-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P64B2lwXMFv6ukkI5pGYJiIMDGsNuX92RqsaLExpbcwEGWrzyMYpn6DwWPF22SWw Npx5F99z9myvnIG46wQ8Kw== 0000101382-98-000013.txt : 19981019 0000101382-98-000013.hdr.sgml : 19981019 ACCESSION NUMBER: 0000101382-98-000013 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19981016 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UMB FINANCIAL CORP CENTRAL INDEX KEY: 0000101382 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 430903811 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-04887 FILM NUMBER: 98726648 BUSINESS ADDRESS: STREET 1: 1010 GRAND AVE CITY: KANSAS CITY STATE: MO ZIP: 64106 BUSINESS PHONE: 8168607000 MAIL ADDRESS: ZIP: ----- FORMER COMPANY: FORMER CONFORMED NAME: UNITED MISSOURI BANCSHARES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MISSOURI BANCSHARES INC DATE OF NAME CHANGE: 19710915 11-K 1 UMB PROFIT SHARING AND 401(K) SAVINGS PLAN SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission file number 000-04887 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: UMB PROFIT SHARING AND 401(k) SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: UMB FINANCIAL CORPORATION 1010 GRAND BOULEVARD KANSAS CITY, MO 64106 REQUIRED INFORMATION The following financial statements have been prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974, as amended: 1. Audited Statements of Net Assets Available for Benefits, December 31, 1997 and 1996. 2. Audited Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 1997, 1996 and 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized on this 15th day of October, 1998. UMB PROFIT SHARING AND 401(K) SAVINGS PLAN /s/James W. Rawlings By: James W. Rawlings Title: Chairman of the Administrative Committee of the Plan - ------------------------------------------------------------------------------- UMB Profit Sharing and 401(k) Savings Plan Financial Statements as of December 31, 1997 and 1996, and for Each of the Three Years in the Period Ended December 31, 1997, and Independent Auditors' Report UMB PROFIT SHARING AND 401(k) SAVINGS PLAN TABLE OF CONTENTS - ------------------------------------------------------------------------------ Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 AND 1996, AND FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997: Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4-10 SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1997: Item 27a - Schedule of Assets Held for Investment Purposes 11 Item 27d - Schedule of Reportable Transactions 12 Note: Certain supplemental schedules required by the rules and regulations of the Department of Labor are omitted because of the absence of conditions under which they are required. INDEPENDENT AUDITORS' REPORT Administrative Committee UMB Profit Sharing and 401(k) Savings Plan Kansas City, Missouri We have audited the accompanying statements of net assets available for benefits of UMB Profit Sharing and 401(k) Savings Plan (the "Plan") as of December 31, 1997 and 1996, and the related statements of changes in net assets available for benefits for each of the three years in the period ended December 31, 1997. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1997 and 1996, and the change in net assets available for benefits for the three years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1997 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. July 2, 1998 UMB PROFIT SHARING AND 401(k) SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1997 AND 1996 - --------------------------------------------------------------------------------
1997 1996 ASSETS: Investments, at fair value: Equity in common collective trust funds ...... $53,855,299 $50,185,085 Equity in mutual funds ....................... 15,195,820 9,172,342 Participant loans (outstanding principal approximates fair value) ................... 2,278,258 2,148,446 Other assets ................................. 100,000 100,000 Total investments ..................... 71,429,377 61,605,873 Receivables: Employer contributions ....................... 447,933 266,234 Interest ..................................... 11,375 11,977 Total receivables ..................... 459,308 278,211 Total assets .......................... 71,888,685 61,884,084 LIABILITIES - Refundable excess contributions ................ 36,325 95,733 NET ASSETS AVAILABLE FOR BENEFITS ................ $71,852,360 $61,788,351
See notes to financial statements. UMB PROFIT SHARING AND 401(k) SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995 ADDITIONS: Investment income: Net appreciation in fair value of investment in common collective trust funds ................. $ 8,290,892 $ 4,360,555 $ 7,700,678 Net appreciation in fair value of investments in mutual funds .................................. 1,360,218 721,976 625,716 Net depreciation in estimated fair value of other assets ........................................ (45,000) Interest and dividends .......................... 874,800 640,290 551,392 10,525,910 5,722,821 8,832,786 Contributions: Employer ........................................ 447,933 266,234 145,429 Employees' ...................................... 5,018,501 4,149,102 3,644,851 5,466,434 4,415,336 3,790,280 Transfers from The ESOP of UMB .................... 33,334 46,189 76,430 Total additions .......................... 16,025,678 10,184,346 12,699,496 DEDUCTIONS: Benefit payments .................................. 5,959,679 5,608,539 6,167,605 Other expenses .................................... 1,990 2,481 15,580 Total deductions ......................... 5,961,669 5,611,020 6,183,185 NET ADDITIONS ....................................... 10,064,009 4,573,326 6,516,311 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR ................................. 61,788,351 57,215,025 50,698,714 NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR ....................................... $ 71,852,360 $ 61,788,351 $ 57,215,025
