UMB FINANCIAL CORP
11-K, 1999-07-01
NATIONAL COMMERCIAL BANKS
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<PAGE>
- -------------------------------------------------------------------------------
    UMB Profit Sharing and 401(k) Savings Plan
    Financial Statements as of and for the Years
    Ended December 31, 1998 and 1997,
    Supplemental Schedules as of and for the Year Ended December 31, 1998, and
    Independent Auditors' Report

<PAGE>
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
                                                                            Page

INDEPENDENT AUDITORS' REPORT                                                   1

FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
   DECEMBER 31, 1998 AND 1997:

     Statements of Net Assets Available for Benefits                         2-3

     Statements of Changes in Net Assets Available for Benefits                4

     Notes to Financial Statements                                           5-9

SUPPLEMENTAL SCHEDULES AS OF AND FOR THE
   YEAR ENDED DECEMBER 31, 1998:

   Item 27a - Schedule of Assets Held for Investment Purposes                 10

   Item 27d - Schedule of Reportable Transactions                          11-12

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,
1998 and 1997, and the related statements of changes in net assets available for
benefits  for  the  years  then  ended.  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, 1998 and 1997, and the changes in net assets available for benefits
for the 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 of Assets Held
for  Investment  Purposes and  Reportable  Transactions  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.  The  supplemental
information by fund in the  statements of net assets  available for benefits and
the statements of changes in net assets  available for benefits is presented for
the  purpose  of  additional  analysis  rather  than to  present  the net assets
available  for benefits and changes in net assets  available for benefits of the
individual  funds.  The supplemental  schedules and supplemental  information by
fund is the responsibility of the Plan's management. Such supplemental schedules
and  supplemental  information  by fund  have  been  subjected  to the  auditing
procedures  applied in our audits of the basic 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.


June 4, 1999

<PAGE>
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN


STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                                           Non-
                                                                        Participant Directed                             Participant
                                                                                                                           Directed
                             _______________________________________________________________________________________________________
                                                                                          Fund F:     Fund G:    Fund H:
                                             Fund B:     Fund C:   Fund D:     Fund E:     UMB         UMB        UMB
                                Fund A:      Pooled      Pooled    Pooled    UMB Scout    Scout   Scout Capital Financial
                               Balanced      Income      Equity     Debt      Regional  Worldwide Preservation Corporation
                                 Fund         Fund        Fund      Fund        Fund      Fund         Fund      Stock     Administ-
                                 ----         ----        ----      ----        ----      ----         ----      -----     ---------
ASSETS:                                                                                                                      rative
  Investments, at fair value:
<S>                         <C>          <C>         <C>         <C>        <C>        <C>            <C>       <C>        <C>
Pooled Income Fund                       $ 10,589,329
Pooled Debt Fund            $ 10,188,190                         $ 6,372,336
Pooled Equity Fund            12,530,727             $ 34,116,453
Scout Regional Fund                                                         $ 7,383,316
Scout Worldwide Fund                                                                   $ 14,176,210
Scout Preservation Fund                                                                               $ 630,729
Short Term Money Market          128,987       87,200     154,040     14,959                                         $ 24  $116,395
UMB Financial Corporation
 Stock                                                                                                          1,045,170
Participant loans              2,593,529
Other assets - real estate                                100,000
                             ----------   ----------  ----------  ---------  ---------  ----------     ------- ---------    -------

Total investments            25,441,433   10,676,529  34,370,493  6,387,295  7,383,316  14,176,210     630,729  1,045,194   116,395
                             ----------   ----------  ----------  ---------  ---------  ----------     ------- ---------    -------
  Receivables:
Employer contributions           361,804      102,517     603,953     83,238    177,698     317,504      13,897    10,843
Interest and dividends            13,061          220       1,025        217                                        5,557       449
                             ----------   ----------  ----------  ---------  ---------  ----------     ------- ---------    -------
Total receivables                374,865      102,737     604,978     83,455    177,698     317,504      13,897    16,400       449
                             ----------   ----------  ----------  ---------  ---------  ----------     ------- ---------    -------
Cash                             101,429       19,598     103,483     19,855     13,983         376
                             ----------   ----------  ----------  ---------  ---------  ----------     ------- ---------    -------
 Total assets                 25,917,727   10,798,864  35,078,954  6,490,605  7,574,997  14,494,090     644,626 1,061,594   116,844
LIABILITIES -
Refundable excess
contributions                      2,148        2,658       7,865        779      1,971       6,486          91       139
                             ----------   ----------  ----------  ---------  ---------  ----------     ------- ---------    -------
NET ASSETS AVAILABLE
  FOR BENEFITS              $ 25,915,579 $ 10,796,206$ 35,071,089$ 6,489,826$ 7,573,026$ 14,487,604   $ 644,535$1,061,455  $116,844
                            ============ ==========================================================   ===================  ========
</TABLE>
<PAGE>

