Prospectus Supplement No. 1 Filed pursuant to Rule 424(b)(3)
(To Prospectus dated November 13, 1995) Registration Statement No. 033-64171
300,000 Shares
UMB Financial Corporation
Common Stock
________________
Dividend Reinvestment and Employee Direct Stock Purchase Plan
_________________
You should read this prospectus carefully so you will understand the features
of the Plan and how to participate in the Plan. You should keep a copy of
this prospectus for future reference.
_________________
UMB Financial Corporation ("UMB") offers you the opportunity to
participate in its Dividend Reinvestment and Employee Direct Stock Purchase Plan
(the "Plan"). The Plan is a convenient way to
o Purchase shares of UMB's common stock.
o Reinvest all or some of your cash dividends in additional shares.
o Deposit your stock certificates for safekeeping.
This prospectus supplement amends, restates and supersedes the prospectus
dated November 13, 1995, relating to the Plan. If you are currently enrolled in
the Plan, your enrollment will continue uninterrupted in the Plan. All
registered shareholders and employees of UMB and its affiliates are eligible to
participate in the Plan. UMB's common stock is listed on the NASDAQ National
Market System under the symbol "UMBF." Some of the significant features of the
Plan are:
o You may decide whether or not to participate in the Plan, and you may
terminate your participation at any time.
o You may purchase shares of UMB common stock by making optional cash
payments in any amount, from a minimum payment of $25 to a maximum of
$3,000 per quarter.
o You may purchase additional shares of UMB common stock by
automatically reinvesting some or all of your cash dividends in our
common stock.
o UMB will pay all of the costs of administration of the Plan and will
pay your brokerage fees, if any, in connection with stock purchases.
o The purchase price for shares of common stock purchased from UMB
pursuant to the Plan will be the average of the daily high and low
prices of the common stock as reported on the NASDAQ for the five (5)
trading days before the applicable investment date.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
SECURITIES PURCHASED OR HELD UNDER THE TERMS OF THE PLAN ARE NOT SAVINGS
OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR NON-BANK SUBSIDIARY OF
UMB, AND THEY ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
BANK INSURANCE FUND OR ANY GOVERNMENT AGENCY AND MAY LOSE VALUE.
The date of this prospectus supplement is August 27, 2004
UMB FINANCIAL CORPORATION
UMB Financial Corporation, a Missouri corporation ("UMB"), is a registered
bank holding company and a financial holding company under the Bank Holding
Company Act. UMB is supervised and examined by the Federal Reserve Board.
Through its subsidiaries, UMB provides a variety of lending and financial
services to individuals, businesses and government entities in the States of
Missouri, Kansas, Colorado, Nebraska, Illinois, Oklahoma, Wisconsin, South
Dakota and Arizona. UMB's principal executive offices are located at 1010 Grand
Boulevard, Kansas City, Missouri 64106. Its telephone number is (816) 860-7000.
DESCRIPTION OF THE PLAN
The following questions and answers constitute the Plan in its entirety.
Purpose
1. What is the Plan's purpose?
The primary purpose of the Plan is to provide eligible UMB shareholders
with a convenient and cost-effective way to increase their investment in UMB by
investing cash dividends and optional cash payments in additional UMB shares.
The Plan also provides an economical and convenient method for UMB employees to
become shareholders and to increase their investment in UMB.
The Plan Administrator may buy shares of UMB common stock on the open
market or directly from UMB. If the Plan Administrator buys from UMB, the Plan
has the added benefit of providing UMB with additional funds for general
corporate purposes.
The Plan is intended for the benefit of long-term investors and not for
the benefit of individuals or institutions who engage in short-term trading
activities which cause temporary fluctuations in the composite trading volume
and market price of shares.