See notes to financial statements. UMB PROFIT SHARING AND 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 - -------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation - The accompanying financial statements are presented on the accrual basis of accounting. Investments - Investments are stated at aggregate fair value. The fair value of the investments owned by the UMB Profit Sharing and 401(k) Savings Plan (the "Plan") in the common collective trusts is based on quoted redemption values on the last business day of the Plan year. Investments in mutual funds are valued at the last reported bid price on the last business day of the Plan year. For participant loans which do not have an established fair value, management estimates that the outstanding principal amount of the participant loans approximates fair value. Investments in other assets are valued at contract value or estimated fair value. The change in the difference between fair value at the end of the year and beginning fair value or, for those investments purchased during the year, the cost of investments, is reflected in the statements of changes in net assets available for benefits as net appreciation in fair value of investments. Substantially all of the Plan assets are in funds offered by UMB Bank, n.a., the plan administrator. The credit worthiness of those funds is monitored periodically by Plan management. Costs and Expenses - All costs and expenses incurred with regard to the purchase, sale or transfer of investments and other assets in connection with the operations of the Plan are borne by the Plan. Administrative expenses are paid by the sponsoring employer. During 1997, 1996 and 1995, the Plan incurred $1,990, $2,481 and $15,580, respectively, of other expenses related to property taxes and insurance paid for an investment in real estate and other administrative expenses, respectively. Benefits Payable - As of December 31, 1997 and 1996, net assets available for benefits included benefits that were approved but not yet processed of $196,126 and $469,285, respectively, due to participants who have withdrawn from participation in the Plan. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. 2. PLAN DESCRIPTION The following is a brief description of the Plan; however, the Summary Plan Description should be referred to for a more detailed description. The Plan is a defined contribution plan covering substantially all employees and provides for retirement, disability and death benefits. The employers (UMB Financial Corporation and affiliates) have agreed to voluntarily contribute an amount equal to the lesser of 8% of consolidated net income or the maximum amount which could be contributed without reducing consolidated net income below 8% of shareholders' equity. Employer contributions as computed above (profit sharing contributions) are divided between the UMB Profit Sharing and 401(k) Savings Plan and The ESOP of UMB, at the discretion of the Board of Directors of UMB Financial Corporation. All such employer profit sharing contributions were allocated to The ESOP of UMB in 1997, 1996 and 1995. Although they have not expressed any intention to do so, the Board of Directors of UMB Financial Corporation, (the "Plan Sponsor"), has the right under the Plan to increase or decrease the amount calculated by the above formula and the right to terminate the Plan at any time. In the event of termination, the Plan provides that its net assets be used to pay all expenses and benefits due and to distribute the remaining assets among the Plan participants based upon the individual percentage of fund dollars to the total fund dollars. The Plan provides that employees with one full year of continuous service become eligible to participate in the Plan. Participants are fully vested after five years of completed service. Employer contributions and forfeitures are allocated annually to participants based on compensation, subject to certain limits. Under the Plan, participants can elect to make contributions on a pre-tax basis, equal to not less than 1% or more than 10% of their compensation. Employees that are regularly scheduled to perform twenty or more hours of service for the employer are eligible to make contributions. Elective deferral contributions are fully vested and nonforfeitable. Beginning in 1995, the Plan allows for matching contributions by the employer to be determined from year to year by the Board of Directors of UMB Financial Corporation at its discretion. Employer matching 401(k) contributions of $447,933, $266,234 and $145,429, respectively, were made to the Plan in 1997, 1996 and 1995. A participant may withdraw all or a portion of voluntary contributions subject to Administrative Committee approval. Employees are not allowed to withdraw any portion of the employer contributions. Participants are also able to transfer their account balances from The ESOP of UMB to the Plan if the participant is between the ages of 55 and 59. The Plan provides for interest-bearing, secured loans to be made to participants not to exceed the greater of 50% of the participant's portion of their accumulated benefit or $50,000, reduced by the excess, if any, of the highest outstanding balance of loans to the participant during the one-year period ending on the day before the date on which the loan is made over the outstanding balance of loans of the participant from the Plan on the date which such loan is made. Additionally, all loans are made for a period of less than five years unless proceeds of such loan are exclusively used for the acquisition of a dwelling unit to be used as the principal residence of the participant. Interest rates are fixed at one percent above the prime rate for commercial loans at the date of issue. 