                               Total all
                                 Funds
                                 -----
ASSETS:
  Investments, at fair value:
Pooled Income Fund          $ 10,589,329
Pooled Debt Fund              16,560,526
Pooled Equity Fund            46,647,180
Scout Regional Fund            7,383,316
Scout Worldwide Fund          14,176,210
Scout Preservation Fund          630,729
Short Term Money Market          501,605
UMB Financial Corporation
 Stock                         1,045,170
Participant loans              2,593,529
Other assets - real estate       100,000
                                 -------
 Total investments           100,227,594
                             -----------
  Receivables:
Employer contributions         1,671,454
Interest and dividends            20,529
                                  ------
 Total receivables             1,691,983
                               ---------
Cash                             258,724
                                 -------
 Total assets                102,178,301
LIABILITIES -
Refundable excess
contributions                     22,137
                                  ------
NET ASSETS AVAILABLE
  FOR BENEFITS             $ 102,156,164
                           =============

<PAGE>
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                                                   Non-Participant
                                        Participant Directed                                          Directed
                                                                                            Fund F:
                                                Fund B:  Fund C:       Fund D:   Fund E:        UMB
                                    Fund A:     Pooled   Pooled        Pooled  UMB Scout      Scout
                                   Balanced     Income   Equity         Debt    Regional  Worldwide
                                       Fund      Fund     Fund          Fund        Fund       Fund  Administrative       Total
                                       ----      ----     ----          ----        ----       ----  --------------       -----
ASSETS:
Investments, at fair value:
<S>                              <C>        <C>        <C>         <C>        <C>        <C>             <C>         <C>
Pooled Income Fund                          $ 3,929,264                                                              $ 3,929,264
Pooled Debt Fund                 $7,903,723                        $ 4,005,805                                        11,909,528
Pooled Equity Fund               10,404,456            $27,172,232                                                    37,576,688
Scout Regional Fund                                                           $6,266,693                               6,266,693
Scout Worldwide Fund                                                                     $8,929,127                    8,929,127
Short Term Money Market             162,911      23,089    144,361      17,280     4,521                 $ 87,657        439,819
Participant loans                 2,278,258                                                                            2,278,258
Other assets - real estate                                 100,000                                                       100,000
                                 ----------   --------- ----------   --------- ---------  ---------        ------     ----------
 Total investments               20,749,348   3,952,353 27,416,593   4,023,085 6,271,214  8,929,127        87,657     71,429,377
                                 ----------   --------- ----------   --------- ---------  ---------        ------     ----------
Receivables:
Employer contributions               76,560      17,766    173,425      19,940    60,082    100,160                      447,933
Interest and dividends               10,484         113        319         115                                344         11,375
                                 ----------   --------- ----------   --------- ---------  ---------        ------     ----------
 Total receivables                   87,044      17,879    173,744      20,055    60,082    100,160           344        459,308
                                 ----------   --------- ----------   --------- ---------  ---------        ------     ----------
 Total assets                    20,836,392   3,970,232 27,590,337   4,043,140 6,331,296  9,029,287        88,001     71,888,685
LIABILITIES -
Refundable excess contributions       4,561       3,324     14,727       1,958     3,866      7,889                       36,325
                                 ----------   --------- ----------   --------- ---------  ---------        ------     ----------
NET ASSETS AVAILABLE FOR
  BENEFITS                      $20,831,831 $ 3,966,908$27,575,610  $4,041,182$6,327,430 $9,021,398      $ 88,001   $ 71,852,360
                                =========== ======================  ==================== ==========      ========   ============
See notes to financial statements.
</TABLE>

<PAGE>
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
                                       Participant-Directed

