SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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. 5 to the Schedule 13G, as last
amended February 13, 1998, 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 13 Pages
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CUSIP NO. 902 788 108 SCHEDULE 13G Page 2 of 13 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: 116,984. UMB disclaims beneficial ownership of
these shares.
6. Shared Voting Power: 677,656. UMB disclaims beneficial
ownership of these shares.
7. Sole Dispositive Power: 116,984. UMB disclaims beneficial
ownership of these shares.
8. Shared Dispositive Power: 2,531,280. UMB disclaims beneficial
ownership of these shares which include 1,853,624 shares held as
trustee of the Employee Stock Ownership Plan (the "UMBFC ESOP"), for
employees of UMB Financial Corporation.
9. Aggregate Amount Beneficially Owned by UMB: 2,648,264.
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 4,046,646 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: 12.9%
12. Type of Reporting Person: BK
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CUSIP NO. 902 788 108 SCHEDULE 13G Page 3 of 13 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 6,694,910 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 13 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: -0-
7. Sole Dispositive Power: -0-
8. Shared Dispositive Power: 1,853,624. Beneficial ownership is
disclaimed as to all of these shares held on behalf of the UMBFC ESOP
participants.
9. Aggregate Amount Beneficially Owned by UMBFC ESOP: 1,853,624.
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: 9.05%
12. Type of Reporting Person: EP
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CUSIP NO. 902 788 108 Page 5 of 13 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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 13 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.
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CUSIP NO. 902 788 108 SCHEDULE 13G Page 7 of 13 Pages
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 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 Administrative Committee. The
shares of Issuer's Common Stock held by the UMBFC ESOP are disposed of in the
discretion of the UMBFC ESOP 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: 1,853,624. 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: 9.05%
(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: -0-
(iii) sole power to dispose or to direct the disposition
of: -0-
(iv) shared dispositive power: 1,853,624. Beneficial
ownership is disclaimed as to all of these shares
of Issuer's Common Stock. Such shares are held
on behalf of the UMBFC ESOP participants.
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CUSIP NO. 902 788 108 SCHEDULE 13G Page 8 of 13 Pages
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.
Therefore, UMB may be deemed to beneficially own shares of the
Issuer's Common Stock as follows:
(a) Amount Beneficially Owned: 2,648,264. Beneficial
ownership is disclaimed as to all of these shares. Such amount
excludes 4,046,646 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: 12.9%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
116,984. 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:
677,656. These shares may be voted only in conjunction with
co-fiduciaries. Beneficial ownership is disclaimed as to all of these
shares.
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CUSIP NO. 902 788 108 SCHEDULE 13G Page 9 of 13 Pages
(iii) sole power to dispose or to direct the disposition
of: 116,984. 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: 2,531,280. 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.
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.
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CUSIP NO. 902 788 108 SCHEDULE 13G Page 10 of 13 Pages
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 11 of 13 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 16, 1999 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: February 16, 1999 By_________________________
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 16, 1999 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
<PAGE>
CUSIP NO. 902 788 108 SCHEDULE 13G Page 12 of 13 Pages
EXHIBIT INDEX
Exhibit Document Page No.
A. Joint Filing Agreement
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CUSIP NO. 902 788 108 SCHEDULE 13G Page 13 of 13 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 16th day of February, 1999.
UMB Bank, n.a.
Dated: February 16, 1999 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: February 16, 1999 By_________________________
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 16, 1999 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