Advantages
2. What are the advantages of the Plan?
o You may acquire additional UMB shares by having all or part of
your UMB common stock dividends automatically reinvested in
additional shares of UMB common stock, without commissions or
service fees.
o You may increase your holdings in UMB common stock by making
purchases in a variety of ways - by check, payroll deduction (if
you are employed by UMB or one of its affiliates) or monthly
automatic deductions directly from your U.S. bank account,
without commissions or service fees.
o You may purchase UMB common stock in whole dollar amounts, rather
than a specific quantity of shares, with the appropriate number
of full and fractional shares credited to your account.
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o You may deposit common stock certificates into your account and
have your ownership of common stock maintained in book-entry
form.
o You will receive regular statements indicating activity in your
account.
Plan Administrator
The administrator of the Plan is UMB Bank, N.A. (the "Plan
Administrator"), the transfer agent for UMB stock. Shares of common stock
purchased under the Plan are held by UMB Bank, N.A. as your agent. For
information about the Plan, contact UMB Bank, N.A. at:
UMB Bank, N.A.
Securities Transfer Division
P.O. Box 410064
Kansas City, MO 64141-0064
Telephone: (816) 860-7888 or 800-884-4225 (toll free)
Fax: (816) 860-3963
You may contact the Plan Administrator by electronic mail at
stock.transfer@umb.com. You can visit our web site at
www.umb.com/business/shareholder. You can also view your shareholder account
at http://shareholderview.umb.com. You will need to obtain an initial
password by contacting the Plan Administrator at the telephone number above.
Participation
3. Who is eligible to participate in the Plan?
Record Owners. If you own UMB stock in your own name as a "record
owner," you are eligible to participate in the Plan.
Beneficial Owners. You are a "beneficial owner" if your stock is held
in a brokerage account or in the name of a broker, bank or other nominee. If you
are a beneficial owner, you may participate in the Plan in one of two ways:
o You may participate directly in the dividend reinvestment feature
of the Plan by becoming a record owner. You may arrange this by
having one or more shares of UMB stock transferred into your name
from that of your broker, bank or other nominee, or
o You may ask the broker, bank or other nominee who is the record
owner to participate on your behalf. Except for instructions
received from brokers and bank nominees, the Plan Administrator
cannot recognize instructions received from anyone acting as an
agent on your behalf in the Plan.
Employees. If you are an employee of UMB or one of its affiliates,
you are eligible to participate in the Plan.
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4. Are there limitations on participation in the Plan other than those
described above?
We may, for any reason or no reason, decide not to allow you to
participate in the Plan even if you qualify for participation in this Plan. For
example, some stockholders or employees may be residents of jurisdictions in
which UMB determines that it may not be legally or economically practical to
offer UMB stock under this Plan. UMB may preclude residents of those
jurisdictions from participating in this Plan. UMB reserves the right to modify,
suspend or terminate your participation in the Plan in order to eliminate
practices that UMB believes are inconsistent with the purposes of the Plan.
You may not transfer your right to participate in this Plan except by
transferring your interest in UMB stock to another person.
5. How do I participate in the Plan?
If you are a record owner of UMB stock, you may join the Plan by
completing and signing an Authorization Form and returning it to the Plan
Administrator.
If you are a beneficial owner and wish to join the Plan, you must contact
your bank, broker or other nominee to arrange participation in the Plan on your
behalf. To facilitate participation by beneficial owners, UMB has made
arrangements with the Plan Administrator to reinvest dividends and accept
optional cash payments under the stock purchase feature of this Plan by record
owners such as brokers, banks and other nominees, on behalf of beneficial
owners. Alternatively, you may simply request that the number of shares of UMB
stock you wish to be enrolled in this Plan be reregistered by the bank, broker
or other nominee in your name as record owner. You can then participate in the
Plan directly.
If you are an employee of UMB or one of its affiliates, you may join the
Plan by completing and signing an Authorization Form and returning it, together
with a minimum initial investment of $25, to the Plan Administrator. You can
make your investments by personal check or money order payable to UMB Bank, N.A.
Do Not Send Cash. Once you are enrolled in the Plan, you may also make your
investments by automatic payroll deduction (if you are an employee of UMB or one
of its affiliates) or monthly automatic deductions from your U.S. bank account,
as described on the Authorization Form. You may also make monthly investments by
check.