                                                                                                                 Fund G:    Fund H:
                                                        Fund B:       Fund C:   Fund D:   Fund E:     Fund F:    UMB Scout   UMB
                                           Fund A:      Pooled        Pooled    Pooled    UMB Scout   UMB Scout  Capital   Financial
                                          Balanced      Income        Equity    Debt      Regional    Worldwide Preservation Corp.
                                            Fund         Fund         Fund      Fund      Fund        Fund       Fund      Stock
ADDITIONS:
<S>                                       <C>          <C>        <C>         <C>        <C>        <C>          <C>       <C>
   Net appreciation (depreciation)
      in fair value of investments        $ 1,463,591  $ 273,243  $ 2,143,243 $  385,210 $ (801,489)$ 1,479,479  $ (54,972)$(44,142)
    Interest and dividends                    223,576      8,249       16,545      2,429    600,537     211,211      8,613    6,347
    Employer contributions                    361,804    102,517      603,953     83,238    177,699     317,503     13,897   10,843
    Employee contributions                  1,514,437    397,058    2,689,449    315,181    806,871   1,321,718     51,574     (139)
    Transfers from The ESOP
      of UMB                                             216,380        8,998      9,243      6,609       6,609
    Transfers from the Retirement
      Plan of UMB                           6,375,611  5,517,326    5,353,244  1,613,359  1,115,884   2,493,354    221,202 1,088,546
                                            ---------  ---------    ---------  ---------  ---------   ---------    ------- ---------
Total additions                             9,939,019  6,514,773   10,815,432  2,408,660  1,906,111   5,829,874    240,314 1,061,455

DEDUCTIONS:

  Benefit payments
  Other expenses                                                        1,884
                                            ---------  ---------    ---------  ---------  ---------   ---------    ------- ---------
Total deductions                                                        1,884
                                            ---------  ---------    ---------  ---------  ---------   ---------    ------- ---------
Net increase (decrease) prior
  to interfund transfers                    9,939,019  6,514,773   10,813,548  2,408,660  1,906,111   5,829,874    240,314 1,061,455
  Interfund transfers, net                 (4,855,271)   314,525   (3,318,069)    39,984   (660,515)   (363,668)   404,221
                                            ---------  ---------    ---------  ---------  ---------   ---------    ------- ---------
Net increase                                5,083,748  6,829,298    7,495,479  2,448,644  1,245,596   5,466,206    644,535 1,061,455
                                            ---------  ---------    ---------  ---------  ---------   ---------    ------- ---------
  Net assets available for benefits,
    beginning of year                      20,831,831  3,966,908   27,575,610  4,041,182  6,327,430   9,021,398
                                            ---------  ---------    ---------  ---------  ---------   ---------    ------- ---------
  Net assets available for benefits,
    end of year                          $ 25,915,579 $10,796,206 $35,071,089 $6,489,826 $7,573,026 $14,487,604  $ 644,535$1,061,455
                                         ============ =========== =========== ========== ========== ===========  ===================
See notes to fininacial statements.
</TABLE>
<PAGE>
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
                                       Non-Participant
                                           Directed


                                                              1998             1997
                                        Administrative       Total            Total

ADDITIONS:
   Net appreciation (depreciation)
<S>                                                       <C>             <C>
      in fair value of investments                        $ 4,844,163     $ 9,651,110
    Interest and dividends                  $ 3,157         1,080,664         874,800
    Employer contributions                                  1,671,454         447,933
    Employee contributions                                  7,096,149       5,018,501
    Transfers from The ESOP
      of UMB                                                  247,839          33,334
    Transfers from the Retirement
      Plan of UMB                                          23,778,526
                                              -----        ----------      ----------
Total additions                               3,157        38,718,795      16,025,678

DEDUCTIONS:
  Benefit payments                        8,413,107         8,413,107       5,959,679
  Other expenses                                                1,884           1,990
                                          ---------         ---------       ---------
Total deductions                          8,413,107         8,414,991       5,961,669
                                          ---------         ---------       ---------
Net increase (decrease) prior
  to interfund transfers                 (8,409,950)       30,303,804      10,064,009
  Interfund transfers, net                8,438,793
                                          ---------         ---------       ---------
Net increase                                 28,843        30,303,804      10,064,009
                                          ---------         ---------       ---------
  Net assets available for benefits,
    beginning of year                        88,001        71,852,360      61,788,351
                                          ---------         ---------       ---------
  Net assets available for benefits,
    end of year                           $ 116,844      $102,156,164    $ 71,852,360
                                          =========      ============    ============
See notes to fininacial statements.
</TABLE>
<PAGE>
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------


1.    PLAN DESCRIPTION

The following description of the UMB Profit Sharing and 401(k) Savings Plan (the
"Plan") provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.

