FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission file number: 2-58109
The Collective Investment Trusts for Which UMB Bank, n.a. is Trustee
Exact name of registrant as specified in its charter)
Not Applicable Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1010 Grand Boulevard, Kansas City, Missouri 64106
(Address of principal executive offices)
(Zip Code)
(816) 860-7000
(Registrant's telephone number, including area code)
Not Applicable (Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes /X/ No / /
The number of units of participation outstanding as of April 30, 1999.
Pooled Equity Fund - 1,809,003
Pooled Debt Fund - 1,532,571
Pooled Income Fund - 565,554
<PAGE>
PART I -- FINANCIAL INFORMATION
___________________________________
Item 1. Financial Statements.
INTRODUCTORY COMMENTS
The Condensed Financial Statements included herein have been prepared by the
Trustee, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Trustee believes that the disclosures are adequate to
enable a reasonable understanding of the information presented. These Condensed
Financial Statements should be read in conjunction with the financial statements
and the notes thereto included in the Collective Investment Trusts' Annual
Report on Form 10-K for the year ended October 31, 1998.
<TABLE>
<CAPTION>
UMB BANK, n.a.
Equity Fund for Employees Trusts
Statement of Operations
QUARTER QUARTER FY ENDED 6 MONTHS 6 MONTHS
ENDING 04/30/98 ENDING 04/30/99 10/31/98 ENDING 04/30/99 ENDING 04/30/98
Investment Income:
<S> <C> <C> <C> <C> <C>
Dividends 863,099 829,344 3,358,910 1,598,384 1,750,868
Interest 829,752 542,023 3,279,897 1,320,707 1,694,114
------- ------- --------- --------- ---------
Gross Investment Income 1,692,851 1,371,367 6,638,807 2,919,091 3,444,982
Less: Audit Expense and
Foreign Taxes (2,298) (2,938) (9,190) (5,279) (4,595)
------ ------ ------ ------ ------
Net Investment Income 1,690,553 1,368,429 6,629,617 2,913,812 3,440,387
========= ========= ========= ========= =========
Realized and Unrealized Gain
(Loss) on Investments:
Realized Gain (Loss) on
Investments:
Proceeds from Sales 223,267,370 184,358,090 763,884,882 405,661,076 417,186,195
Cost of Securities Sold 213,751,196 177,395,543 732,770,233 393,034,239 398,584,615
----------- ----------- ----------- ----------- -----------
Net Realized Gain (Loss) 9,516,174 6,962,547 31,114,649 12,626,837 18,601,580
Unrealized Gain (Loss) on
Investments:
Beginning of Period 30,599,889 11,060,807 32,316,511 11,650,626 32,316,511
End of Period 36,733,827 22,889,344 11,650,629 22,889,344 36,733,827
---------- ---------- ---------- ---------- ----------
Net Unrealized Gain (Loss) 6,133,938 11,828,537 (20,665,882) 11,238,718 4,417,316
--------- ---------- ----------- ---------- ---------
Net Realized and Unrealized
ain (Loss) on Investments 15,650,112 18,791,084 10,448,767 23,865,555 23,018,896
========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
<TABLE>
<CAPTION>
UMB BANK, n.a.
Equity Fund for Employees Trusts
Statement of Participants' Interest
(Cash Flows)
QUARTER QUARTER FY ENDED 6 MONTHS 6 MONTHS
ENDING 04/30/98 ENDING 04/30/99 10/31/98 ENDING 04/30/99 ENDING 04/30/98
Participants' Interest at
<S> <C> <C> <C> <C> <C>
Beginning of Period 213,062,999 186,414,065 216,985,770 186,528,690 216,985,770
Changes from Investment
Activities:
Net Investment Income 1,690,553 1,368,429 6,629,617 2,913,812 3,440,387
Net Realized Gain (Loss)
on Investments 9,516,174 6,962,547 31,114,649 12,626,837 18,601,580
Net Unrealized Gain (Loss)
on Investments 6,133,938 11,828,537 (20,665,882) 11,238,718 4,417,316
--------- ---------- ----------- ---------- ---------
Net Increase (Decrease)
from Investment Activity 17,340,665 20,159,513 17,078,384 26,779,367 26,459,283
---------- ---------- ---------- ---------- ----------
Changes from Participating
Unit Transactions:
Received from Issuance of:
31,792 Units 3,128,023 15,615,556
Received from Issuance of:
36,336 Units 3,501,817 6,994,788 8,289,542
Payment on Redemption of:
102,248 Units (10,090,727) (63,151,020)
Payment on Redemption of:
258,251 Units (25,410,189) (20,691,971) (43,239,303)
----------- ----------- ----------- ----------- -----------
Net Increase (Decrease)
from Participating Unit
Transactions (21,908,372) (6,962,704) (47,535,464) (13,697,183) (34,949,761)
----------- ---------- ----------- ----------- -----------
Participants' Interest at End
of Period 208,495,292 199,610,874 186,528,690 199,610,874 208,495,292
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
<TABLE>
<CAPTION>
UMB BANK, n.a.