3. FUND INVESTMENT The Plan has been designed to permit each participant to choose the type of investment which best satisfies the participant's requirements among the six available funds as follows: The prospectus for Fund A states that its assets are intended to be invested in a diversified portfolio of approximately 50% equity investments and approximately 50% debt securities (including participant loans). The prospectus for Fund B states that its assets are intended to be invested entirely in short-term debt securities. The prospectus for Fund C states that its assets are intended to be invested entirely in a diversified portfolio of equity securities and real estate. The prospectus for Fund D states that its assets are intended to be invested in long-term fixed income securities. The prospectus for Fund E states that its assets are intended to be invested in a diversified portfolio of equity investments in small capitalization companies. The prospectus for Fund F states that its assets are intended to be invested in a diversified portfolio of equity investments in large capitalization companies. Additionally, each fund contains money market funds to facilitate the transfer of assets. Plan participants may direct that their interests in the Plan be invested in any of the six designated investment funds, except that no more than 25% of a participants' account may be allocated to Fund E or Fund F. Additionally, participants are allowed to change their designated investment fund or funds throughout the year as they desire. Net additions (deductions) to net assets available for benefits for the year ended December 31, 1997, 1996 and 1995 by fund are as follows:
Non-Participant Participant-Directed Directed Fund A B C D E F Administrative Total December 31, 1997: Investment income $ 2,932,082 $ 239,283 $ 4,898,337 $ 345,109 $1,037,859 $1,071,219 $ 2,021 $10,525,910 Employer contributions 76,560 17,766 173,425 19,940 60,082 100,160 447,933 Employee contributions 1,400,393 340,362 1,965,778 239,225 462,462 611,679 (1,398) 5,018,501 Benefit payments (5,959,679) (5,959,679) Other expenses (1,990) (1,990) Interfund transfers, net (4,207,368) (896,646) (2,826,421) (852,383) 513,303 2,268,424 6,001,091 Transfers from The ESOP of UMB 17,119 6,486 6,486 3,243 33,334 ---------- --------- ---------- --------- --------- --------- ------ ---------- Net additions (deductions) to net assets available for plan benefit 218,786 (292,749) 4,215,615 (244,866) 2,073,706 4,051,482 42,035 10,064,009 Net assets available for plan benefits, beginning of year 20,613,045 4,259,657 23,359,995 4,286,048 4,253,724 4,969,916 45,966 61,788,351 ---------- --------- ---------- --------- --------- --------- ------ ---------- Net assets available for plan benefits, end of year $20,831,831 $3,966,908 $27,575,610 $4,041,182 $6,327,430 $9,021,398 $ 88,001 $71,852,360 =========== ========== =========== ========== ========== ========== =========== ===========
Non-Participant Participant-Directed Directed Fund A B C D E F Administrative Total December 31, 1996: Investment income $ 1,647,946 $ 221,945 $ 2,531,816 $ 148,065 $ 448,443 $ 722,209 $ 2,397 $ 5,722,821 Employer contributions 69,230 15,441 177,520 18,271 51,766 54,811 387,039 Employee contributions 1,090,519 294,469 1,697,933 207,581 346,535 391,260 4,028,297 Benefit payments (5,608,539) (5,608,539) Other expenses (2,481) (2,481) Interfund transfers, net (3,020,772) (812,056) (1,222,781) (732,885) 89,684 69,169 5,629,641 Transfers from The ESOP of UMB 21,664 9,810 9,810 4,905 46,189 ---------- --------- ---------- --------- --------- --------- --------- ---------- Net additions (deductions) to net assets available for plan benefits (191,413) (270,391) 3,194,298 (354,063) 936,428 1,237,449 21,018 4,573,326 Net assets available for plan benefits, beginning of year 20,804,458 4,530,048 20,165,697 4,640,111 3,317,296 3,732,467 24,948 57,215,025 ---------- --------- ---------- --------- --------- --------- ------ ---------- Net assets available for plan benefits, end of year $20,613,045 $ 4,259,657 $ 23,359,995 $ 4,286,048 $ 4,253,724 $ 4,969,916 $ 45,966 $ 61,788,351 =========== =========== ============ =========== =========== =========== ======== ============
Non-Participant Participant-Directed Directed Fund A B C D E F Administrative Total December 31, 1995: Investment income $ 3,289,754 $ 277,213 $ 3,571,944 $ 696,194 $ 526,033 $ 470,716 $ 932 $ 8,832,786 Employer contributions 31,032 9,139 66,814 6,425 13,996 18,023 145,429 Employee contributions 1,076,709 288,542 1,449,059 217,570 278,064 334,907 3,644,851 Benefit payments (6,167,605) (6,167,605) Other expenses (8,293) (7,287) (15,580) Interfund transfers, net (2,972,889) (781,709) (1,666,647) (763,352) (34,027) 73,692 6,144,932 Transfers from The ESOP of UMB 55,227 2,068 10,457 2,068 3,914 2,696 76,430 ---------- --------- ---------- --------- --------- --------- ------ ---------- Net additions (deductions) to net assets available for plan benefits 1,479,833 (204,747) 3,423,334 158,905 787,980 900,034 (29,028) 6,516,311 Net assets available for plan benefits, beginning of year 19,324,625 4,734,795 16,742,363 4,481,206 2,529,316 2,832,433 53,976 50,698,714 ---------- --------- ---------- --------- --------- --------- ------ ---------- Net assets available for plan benefits, end of year $ 20,804,458 $4,530,048 $ 20,165,697 $4,640,111 $3,317,296 $3,732,467 $ 24,948 $ 57,215,025 ============ ========== ============ ========== ========== ========== ======== ============
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.