Your participation in the Plan begins when the Plan Administrator accepts
your properly completed and signed Authorization Form. In order to participate
in a particular dividend, your enrollment must be effective on or before the
record date established for such dividend. If the Authorization Form is accepted
after that record date, your enrollment will be effective for the next
investment period, although you will still be a Plan participant.
6. When may I enroll in the Plan?
If you are eligible to participate in the Plan (as described in Question 3
above), you may enroll in the Plan at any time. Once enrolled, you remain
enrolled until your participation is terminated at your request or by UMB.
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Investment Options
7. What investment options are available under the Plan?
Your investment options under the Plan are listed on the Authorization
Form. You can indicate which features of the Plan you will use by checking the
appropriate box on the Authorization Form.
(a) Full Reinvestment of Dividends: Select this option if you wish to
reinvest all dividends on all UMB stock registered in your name. You may
also make optional cash payments.
(b) Partial Reinvestment of Dividends: Select this option if you wish
to reinvest the dividends on a specific percentage of shares of UMB stock
registered in your name. Dividends on remaining shares will be paid to you
in cash or by direct deposit. You may also make optional cash payments.
(c) Optional Cash Payments Only: Select this option if you wish to
participate in the Plan by making optional cash payments. You will receive
cash dividends (if and to the extent declared by UMB's board of directors)
on all UMB stock registered in your name.
IMPORTANT:
o If you return a properly signed Authorization Form to the Plan
Administrator without any boxes checked, the Plan Administrator will not
process the form and will return it to you to select an investment
option.
o The Plan Administrator will not process your Authorization Form if the
form does not have the proper signature(s).
8. Are there any fees or expenses to enroll in the Plan or in connection
with purchases under the Plan?
You will not pay any fees or expenses to enroll in the Plan. UMB pays all
fees of UMB Bank, N.A. for administering the Plan. You will not pay any
brokerage commissions, service charges or fees on shares that you purchase under
the Plan.
9. How do I make optional cash payments?
Optional cash payments allow you to purchase more shares than you could
otherwise purchase by only reinvesting your cash dividends. You may buy shares
of our common stock with optional cash payments after you submit a properly
signed Authorization Form. The Plan Administrator will use your optional cash
payment to purchase common stock for your Plan account after it receives your
cash payment. You have no obligation to make optional investments.
You may invest optional cash payments even if you have not chosen to
reinvest your cash dividends. If you choose to make only optional cash payments,
UMB will pay you cash
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dividends when and as declared on any shares of UMB stock registered in your
name, as well as on full and fractional shares held in your Plan account.
You may make your first optional cash payment when you enroll by enclosing
a check or money order, in the amount of at least $25, and returning it,
together with the Authorization Form, to the Plan Administrator. Checks should
be made payable to UMB Bank, N.A. Once you are enrolled in the Plan, you may
make optional cash payments by completing the tear-off remittance portion
attached to your account statement. Optional cash payments need not be in the
same amount each time.
If you elect to make optional cash payments by check or money order, you
must mail funds to the address indicated on the Authorization Form or the
remittance form, as the case may be. If the Plan Administrator does not receive
your funds and remittance form at least two (2) business days prior to the next
investment date, then your optional cash payments will not be invested until the
next investment date.
If any check you deliver to the Plan Administrator is returned unpaid, the
Plan Administrator may consider the request for the investment of such money
null and void and may immediately remove from your account shares of common
stock purchased with that payment. The Plan Administrator will charge a fee of
$25 for any returned checks.
You can automatically invest a specified monthly amount (not less than $25
and not more than $3,000 quarterly) from your U.S. bank account by completing
the automatic deduction section on the Authorization Form and returning it to
the Plan Administrator. Funds will be transferred from your bank account on the
26th day of each month. If the 26th is not a business day, the funds will be
deducted on the next business day. The Plan Administrator will invest such funds
in UMB shares on the first (1st) business day of each month. You can change or
stop automatic monthly investments by completing and returning a new
Authorization Form and returning it to the Plan Administrator. The Plan
Administrator must receive your instructions and authorization three (3)
business days prior to the 26th day of each month.