General - 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)   (collectively   the
"Company")  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 1998 and 1997.

Eligibility  and  Participation - The Plan provides that employees with one full
year of continuous service become eligible to participate in the Plan.

Contributions - 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.  The Plan allows for
matching contributions by the employer to be determined annually by the Board of
Directors of UMB Financial  Corporation  at its  discretion.  Employer  matching
401(k) contributions of $1,671,454 and $447,933,  respectively, were made to the
Plan in 1998 and 1997.

Transfer from  Retirement  Plan of UMB - During the Plan year ended December 31,
1998,  the  Retirement   Plan  of  UMB   ("Terminated   Plan")  was  terminated.
Participants  in the Terminated  Plan could elect to transfer their balance from
the  Terminated  Plan to this Plan.  During the year ended  December  31,  1998,
$23,778,526 was transferred into this Plan from the Terminated Plan.

Participant  Accounts  -  Each  participant's   account  is  credited  with  the
participant's  contribution and an allocation of (a) the Employer's contribution
and (b) forfeitures of terminated participants' nonvested accounts.  Allocations
are based on participant  earnings,  subject to certain  limits.  The benefit to
which a  participant  is entitled is the benefit  that can be provided  from the
participant's vested account.

Vesting - Participants are immediately  vested in their voluntary  contributions
plus actual earnings thereon.  A participant is fully vested after five years of
completed service.

Payment of Benefits - 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.

Participant Loans - The Plan provides for interest-bearing,  secured loans to be
made to  participants  not to  exceed  the  lesser  of 50% of the  participant's
portion of their  accumulated  benefit or $50,000.  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>
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The accompanying  financial  statements are presented on
the accrual basis of accounting.

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.

Investments - Investments are stated at aggregate fair value.  The fair value of
the  investments  owned by the  Plan in the  pooled  funds  is  based on  quoted
redemption  values on the last  business  day of the Plan year.  Investments  in
mutual funds and in the common stock of the Company are valued at quoted  market
prices.  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
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  (depreciation)  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.

Benefits  Payable - As of December 31,  1998 and 1997, net assets  available for
benefits  included  benefits  that  were  approved  but  not  yet  processed  of
$1,510,978 and $196,126,  respectively,  due to participants  who have withdrawn
from participation in the Plan.

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 Company.  During 1998 and 1997, the Plan incurred $1,884 and $1,990,
respectively, of other expenses related to property taxes and insurance paid for
an investment in real estate and other administrative expenses.

<PAGE>
3.    FUND INVESTMENTS

The Plan has been  designed  to permit  each  participant  to choose the type of
investment which best satisfies the participant's  requirements  among the eight
available funds as follows:

The  prospectus for Fund A: Balanced Fund 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:  Pooled  Income  Fund  states  that its  assets are
intended to be invested entirely in short-term debt securities.

The  prospectus  for Fund C:  Pooled  Equity  Fund  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: Pooled Debt Fund states that its assets are intended
to be invested in long-term fixed income securities.

The  prospectus  for Fund E: UMB Scout  Regional Fund states that its assets are
intended  to be  invested  primarily  in common  stocks of  midwestern  regional
companies  selected for their  promise of  long-term  growth of both capital and
dividend income.

The prospectus  for Fund F: UMB Scout  Worldwide Fund states that its assets are
intended to be invested  in a  diversified  portfolio  of equity  securities  of
established  companies either located outside the U.S. or whose primary business
is carried on outside the country.

The prospectus for Fund G: UMB Scout Capital  Preservation  Fund states that its
assets are intended to be invested primarily in equity securities (common stocks
and convertible securities).

The prospectus for Fund H: UMB Financial Corporation Fund states that its assets
are  intended  to be  invested  primarily  in  common  stock  of  UMB  Financial
Corporation.