Pooled Equity Fund for Employees Trusts
Statement of Assets and Liabilities
6 Months Ending 04/30/99 FY ENDED 10/31/98
COST MARKET COST MARKET
Assets:
<S> <C> <C> <C> <C>
Common Stock 127,151,896 150,041,240 109,744,618 121,395,245
Commercial Paper 47,592,525 47,592,525 59,278,825 59,278,825
Other Investments 1,282,692 1,282,692 3,476,722 3,476,722
--------- --------- --------- ---------
Total Investments 176,027,113 198,916,457 172,500,165 184,150,792
=========== ===========
Cash 0 0
Interest Receivable 245,732 312,326
Receivable for
Securities Sold 2,029,109 2,074,759
--------- ---------
Total Assets 201,191,298 186,537,876
=========== ===========
Liabilities:
Audit Fees Payable 3,803 9,190
Payable for Securities
Purchased 1,576,621 0
--------- -
Total Liabilities 1,580,424 9,190
--------- -----
Participants' Interest:
95.73 Per Unit on
1,948,510 Units Outstanding 186,528,686
110.34 Per Unit on
1,809,003 Units Outstanding 199,610,874
----------- -----------
Total Liabilities and Participants'
Equity 201,191,298 186,537,876
=========== ===========
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
<TABLE>
<CAPTION>
UMB BANK, n.a.
Pooled Debt Fund for Employees Trusts
Statement of Operations
QUARTER QUARTER FY ENDED 6 MONTHS 6 MONTHS
ENDING 04/30/98 ENDING 04/30/99 10/31/98 ENDING 04/30/99 ENDING 04/30/98
Investment Income:
<S> <C> <C> <C>
Interest 1,941,318 1,751,404 7,710,035 3,590,971 3,981,183
--------- --------- --------- --------- ---------
Gross Investment Income 1,941,318 1,751,404 7,710,035 3,590,971 3,981,183
Less: Audit Expense 4,886 (2,361) (9,190) (2,148) (4,595)
----- ------ ------ ------ ------
Net Investment Income 1,946,204 1,749,043 7,700,845 3,588,823 3,976,588
========= ========= ========= ========= =========
Realized and Unrealized Gain
(Loss) on Investments:
Realized Gain (Loss) on
Investments:
Proceeds from Sales 19,228,019 15,790,145 83,088,516 42,041,475 55,499,636
Cost of Securities Sold 19,142,420 15,714,577 82,778,172 41,888,341 55,377,309
---------- ---------- ---------- ---------- ----------
Net Realized Gain (Loss) 85,599 75,568 310,344 153,134 122,327
Unrealized Gain (Loss) on
Investments:
Beginning of Period 4,369,499 5,452,360 3,150,137 6,560,163 3,150,137
End of Period 3,097,995 2,870,168 6,560,164 2,870,168 3,097,995
--------- --------- --------- --------- ---------
Net Unrealized
Gain (Loss) (1,271,504) (2,582,192) 3,410,027 (3,689,995) (52,142)
---------- ---------- --------- ---------- -------
Net Realized and
Unrealized Gain (Loss)
on Investments (1,185,905) (2,506,624) 3,720,371 (3,536,861) 70,185
========== ========== ========= ========== ======
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
<TABLE>
<CAPTION>
UMB BANK, n.a.