If you are an employee of UMB or one of its affiliates, you can invest a
specified monthly amount (of at least $12.50 per pay period and not more than
$3,000 quarterly) by payroll deduction by completing an Authorization Form and
sending it to the Plan Administrator. The Plan Administrator must receive the
Authorization Form by the 24th day of the month to be effective by the first pay
period of the next month.
10. What are the limitations on optional cash payments?
You may make optional cash payments by check at any time. However, your
optional cash payments may not exceed $3,000 in any calendar quarter unless UMB
approves your Request for Waiver, as described in Question 11 below. UMB will
not accept optional cash payments of less than $25. Optional cash payments of
less than $25 and that portion of any optional cash payment that exceeds the
maximum quarterly purchase limit will be returned to you, without interest. You
do not have to send the same amount of money each month, and there is no
requirement that you make an optional cash payment each month.
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11. Is it possible for me to invest more than $3,000 per quarter in UMB
common stock?
Yes. If you submit a Request for Waiver Form and UMB approves your
request, you may invest more than the $3,000 maximum in any calendar quarter for
UMB common stock. No pre-established maximum limit applies to optional cash
payments that may be made pursuant to a Request for Waiver. You should submit
your Request for Waiver Form directly to UMB by registered mail, return receipt
requested, or some other form of traceable mail, and UMB must receive it at
least five (5) business days prior to an upcoming investment date for such
Request for Waiver to be reviewed in time for a purchase to occur on such
investment date. UMB will promptly notify you whether UMB approved your request
and, if approved, the amount of your request that UMB approved. To receive a
Request for Waiver Form, you may contact the Plan Administrator at
1-800-884-4225 or by electronic mail at stock.transfer@umb.com.
UMB may grant or deny any Request for Waiver for any reason or no reason.
If you and other participants request to invest amounts that are, in total, more
than what UMB would accept, UMB may honor your request and the requests of other
participants, in whole or in part, on a pro rata basis or by any other method
UMB deems appropriate.
12. May the Plan Administrator return optional cash payments if I request
a return of such payments?
The Plan Administrator will not return any optional cash payments unless
you notify the Plan Administrator in writing at least two (2) business days
prior to the relevant investment date. The Plan Administrator may delay
returning any optional cash payments to you for a reasonable period.
Purchases Under the Plan
13. What is the "investment date"?
On the investment date, or promptly thereafter (as determined by the Plan
Administrator in its sole discretion), shares of UMB common stock are purchased
by the Plan Administrator with reinvested dividends and optional cash payments.
o Reinvested Dividends:For the reinvestment of dividends, the investment
date is the date declared by the board of directors for the payment of
dividends. If UMB stock is not traded on the dividend payment date, then the
investment date shall be the next trading day. The record date associated with a
particular dividend is referred to in this Plan as a "dividend record date."
o Optional Cash Payments: The investment date will be the first business
day of every calendar month except the months in which dividends are to be paid,
in which case the investment date will be the same as the investment date for
the reinvestment of dividends. On the investment date or promptly thereafter,
the Plan Administrator will purchase shares of UMB common stock in accordance
with the instructions on your Authorization Form and the terms of the Plan.
Optional cash payments received after the second (2nd) business day preceding an
investment date will not be invested until the following investment date.
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14. At what price will shares be purchased under the Plan?
If the Plan Administrator purchases common stock directly from UMB, the
price per share will be the average of the daily high and low prices of the UMB
common stock as reported on the NASDAQ for the five (5) trading days before the
applicable investment date.
If the Plan Administrator purchases common stock from parties other than
UMB, either in the open market or in privately negotiated purchases, then the
price per share will be the weighted average of the actual prices that the Plan
Administrator pays for all of the shares of common stock purchased by the Plan
Administrator for such investment period.