Additionally,  each fund contains  money market funds to facilitate the transfer
of assets.  Plan participants may direct their interests in the Plan be invested
in any of the eight 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>
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>

                                                                                     1998
                                                              -------------------------------------------------
                                                                                 Unit
                                                                  Number         Value            Fair
                                                                 of Units      (rounded)          Value

Investments in common collective trust funds and
  mutual funds administered by UMB Bank, n.a.,
  at fair value as determined by quoted market price
  and aggregate fair value:
<S>                                                                  <C>           <C>            <C>
    Pooled Debt Fund                                                 225,954       $ 73.29        $ 16,560,526
    Pooled Equity Fund                                               466,496         99.95          46,647,180
    Pooled Income Fund                                               187,369         56.52          10,589,239
    Scout Regional Fund                                              705,862         10.46           7,383,316
    Scout Worldwide Fund                                             763,804         18.56          14,176,210


                                                                                     1997
                                                              -------------------------------------------------
                                                                                 Unit
                                                                  Number         Value            Fair
                                                                 of Units      (rounded)          Value

    Pooled Debt Fund                                                 177,168       $ 67.22        $ 11,909,528
    Pooled Equity Fund                                               404,795         92.83          37,576,688
    Pooled Income Fund                                                73,554         53.42           3,929,264
    Scout Regional Fund                                              527,056         11.89           6,266,693
    Scout Worldwide Fund                                             557,374         16.02           8,929,127
</TABLE>
5.    PLAN TERMINATION

Although it has not expressed any intent 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 formula  described in Note 1,
and has the right to terminate the Plan at any time,  subject to the  provisions
of  ERISA.  In the event of Plan  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.

6.    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
"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 Code.

<PAGE>
7.    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,
                                                     1998                   1997

Net assets available for benefits per
    the financial statements                   $102,156,164         $ 71,852,360
Amounts allocated to withdrawing participants    (1,510,978)           (196,126)
Net assets available for benefits per
    the Form 5500                              $100,645,186         $ 71,656,234



The  following is a  reconciliation  of benefits  paid to  participants  per the
financial statements to the Form 5500:

                                                               Year Ended
                                                             December 31, 1998
                                                        ------------------------

Benefits paid to participants per the financial
     statements                                              $ 8,413,107
Add: Amounts allocated to withdrawing participants
  at December 31, 1998                                         1,510,978
Less: Amounts allocated to withdrawing participants
  at December 31, 1997                                          (196,126)
Benefits paid to participants per the Form 5500              $ 9,727,959



8.    RELATED PARTIES

Certain Plan  investments  are units of mutual funds and pooled funds managed by
UMB Bank,  n.a. and shares of Company  stock.  UMB Bank,  n.a. is the trustee as
defined   by  the  Plan  and,   therefore,   these   transactions   qualify   as
party-in-interest.

9.    SUBSEQUENT EVENTS

Effective May 31, 1999, the Company has added two investment  funds to the Plan.
These  funds are the UMB Scout  Stock  Select  Fund and the UMB Scout  Worldwide
Select Fund.

                                     ******
<PAGE>
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN

ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(a)                      (b)                                       (c)                       (d)              (e)
                                                        Description of investment
                                                     including maturity date, rate of
             Identity of issue, borrower,              interest, collateral, par or                         Current
               lessor or similar party                       maturity value                  Cost            Value


     Fund A:  Balanced Fund
<S>                                               <S>                                      <C>              <C>
 *     Pooled Debt Fund                           Pooled Fund (139,009 units)              $ 7,073,146      $ 10,188,190
 *     Pooled Equity Fund                         Pooled Fund (125,314 units)                5,454,375        12,530,727
 *     Short Term Money Market                    Money Market Fund (128,987 units)            128,987           128,987
 *     Participant Loans                          Loans, ranging form 1 month to
                                                    60 months maturity, with interest
                                                    rates of 6.00% to 9.50%                  2,593,529         2,593,529

     Fund B:  Pooled Income Fund
 *     Pooled Income Fund                         Pooled Fund (187,369 units)                9,402,269        10,589,329
 *     Short Term Money Market                    Money Market Fund (87,200 units)              87,200            87,200

     Fund C:  Pooled Equity Fund
 *     Pooled Equity Fund                         Pooled Fund (341,182 units)               18,538,178        34,116,453
 *     Short Term Money Market                    Money Market Fund (154,040 units)            154,040           154,040
       Other Assets - Real Estate                 Land - Shawnee County, Kansas                100,000           100,000