Pooled Debt Fund for Employees Trusts
Statement of Participants' Interest
(Cash Flows)
QUARTER QUARTER FY ENDED 6 MONTHS 6 MONTHS
ENDING 04/30/98 ENDING 04/30/99 10/31/98 ENDING 04/30/99 ENDING 04/30/98
Participants' Interest at
<S> <C> <C> <C> <C> <C>
Beginning of Period 122,760,331 116,246,969 130,005,324 116,459,880 130,005,324
Changes from Investment
Activities:
Net Investment Income 1,946,204 1,749,043 7,700,845 3,588,823 3,976,588
Net Realized Gain (Loss)
on Investments 85,599 75,568 310,344 153,134 122,327
Net Unrealized Gain (Loss)
on Investments (1,271,504) (2,582,192) 3,410,027 (3,689,995) (52,142)
---------- ---------- --------- ---------- -------
Net Increase (Decrease)
from Investment Activity 760,299 (757,581) 11,421,216 51,962 4,046,773
Changes from Participating
Unit Transactions:
Received from Issuance of:
41,672 Units 3,032,616 13,743,230
Received from Issuance of:
51,482 Units 3,513,386 11,430,059 8,571,764
Payment on Redemption of:
86,545 Units (6,405,376) (38,709,887)
Payment on Redemption of:
157,111 Units (10,725,746) (15,825,273) (26,315,591)
------- ----------- ----------- -----------
Net Increase (Decrease) from
Participating Unit
Transaction (7,212,360) (3,372,760) (24,966,657) (4,395,214) (17,743,827)
---------- ---------- ----------- ---------- -----------
Participants' Interest at
End of Period 116,308,270 112,116,628 116,459,883 112,116,628 116,308,270
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
<TABLE>
<CAPTION>
UMB Bank, n.a.
Pooled Debt Fund for Employees Trusts
Statement of Assets and Liabilities
6 Months Ending 04/30/99 FY ENDED 10/31/98
COST MARKET COST MARKET
Assets:
<S> <C> <C> <C> <C>
U.S. Government & Agency
Obligations 43,703,990 45,856,540 42,256,804 44,653,797
Corporate Bonds 62,387,952 64,274,898 65,351,189 69,514,360
Other Investments 107,602 107,602 360,198 367,148
------- ------- ------- -------
Total Investments 106,199,544 110,239,040 107,968,191 114,535,305
=========== ===========
Cash 0 0
Interest Receivable 1,878,836 1,933,768
Receivable for Securities Sold 0 0
Total Assets 112,117,879 116,469,073
=========== ===========
Liabilities:
Audit Fees Payable 1,248 9,190
Payable for Securities Sold and
Other Payables 0 0
- -
Total Liabilities 1,248 9,190
----- -----
Participants' Interest:
73.14 Per Unit on 1,592,285
Units Outstanding 116,459,883
73.64 Per Unit on 1,578,589
Units Outstanding 112,116,628
----------- -----------
Total Liabilities and Participants' Equity 112,117,876 116,469,073
=========== ===========
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
<TABLE>
<CAPTION>
UMB BANK, n.a.
Pooled Income Fund for Employees Trusts
Statement of Operations
QUARTER QUARTER FY ENDED 6 MONTHS 6 MONTHS
ENDING 04/30/98 ENDING 04/30/99 10/31/98 ENDING 04/30/99 ENDING 04/30/98
Investment Income:
<S> <C> <C> <C>
Interest 407,285 351,164 1,724,563 772,653 891,540
------- ------- --------- ------- -------
Gross Investment Income 407,285 351,164 1,724,563 772,653 891,540
Less: Audit Expense (842) (866) (3,369) (1,724) (1,685)
---- ---- ------ ------ ------
Net Investment Income 406,443 350,298 1,721,194 770,929 889,855
======= ======= ========= ======= =======
Realized and Unrealized Gain
(Loss) on Investments:
Realized Gain (Loss)
on Investments:
Proceeds from Sales 76,608,074 85,806,357 315,287,622 197,764,649 173,492,622
Cost of Goods Sold 76,608,074 85,806,357 315,287,622 197,764,649 173,492,622
---------- ---------- ----------- ----------- -----------
Net Realized Gain (Loss) 0 0 0 0 0
Unrealized Gain (Loss) on
Investments:
Beginning of Period (620) 0 0 0 0
End of Period 0 0 0 0 0
- - - - -
Net Unrealized Gain (Loss) 620 0 0 0 0
--- - - - -
Net Realized and Unrealized
Gain (Loss) on Investments 620 0 0 0 0
=== = = = =
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
<TABLE>
<CAPTION>
UMB BANK, n.a.