15. How will I be notified of my purchases of common stock?
The Plan Administrator will send you a statement showing the activity and
balance in your Plan account as soon as practicable after each purchase of UMB
common stock on your behalf. Your account statement will show the number of
shares purchased and their purchase price. Your account statement will also show
the total number of shares held in your account as of the investment date.
You should keep your final statement for each year for tax purposes. The
Plan Administrator may charge you a fee if you request additional copies of your
prior account statements. You may also request a duplicate statement online at
http://shareholderview.umb.com.
16. What is the source of the common stock that I purchase under the Plan?
The Plan Administrator may elect to purchase shares of common stock (i)
from UMB in the form of newly issued shares or shares held by UMB in its
treasury, (ii) in the open market, (iii) in privately negotiated transactions,
or (iv) through a combination of the above methods. Participants in the Plan
have no control over whether the Plan Administrator purchases share of common
stock from UMB, in the open market, or in privately negotiated transactions.
17. How many shares of common stock will I purchase through the Plan?
The number of shares of common stock that you purchase depends on several
factors, including:
o the amount of dividends that you request to have reinvested,
including dividends on stock credited to your Plan account;
o the amount of any optional cash payments you make;
o whether the shares are purchased directly from UMB or from third
parties, either in the open market or privately negotiated
transactions; and
o the market price of the common stock on the applicable investment
date.
The Plan Administrator will credit your account with the number of shares
equal to the total amount to be invested divided by the applicable purchase
price. The only limit on the
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number of shares available for purchase is the number of shares of common stock
registered for issuance under the Plan.
Certificates for Shares of UMB Common Stock
18. Will certificates be issued for shares of common stock purchased
under the Plan?
Normally the Plan Administrator will not issue certificates for shares
that you purchase under the Plan until your account is terminated or you submit
a request for certificates, as described below. Your account statement will show
the number of shares held in your Plan account. In addition to minimizing the
costs of the Plan, this additional service protects against loss, theft, or
destruction of stock certificates.
However, you may at any time request the Plan Administrator to issue a
certificate for any whole number of shares of common stock, up to the number of
full shares credited to your Plan account. The Plan Administrator will generally
issue certificates approximately three (3) business days after it receives your
request. If the Plan Administrator receives your request to terminate on or
after an ex-dividend date and before the related investment date, it will issue
your certificate after the related investment date. Your request must be in
writing, and you should mail it to:
UMB Bank, N.A.
Securities Transfer Division
P.O. Box 410064
Kansas City, MO 64141-0064
Fax: (816) 860-3963
If you are not terminating your participation in the Plan, future
dividends on any shares for which you request a stock certificate will be
treated according to your instructions indicated on the Authorization Form.
We will not issue certificates for fractional shares of common stock
under any circumstances.
19. In whose name will stock certificates be registered when issued?
We will issue stock certificates registered in your name as it appears on
your Plan account.
You may ask the Plan Administrator to issue certificates in names other
than the Plan account name, but you must comply with any applicable laws and you
must pay any applicable taxes. You must make this request in writing, and your
signature must be guaranteed by a qualified medallion guarantee member. The
party receiving your shares must complete an Authorization Form and send it to
the Plan Administrator in order to participate in the Plan.
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20. Is a safekeeping service available to hold my shares?
Yes. The Plan Administrator will hold your shares in safekeeping without
cost, thus eliminating the worry about certificates being lost or stolen. Your
account statement will identify the number of shares of common stock you hold
and the number of shares in your Plan account.
You may also transfer other shares of UMB common stock that are registered
in your name to your Plan account at no cost. This eliminates the need for
safekeeping of the certificates for those shares. If you send certificates
representing shares of common stock to the Plan Administrator, please send them
by registered mail, return receipt requested, and properly insured, because you
bear the risk if the certificates are lost or stolen in transit. You may mail
certificates, together with a written request to have the certificate(s)
deposited in your Plan account, to the following address:
UMB Bank, N.A.
