organized in the
State of Missouri.
Item 2(d) Title of Class of Securities: common stock, par value $1.00 per
share (the "Common Stock").
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CUSIP NO. 902 788 108 SCHEDULE 13G Page 6 of 12 Pages
Item 2(e) CUSIP Number: 902 788 108
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or Dealer under Section 15 of the Act
(b) [X] Bank as defined in section 3(a)(6) of the Act (UMB)
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ X ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(UMBFC ESOP)
(g) [ X ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7) (UMBFC)
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
The UMBFC ESOP may be deemed to beneficially own in excess of
5% of the Issuer's Common Stock and is filing this statement as a result
thereof. As trustee of the UMBFC ESOP, UMB may have certain
dispositive powers over such shares and is filing this schedule as a
result of having such powers. UMBFC owns 100 percent of the
outstanding stock of UMB and is filing this statement solely as a result of
such stock ownership.
Item 4. Ownership.
The UMBFC ESOP may be deemed to beneficially own certain shares
of the Issuer's Common Stock held by the UMBFC ESOP. The UMBFC
ESOP participants exercise voting powers over the shares of the Issuer's
Common Stock held in the UMBFC ESOP allocated to their accounts as
they have the right to direct the voting of such shares. To the extent that
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CUSIP NO. 902 788 108 SCHEDULE 13G Page 7 of 12 Pages
participants in the UMBFC ESOP do not give voting instructions to UMB,
as trustee of the UMBFC ESOP, the shares of Issuer's Common Stock
held by the UMBFC ESOP are voted in the discretion of the UMBFC
ESOP's Administrative Committee. The shares of Issuer's Common Stock
held by the UMBFC ESOP are disposed of in the discretion of the UMBFC
ESOP's Administrative Committee, but if the Administrative Committee
does not give directions to UMB with respect to a required disposition
decision, UMB, as trustee, is to make the disposition decision. Therefore,
the UMBFC ESOP may be deemed to beneficially own shares of the
Issuer's Common Stock as follows:
(a) Amount Beneficially Owned: 1,976,278. Beneficial ownership is
disclaimed as to all of these shares of the Issuer's Common Stock.
Such stock is held on behalf of the UMBFC ESOP participants.
(b) Percent of Class: 9.5%
(c) Number of shares as to which the UMBFC ESOP has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: 1,976,278.
Beneficial ownership is disclaimed as all of these shares of
Issuer's Common Stock. Such shares are held on behalf of the
UMBFC ESOP participants.
(iii) sole power to dispose or to direct the disposition of:
1,976,278.
(iv) shared dispositive power: -0-
UMB may be deemed to beneficially own certain shares of Issuer's
Common Stock including the shares held by the UMBFC ESOP, of which
UMB is trustee, and shares of Common Stock held in other capacities. As
trustee of the UMBFC ESOP, UMB may be deemed to have
shared dispositive power over the UMBFC ESOP shares of Common
Stock, although UMB disclaims beneficial ownership over such shares.
With respect to the shares of Common Stock held in other capacities,
UMB may also be deemed to have either sole or shared voting power over
certain shares of Common Stock and/or either sole or shared dispositive
power over certain shares of Common Stock. UMB disclaims beneficial
ownership over any and all shares of Common Stock held in other
capacities as well as shares held by UMB in custodial accounts over which
UMB has no voting or dispositive powers.
<PAGE>
CUSIP NO. 902 788 108 SCHEDULE 13G Page 8 of 12 Pages
Therefore, UMB may be deemed to beneficially own shares of the
Issuer's Common Stock as follows:
(a) Amount Beneficially Owned: 3,268,481. Beneficial ownership is
disclaimed as to all of these shares. Such amount excludes 2,633,907
shares of Issuer Common Stock held by UMB in agency accounts and
may be voted or disposed of only upon instructions from the beneficial
owners or are held in trusts and estates and may be voted or disposed
of only upon the instructions of persons having voting control.
(b) Percent of Class: 15.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 122,433. These shares
of Issuer Common Stock are held in trusts and estates for which
UMB is sole fiduciary; however, UMB has elected not to
vote such shares and disclaims beneficial ownership of them.
(ii) shared power to vote or to direct the vote: 1,169,770. These
shares may be voted only in conjunction with co-fiduciaries.
Beneficial ownership is disclaimed as to all of these shares.
(iii) sole power to dispose or to direct the disposition of:
122,433. These shares of Issuer Common Stock are
held in trusts and estates for which UMB is sole fiduciary;
however, UMB has elected not to vote such shares and
disclaims beneficial ownership of them.
(iv) shared power to dispose or to direct the disposition of:
3,146,048. UMB disclaims beneficial ownership of these shares.
UMBFC does not have the power to vote any of the Common Stock
it holds in treasury and does not exercise or direct the exercise of any
voting or dispositive power over the shares of the Issuer's Common Stock
reported herein and is precluded by applicable law from directing the
exercise of such power over said shares of the Issuer's Common Stock.
<PAGE>
CUSIP NO. 902 788 108 SCHEDULE 13G Page 9 of 12 Pages
Item 5 Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another
Person.
Although the UMBFC ESOP participants generally have no direct
rights or powers with respect to dividends paid on or the proceeds from
the sale of shares of the Issuer's Common Stock held by the UMBFC
ESOP, such participants have the right to receive vested amounts
representing dividends on the shares allocated to their accounts and may
elect to receive cash from proceeds their UMBFC ESOP accounts upon
distribution thereof in accordance with the terms of the UMBFC ESOP.
Item 7 Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company.
Information as to UMB, which is jointly filing this statement with
UMBFC, is presented above.
Item 8 Identification and Classification of Members of the Group.
Not Applicable.
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification.
See below.
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CUSIP NO. 902 788 108 SCHEDULE 13G Page 10 of 12 Pages
Signature
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
UMB Bank, n.a.
Dated: February 13, 1998 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: February 13, 1998 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation Inc.
Employee Stock Ownership Plan and
Trust
By: UMB Bank, n.a., Trustee
Dated: February 13, 1998 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
<PAGE>
CUSIP NO. 902 788 108 SCHEDULE 13G Page 11 of 12 Pages
EXHIBIT INDEX
Exhibit Document Page No.
A. Joint Filing Agreement
<PAGE>
CUSIP NO. 902 788 108 SCHEDULE 13G Page 12 of 12 Pages
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of the Schedule 13G to which this Exhibit is
attached with respect to the Common Stock, par value $1.00 per share, of
UMB Financial Corporation, a Missouri corporation, and consent to this
Joint Filing Agreement being included as an Exhibit to such filing. In
evidence thereof the undersigned hereby execute this Agreement this 13th
day of February, 1998.
UMB Bank, n.a.
Dated: February 13, 1998 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: February 13, 1998 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation Inc.
Employee Stock Ownership Plan and
Trust
By: UMB Bank, n.a., Trustee
Dated: February 13, 1998 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