Pooled Income Fund for Employees Trusts
Statement of Participants' Interest
(Cash Flows)
QUARTER QUARTER FY ENDED 6 MONTHS 6 MONTHS
ENDING 04/30/98 ENDING 04/30/99 10/31/98 ENDING 04/30/99 ENDING 04/30/98
Participants' Interest at
<S> <C> <C> <C>
Beginning of Period 32,777,472 34,161,378 34,990,096 27,963,660 34,990,096
Changes from Investment
Activities:
Net Investment Income 406,443 350,298 1,721,194 770,929 889,855
Net Realized Gain (Loss)
on Investments 0 0 0 0 0
Net Unrealized Gain (Loss)
on Investments 620 0 0 0 0
--- - - - -
Net Increase (Decrease)
from Investment Activity 407,063 350,298 1,721,194 770,929 889,855
------- ------- --------- ------- -------
Changes from Participating Unit
Transactions:
Received from 13,884 Units 790,632 8,994,808
Received from Issuance of:
60,250 Units 3,250,009 10,260,650 5,390,741
Payment on Redemption of:
50,173 Units (2,856,256) (17,742,438)
Payment on Redemption of:
136,992 Units (7,388,407) (6,549,187) (12,224,555)
- ------- ---------- ---------- ---------- ---------- -----------
Net Increase (Decrease) from
Participating Unit (4,138,398) (2,065,624) (8,747,630) 3,711,463 (6,833,814)
---------- ---------- ---------- --------- ----------
Participants' Interest at
End of Period 29,046,137 32,446,052 27,963,660 32,446,052 29,046,137
========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
<TABLE>
<CAPTION>
UMB BANK, n.a.
Pooled Income Fund for Employees Trusts
Statement of Assets and Liabilities
6 Months Ending 04/30/99 FY ENDED 10/31/98
COST MARKET COST MARKET
Assets:
<S> <C> <C> <C> <C>
U.S. Government &
& Agency Obligations 16,129,838 16,129,838 14,997,316 14,997,316
Commercial Paper 13,636,691 13,636,691 8,733,926 8,733,926
Other Investments 2,605,258 2,605,258 4,109,585 4,109,585
--------- --------- --------- ---------
Total Investments 32,371,787 32,371,787 27,840,827 27,840,827
========== ==========
Cash 0 0
Interest Receivable 75,659 126,202
Receivable for Securities Sold 0 0
- -
Total Assets 32,447,446 27,967,029
========== ==========
Liabilities:
Audit Fees Payable 1,394 3,369
Payable for Securities Sold 0 0
- -
Total Liabilities 1,394 3,369
----- -----
Participants' Interest:
56.04 Per Unit on 499,036
Units Outstanding 27,963,660
57.37 Per Unit on 565,554
Units Outstanding 32,446,052
---------- ----------
Total Liabilities and Participants' Equity 32,447,446 27,967,029
========== ==========
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. In the opinion of the Trustee, the accompanying unaudited condensed financial
statements contain all adjustments (consisting of normal interim closing
procedures) necessary to present fairly the financial position of the Pooled
Equity, Pooled Debt, and Pooled Income (the "Collective Investment Trusts") as
of April 30, 1999, and October 31, 1998, the results of operations for the
three months ended January 31, 1999 and 1998, and cash flows for the three
months ended April 30, 1999 and 1998.
2. The results of operations for the three months ended April 30, 1999 and
1998, are not necessarily indicative of the results to be expected for the full
year 1999, nor the results experienced for the full year 1998.
3. The accompanying financial statements have been prepared consistently with
accounting principles described more fully in Note 1 to the consolidated
financial statements included in the Trustee's Annual Report on Form 10-K for
the year ended October 31, 1998.
Item 2. Trustee's Discussion and Analysis of Financial Condition and Results of
Operations.
The Dow Jones Industrial Average broke through 10,000 for the first time at the
end of March, but this rise to a record level masked a broad weakness in the
rest of the market.