1997 --------------------------------------- Number Fair of Units Cost 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: Debt Fund ................................... 177,168 $ 7,020,451 $11,909,528 Equity Fund ................................. 404,795 15,012,740 37,576,688 Income Fund ................................. 73,554 2,807,943 3,929,264 Scout Regional Fund ......................... 527,056 5,367,079 6,266,693 Scout World Wide Fund ....................... 557,374 7,204,994 8,929,127 1996 ----------- Number Fair of Units Cost Value Debt Fund .................................. 195,743 $ 7,715,998 $12,108,895 Equity Fund ................................ 436,638 16,302,635 33,283,992 Income Fund ................................ 83,911 3,112,133 4,241,513 Scout Regional Fund ........................ 405,465 3,869,410 4,229,005 Scout World Wide Fund ...................... 354,615 3,861,128 4,943,337
5. INCOME TAX STATUS The Plan has obtained a determination letter, dated September 21, 1995, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. The plan administrator believes that the Plan is being operated in compliance with the applicable requirements of the Internal Revenue Code and that, therefore, the Plan continues to qualify under Section 401(a) of the Code as of December 31, 1997. 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: December 31, 1997 1996 Net assets available for benefits per the financial statements $71,852,360 $61,788,351 Amounts allocated to withdrawing participants (196,126) (469,285) ----------- ----------- Net assets availiable for benefits per the Form 5500 $71,656,234 $61,319,066 ============ =========== The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year Ended December 31, 1997 Benefits paid to participants per the financial statements $5,959,679 Add: Amounts allocated to withdrawing participants at December 31, 1997 196,126 Less: Amounts allocated to withdrawing participants at December 31, 1996 (469,285) ------------- Benefits paid to participants per the Form 5500 $5,686,520 ============= Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date. 7. SUBSEQUENT EVENT During the summer of 1998, a significant decline occurred in global capital markets, including the United States equity market. This decline could have an impact on the fair value of the Plan's investment subsequent to December 31, 1997. ****** UMB PROFIT SHARING AND 401(k) SAVINGS PLAN Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1997
(a) (b) (c) (d) (e) Description Issuer of Investment Cost Fair Value Equity in common collective trust funds and mutual funds (administered by UMB Bank, n.a.): * Debt Fund 177,168 units $ 7,020,451 $ 11,909,528 * Equity Fund 404,795 units 15,712,040 37,576,688 * Income Fund 73,554 units 2,807,943 3,929,264 * Scout Regional Fund 527,056 units 5,367,079 6,266,693 * Scout World Wide Fund 557,374 units 7,204,994 8,929,127 * Money Market Fund 439,819 units 439,819 439,819 38,552,326 69,051,119 * Participant loans 2,278,258 2,278,258 Investment in real estate 100,000 100,000 $40,930,584 $ 71,429,377
* Represents "party-in-interest" Note: Participant loans are due at various maturity dates ranging from one to five years and contain interest rates ranging from 6% to 8.5%. UMB PROFIT SHARING AND 401(k) SAVINGS PLAN Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1997
(a) (b) (c) (d) (e) (f) (g) Current Value Identity of Asset on Net of Party Description Purchase Selling Cost of Transaction Gain or Involved of Asset Price Price Asset Date (Loss) Series Transactions UMB Bank, n.a. Money Market Fund 307 purchases $ 11,176,073 $ 11,176,073 $ 11,176,073 UMB Bank, n.a. Money Market Fund 275 sales $ 11,344,996 11,344,996 11,344,996 Single Transactions None
Note: All transactions are in funds administered by UMB Bank, n.a., a party-in-interest. -----END PRIVACY-ENHANCED MESSAGE-----