     Fund D:  Pooled Debt Fund
 *     Pooled Debt Fund                           Pooled Fund (86,945 units)                 4,562,395         6,372,336
 *     Short Term Money Market                    Money Market Fund (14,959 units)              14,959            14,959

 *   Fund E:  UMB Scout Regional Fund             Mutual Fund (705,862 units)                7,574,374         7,383,316

 *   Fund F:  UMB Scout Worldwide Fund            Mutual Fund (763,804 units)               11,582,848        14,176,210

 *   Fund G:  UMB Scout Capital Preservation      Mutual Fund (70,789 units)                   679,836           630,729

     Fund H:  UMB Financial Corporation Stock
 *     UMB Financial Corporation Stock            Common Stock (22,783 units)                1,089,312         1,045,170
 *     Short Term Money Market                    Money Market Fund (24 units)                      24                24

     Administrative
 *     Short Term Money Market                    Money Market Fund (116,395 units)           116,395           116,395

     Total investments                                                                   $ 69,151,867     $ 100,227,594


 *   Represents a party-in-interest to the Plan.
</TABLE>
<PAGE>
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN

ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
                       (a)                 (b)                     (c)         (d)          (e)        (f)                (g)
                                                                                                       Current Value
                                          Description            Purchase     Selling       Cost       of Asset on
   Identity of Party Involved             of Asset               Price        Price         of Asset   Transaction Date   Net Gain
                                                                                SINGLE TRANSACTIONS
<S>                                       <S>                   <C>           <C>            <C>          <C>
  Income Fund                             Pooled Fund           $5,800,000                $5,800,000   $5,800,000
  Equity Fund                             Pooled Fund            5,200,000                 5,200,000    5,200,000
  Short Term Money Market                 Money Market Fund      6,396,540                 6,396,540    6,396,540
  Short Term Money Market                 Money Market Fund                   $5,948,653   5,948,653    5,948,653
  Short Term Money Market                 Money Market Fund      5,515,928                 5,515,928    5,515,928
  Short Term Money Market                 Money Market Fund                    5,550,390   5,550,390    5,550,390
  Short Term Money Market                 Money Market Fund      5,350,560                 5,350,560    5,350,560
  Short Term Money Market                 Money Market Fund                    5,204,497   5,204,497    5,204,497
                                                                                                                        (Continued)
</TABLE>
<PAGE>
UMB PROFIT SHARING AND 401(k) SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
                  (a)             (b)              (c)          (d)          (e)         (f)                (g)
                                                                                         Current Value
                                  Description      Purchase     Selling      Cost        of Asset on
Identity of Party Involved        of Asset         Price        Price        of Asset    Transaction Date    Net Gain
                                                                 SERIES TRANSACTIONS
<S>                               <S>              <C>          <C>          <C>         <C>                 <C>
Debt Fund                         Pooled Fund
                                  (5 purchases)    $ 2,250,700               $ 2,250,700 $ 2,250,700
                                  (13 sales)                    $ 2,248,791    1,276,386   2,248,791         $ 972,405
Equity Fund                       Pooled Fund
                                  (10 purchases)     9,606,761                 9,606,761   9,606,761
                                  (5 sales)                       3,519,904    1,326,248   3,519,904         2,193,656
Income Fund                       Pooled Fund
                                  (12 purchases)    10,849,578                10,849,578  10,849,578
                                  (2 sales)                         821,978      614,474     821,978           207,504
Short Term Money Market           Money Market Fund
                                  (294 purchases)   33,838,899                33,838,899  33,838,899
                                  (254 sales)                    33,789,427   33,789,427  33,789,427
UMB Scout Regional Fund           Mutual Fund
                                  (62 purchases)     3,875,442                 3,875,442   3,875,442
                                  (41 sales)                      1,957,329    1,668,147   1,957,330           289,183
UMB Scout Worldwide Fund          Mutual Fund
                                  (63 purchases)     6,021,435                 6,021,435   6,021,435
                                  (42 sales)                      2,253,830    1,643,581   2,253,830           610,249
                                                                                                              (Concluded)
<PAGE>
INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation  by reference  in  Registration  Statement  No.
333-65807 of UMB Financial  Corporation  on Form S-8 of our report dated June 4,
1999,  appearing  in this Annual  Report on Form 11-K of UMB Profit  Sharing and
401(k) Savings Plan for the year ended December 31, 1998.



June 29, 1999
Kansas City, Missouri

</TABLE>


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