At that point, there had never been such a gap between the few popular
large-capitalization stocks that dominate the indices and the overall market. On
the day the Dow crossed 10,000, declining issues outnumbered advancing issues by
a large margin and more than 70% of New York Stock Exchange stocks were trading
at least 25% below their 52-week high. Within the Standard & Poor's 500 Index,
there were wide differences in growth. The top 30 stocks in the index accounted
for 98% of its rise.
Then in a swift, stunning turnaround in April, the former mid-cap and small-cap
cyclical laggards handily outperformed the once invincible large-cap growth and
technology stocks. Mutual funds that had produced huge gains the past 18 months
by making big bets on these large-cap stocks fell as a result.
Observers attributed the reversal to a powerful market rotation which led
investors to pull money from the high price/earnings ratio glamour stocks and
move it into inexpensive stocks, primarily cyclical and industrial companies.
The biggest domestic winners were the micro-cap stocks. The economic sectors
that benefited the most were paper, chemical and oil. Some of the biggest
casualties were the highly valued Internet stocks such as America Online, which
was trading at 600 times its trailing year earnings and had a market value
greater than Coca-Cola.
For the quarter ended April 30, 1999, the S & P 500 Index was up 4.67% while the
Value Line Composite increased 3.74% and the Russell 2000 rose 1.69%. However,
for the month of April alone, the S & P 500 Index, Value Line Composite and
Russell 2000 were up 3.87%, 8.98%, and 8.95%, respectively, showing the strength
of the mid-cap, small-cap and cyclical stocks during April.
Stock market rallies in Japan and Brazil surprised global investors during the
quarter. These helped to offset slumping returns on most European exchanges
following the introduction of the Euro as a common currency.
Speculation that Japan's economy may finally be rising after almost a decade of
failure spurred the rally in Tokyo. Foreign investors fueled the Japanese market
rally, with selling from all segments of Japanese stockholders. The enthusiasm
was not dampened even by strong indications that Japan's lengthy recession is
far from over. Foreign buying of Japanese stocks has not been this strong in
five years.
Evidence of inflation was almost non-existent during the quarter. Productivity
gains and low commodity prices in the U.S. helped offset strong economic growth
and a 29-year low in unemployment. Inflation outside the U.S. is low and slowing
in many countries, and some have experienced deflation. Low inflation and the
apparent international economic slowing prompted the Federal Reserve to hold the
benchmark Federal Funds rate steady.
<PAGE>
Despite low inflation, interest rates moved sharply higher during the quarter on
a continuous stream of strong economic reports. February saw the most severe
monthly increase in rates in more than a decade. For example, the 10-year
Treasury bond began the year at a yield of 4.64% and rose to 5.35% by the end of
the quarter.
The signals for the future of the economy and the markets remain mixed. Many
still expect the economy to weaken, while others think consumer buying will
continue to support growth. Global uncertainty, rising interest rates and record
margin debt continue to be concerns for the prudent investor.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable.
Year 2000 Readiness Disclosure
The Year 2000 readiness issue is the result of computer programs that have been
coded to define a year using two digits rather than four. For example, a
substantial number of programs have date sensitive coding which may recognize a
date using "00" as 1900 rather than 2000. If not corrected, this could result in
system failures or miscalculations causing disruptions to the Bank's operations
and financial performance.
The Bank has been actively working on this issue since 1996. A plan was
developed in which Year 2000 issues are divided into two areas--those involving
mission critical functions and those involving non-critical functions. Within
these two areas, applications were further divided into those over which the
Bank had control and those which were controlled by outside vendors.
A five-step plan was then developed involving 1) inventory, 2) solution
planning, 3) renovation, 4) testing, and 5) implementation. This plan addresses
both information technology systems and non-information technology assets such
as equipment containing embedded chips.
The approximate percentage of each type of mission critical application for
which the Bank has completed the respective step of the five-step plan is set
forth below:
<PAGE>
Bank-Controlled Vendor-Controlled
Mission Critical Mission Critical
Inventory 99% 99%
Solution Planning 99% 99%
Renovation 99% 83%
Testing 99% 83%
Implementation 90% 80%
Substantial progress has also been made on the completion of the five step plan
for non-mission critical items; as of April 30, 1999, 94% of all identified
Bank-controlled applications had been completed through the testing stage, and
80% of the vendor-controlled applications had been completed through the testing
stage. Completion of testing is scheduled for June 30, 1999.
The Bank also has made significant steps toward assessing its hardware and is
making substantial progress toward replacing necessary equipment. All mainframe
and mid-range systems are in place, and an inventory of personal computers has
been concluded.
The Bank estimates that the total cost of its Year 2000 project will be
approximately $24 million. Of this amount, $10 million was spent in 1997;
approximately $12 million was spent in 1998, and the remaining $2 million is
projected for 1999. While these numbers are substantial, they include the cost
of a significant number of system replacements that would have been required in
the near future regardless of the Year 2000 issue. These costs are being funded
through operating technology, and the cost of Year 2000 efforts should be viewed
in its context as a significant portion of the Bank's annual information
technology budget. Although the priority given to Year 2000 issues may cause
other information technology projects to be delayed, such delay is not expected
to have a material impact on the Corporation's financial condition, business or
operations.
Year 2000 issues can affect the Bank not only as a result of its own internal
systems, but also as a result of the success of third parties in dealing with
their Year 2000 issues. The Bank has in place a program to investigate and
quantify the Year 2000 issues arising from its relationships with third parties
such as borrowers, vendors, counter parties, issuers of debt and equity
securities in which the Funds may invest, and service providers (e.g. the
federal reserve system, telecommunications providers and electric utilities).
Interfaces and connectivity with these parties and systems also present
significant issues. Because the Funds buy, hold and sell the securities of
various issuers, the state of year 2000 readiness of such issuers is also
important. The bank has established a policy in which, as part of its review and
consideration of issuers whose securities are being considered for purchase by
the Funds, it reviews the portions of the public filings of such issuers that
describe their respective efforts and status relating to Year 2000 readiness.
the Bank does not, however, attempt to independently confirm or verify any of
the representations or
<PAGE>
statements made by such issuers in such filings. There can be no assurance that
each third party will adequately address its Year 2000 issues.
A failure of the Bank to successfully remediate its own Year 2000 problems, or a
failure by counter parties, significant suppliers, customers with substantial
relationships, or failures in the payment system could have a substantial
negative impact on the Bank. In addition, the Bank could face significant
disruptions of business and financial losses if there were failures of
telecommunications systems, utility systems, security clearing systems or other
elements of the financial industry infrastructure. These negative affects could
have a material adverse effect on the Funds. Because of the range of possible
issues associated with the Bank's and third parties' year 2000 issues, and the
large number of variables involved, it is impossible to quantify the potential
consequences or costs of problems that may occur if respective remediation
efforts are not successful.
All of the foregoing is based on the Bank's management's current assessment of
the situation using information available to it. Other factors that might cause
material changes include, but are not limited to, the loss of key personnel and
the ability to respond to unforeseen complications. Because the Bank's Year 2000
efforts are not entirely complete, and due to its reliance on business partners,
vendors, customers, utilities, telecommunications providers and others, the
outcome of Year 2000 readiness is uncertain and such issues may have a material
adverse effect on the Bank's, as well as the Funds', future financial condition
and future operating results.
The Bank continues to develop contingency plans to address failures due to Year
2000 issues relating to, among other things, its operations, physical locations,
products, suppliers, and public infrastructure. The Bank's contingency planning
includes remediation contingency plans and business resumption contingency
plans. Remediation contingency plans are designed to address alternative courses
of action in the event remediation of a mission critical system falls behind
schedule or is not successfully remediated. Remediation contingency planning is
substantially complete. Business resumption contingency plans are designed to
address Year 2000 problems that could arise even though the Bank and third
parties have completed remediation. The Bank's Year 2000 business resumption
contingency planning includes event plans for each functional department,
documented back-up procedures in the event of a failure, identification of
supplies, materials and processes that must be on hand in the event the plan is
activated and coordination of personnel. Business resumption planning is well
under way and will continue through the first two quarters of 1999.
Notwithstanding extensive contingency planning, the failure of certain mission
critical third parties, such as utilities, telecommunications providers,
transportation service providers or certain governmental entities could
adversely affect the Bank and the Funds.
Safe Harbor Statement
The above statements regarding Year 2000 readiness, including, without
limitation, statements as to the Bank's expectations and beliefs presented
above, are forward-looking statements. Forward-looking statements are made based
upon the Bank's expectations and belief
<PAGE>
concerning future developments and their potential effect upon the Bank and the
Funds. There can be no assurance that future developments will be in accordance
with the Bank's expectations or that the effect of future developments on the
Bank or the Funds will be those anticipated by the Bank.
The Bank wishes to caution readers that the assumptions which form the basis for
forward-looking statements with respect to or that may impact earnings on the
units of the Funds include many factors that are beyond the Bank's ability to
control or estimate precisely. These risks and uncertainties include, but are
not limited to, the impact of competition in the banking and financial services
industry; changes in the pricing of the services of the Bank or its competitors;
the loss of a significant customer or supplier; disruptions in operations due to
failures of telecommunications systems, utility systems, security clearing
systems, or other elements of the financial industry infrastructure; the
unanticipated costs and disruption in operations due to Year 2000 non-compliance
of both the Bank and the companies in which the Funds hold debt or equity
interests; the costs and other effects of complying with regulatory
requirements; the cost and other effects of legal and administrative cases and
proceedings, settlements and investigations; and changes in U.S. or
International economic or political conditions, such as inflation or
fluctuations in interest or foreign exchange rates.
While the Bank periodically reassesses material trends and uncertainties
affecting the Fund's results of operations and financial condition in connection
with its preparation of management's discussion and analysis contained in the
Funds' annual and quarterly reports, the Bank does not intend to review or
revise any particular forward-looking statement referenced herein in light of
future events.
<PAGE>
PART II -- OTHER INFORMATION
________________________________
Item 1. Legal Proceedings.
Not applicable.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. The numbers set forth below correspond to the exhibit number in
Item 601 of Regulation S-K.
(2) Plan of Acquisition, reorganization, arrangement, liquidation or succession.
Not applicable.
(3) Articles of Incorporation and Bylaws.
Not applicable.
(4) Instrument Defining the Rights of Security Holders, Including Indentures.
Not applicable.
(10) Material Contracts.
Not applicable.
<PAGE>
(11) Statement re Computation of Per Share Earnings.
Not applicable.
(15) Letter re Unaudited Interim Financial Information.
Not applicable.
(18) Letter re Change in Accounting Principles.
Not applicable.
(19) Report Furnished to Security Holders.
Not applicable.
(22) Published Report Regarding Matters Submitted to Security Holders.
Not applicable.
(23) Consents of Experts and Counsel.
Not applicable.
(24) Power of Attorney.
Not applicable.
(27) Financial Data Schedule.
27.1 - Pooled Income Fund
27.2 - Pooled Equity Fund
27.3 - Pooled Debt Fund
(99) Additional Exhibits.
None.
(b) Reports on Form 8-K.
No report on Form 8-K was required to be filed during the three
months ended April 30, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
The Collective Investment Trusts for Which
UMB Bank, n.a. is Trustee
(Registrant)
by UMB Bank, n.a. as trustee
Date: May 9, 1999 By: /s/Steve Campbell
---------------------------
Steve Campbell
Senior Vice President
By: /s/E. Frank Ware
--------------------------
E. Frank Ware
Executive Vice President and
Trust Accounting Officer
<PAGE>
INDEX TO EXHIBITS
27.1 Financial Data Schedule for Pooled Income Fund
27.2 Financial Data Schedule for Pooled Equity Fund
27.3 Financial Data Schedule for Pooled Debt Fund
<PAGE>
27.1 ARTICLE 5 FDS - POOLED INCOME
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED
FINANCIAL STATEMENTS FOR THE 6 Months Ending April 30, 1999, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
PERIOD-TYPE 3-MOS 6-MOS
FISCAL-YEAR END OCT-31-1999 OCT-31-1999
PERIOD-END APR-30-1999 APR-30-1999
CASH 0 0
SECURITIES 32,371,787 32,371,787
RECEIVABLES 75,659 75,659
ALLOWANCES 0 0
INVENTORY 0 0
CURRENT-ASSETS 0 0
PP&E 0 0
DEPRECIATION 0 0
TOTAL-ASSETS 32,447,446 32,447,446
CURRENT-LIABILITIES 1,394 1,394
BONDS 0 0
PREFERRED-MANDATORY 0 0
PREFERRED 0 0
COMMON 0 0
OTHER-SE 32,446,052 32,446,052
TOTAL-LIABILITY-AND-EQUITY 32,447,446 32,447,446
SALES 0 0
TOTAL-REVENUES 0 0
CGS 0 0
TOTAL-COST (866) (1,724)
OTHER-EXPENSE 0 0
LOSS-PROVISION 0 0
INTEREST-EXPENSE 0 0
INCOME-PRETAX 0 0
INCOME-TAX 0 0
INCOME-CONTINUING 0 0
DISCONTINUED 0 0
EXTRAORDINARY 0 0
CHANGES 0 0
NET-INCOME 0 0
EPS-PRIMARY $0.00 $0.00
EPS-DILUTED $0.00 $0.00
<PAGE>
27.2 ARTICLE 5 FDS - POOLED EQUITY
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED
FINANCIAL STATEMENTS FOR THE 6 Months Ending April 30, 1999, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
PERIOD-TYPE 3-MOS 6-MOS
FISCAL-YEAR END OCT-31-1999 OCT-31-1999
PERIOD-END APR-30-1999 APR-30-1999
CASH 0 0
SECURITIES 198,916,457 198,916,457
RECEIVABLES 2,274,841 2,274,841
ALLOWANCES 0 0
INVENTORY 0 0
CURRENT-ASSETS 0 0
PP&E 0 0
DEPRECIATION 0 0
TOTAL-ASSETS 201,191,298 201,191,298
CURRENT-LIABILITIES 1,580,424 1,580,424
BONDS 0 0
PREFERRED-MANDATORY 0 0
PREFERRED 0 0
COMMON 0 0
OTHER-SE 199,610,874 199,610,874
TOTAL-LIABILITY-AND-EQUITY 201,191,298 201,191,298
SALES 0 0
TOTAL-REVENUES 20,162,451 26,784,646
CGS 0 0
TOTAL-COST 0 0
OTHER-EXPENSE (2,938) (5,279)
LOSS-PROVISION 0 0
INTEREST-EXPENSE 0 0
INCOME-PRETAX 18,791,084 23,865,555
INCOME-TAX 0 0
INCOME-CONTINUING 18,791,084 23,865,555
DISCONTINUED 0 0
EXTRAORDINARY 0 0
CHANGES 0 0
NET-INCOME 18,791,084 23,865,555
EPS-PRIMARY $10.39 $13.19
EPS-DILUTED $10.39 $13.19
<PAGE>
27.3 ARTICLE 5 FDS - POOLED DEBT
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED
FINANCIAL STATEMENTS FOR THE 6 Months Ending April 30, 1999, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
PERIOD-TYPE 3-MOS 6-MOS
FISCAL-YEAR END OCT-31-1999 OCT-31-1999
PERIOD-END APR-30-1999 APR-30-1999
CASH 0 0
SECURITIES 110,239,040 110,239,040
RECEIVABLES 1,878,836 1,878,836
ALLOWANCES 0 0
INVENTORY 0 0
CURRENT-ASSETS 0 0
PP&E 0 0
DEPRECIATION 0 0
TOTAL-ASSETS 112,117,876 112,117,876
CURRENT-LIABILITIES 1,248 1,248
BONDS 0 0
PREFERRED-MANDATORY 0 0
PREFERRED 0 0
COMMON 0 0
OTHER-SE 112,116,628 112,116,628
TOTAL-LIABILITY-AND-EQUITY 112,117,876 112,117,876
SALES 0 0
TOTAL-REVENUES (755,220) 54,110
CGS 0 0
TOTAL-COST 0 0
OTHER-EXPENSE (2,361) (2,148)
LOSS-PROVISION 0 0
INTEREST-EXPENSE 0 0
INCOME-PRETAX (2,506,624) (3,536,861)
INCOME-TAX 0 0
INCOME-CONTINUING (2,506,624) (3,536,861)
DISCONTINUED 0 0
EXTRAORDINARY 0 0
CHANGES 0 0
NET-INCOME (2,506,624) (3,536,861)
EPS-PRIMARY ($1.64) ($2.31)
EPS-DILUTED ($1.64) ($2.31)