Securities Transfer Division
P.O. Box 410064
Kansas City, MO 64141-0064
Withdrawal and Sale of Shares in Plan Accounts
21. How may shares be withdrawn from the Plan?
Any or all shares credited to your account from time to time, including
shares deposited with the Plan Administrator for safekeeping, may be withdrawn
by notifying UMB Bank, N.A. in writing specifying the number of shares to be
withdrawn. Certificates for whole shares will be issued to and registered in the
name in which the Plan account is registered.
22. How may I sell stock held in my Plan account?
You may sell some or all of your stock held in your Plan account, whether
or not you are withdrawing from this Plan. You may sell your shares through the
Plan Administrator by sending the Plan Administrator a request to sell some or
all of the shares held in your Plan account. You will not be able to direct the
date or price at which the Plan Administrator sells your stock. The Plan
Administrator will attempt in good faith to make the sale in the open market
within five (5) trading days after receiving your request. After the sale you
will receive the proceeds of the sale minus:
o a brokerage commission (currently 10 cents per share);
o any applicable taxes; and
o a sale processing fee (currently $10.00).
You may inquire about brokerage commissions or other fees by contacting the Plan
Administrator.
The Plan Administrator will engage a broker to sell your shares, and the
broker may be affiliated with the Plan Administrator. The Plan Administrator
will mail you a check for the
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shares you sell after it receives the funds from the brokerage firm. UMB
provides all information regarding the sale of shares to the Internal Revenue
Service.
If you wish to sell some or all of the shares in your Plan account, you
should send a request to the Plan Administrator at:
UMB Bank, N.A.
Securities Transfer Division
P.O. Box 410064
Kansas City, MO 64141-0064
Please remember that if you elect to sell your stock through the Plan
Administrator, the price of our common stock may decline during the period
between the Plan Administrator's receipt of your request to sell your shares and
the date of the sale in the open market. The Plan Administrator will attempt in
good faith to sell your shares within five (5) trading days after receiving your
request; provided, however, that if the Plan Administrator receives your request
to sell on or after an ex-dividend date and before the related investment date,
it will sell your shares after the related investment date. You should carefully
evaluate this risk, which you bear. You bear a similar risk between the time
that you request a certificate and the time the certificate is actually
delivered to you.
23. What happens when I sell or transfer all of the shares of common
stock held outside the Plan?
If you sell or transfer all shares of UMB stock registered in your name
outside your Plan account, the Plan Administrator, until you give other
instructions, will continue to reinvest the dividends on the common stock in
your Plan account according to your instructions on the Authorization Form. You
may also continue to participate in the optional cash payment feature of this
Plan as long as there is at least one whole share of common stock remaining in
your Plan account.
Please note that if your Plan account holds less than one full share, UMB
may close your account, liquidate the fractional share and send you a check
representing the market value of the fractional share that was in the account.
24. What happens to a fraction of a share of common stock when I withdraw
from the Plan or the Plan is terminated?
When you withdraw from the Plan or the Plan is terminated by UMB, the Plan
Administrator will mail you a cash payment for any fractional share of common
stock. The cash payment will be based upon the market price at the time the Plan
Administrator processes your termination.
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Owning Stock in the Plan
25. How will I be credited with dividends on stock held in my Plan
account?
If and when declared by UMB's board of directors, UMB will pay dividends
to all holders of record of UMB stock. The Plan Administrator will receive and
credit you with dividends for all stock you hold in the Plan, including
fractional shares. The Plan Administrator will reinvest dividends in additional
shares of UMB common stock or distribute dividends, according to your
instructions.
26. Will I receive UMB's periodic reports and proxy statements?
Yes. UMB will send you the same information that it sends to other
stockholders, including annual reports, notices of stockholders' meetings, proxy
statements, and income tax information for reporting dividends paid. UMB will
also send you copies of each prospectus and any amendments or supplements to
prospectuses describing the Plan.
27. May I have dividends on stock held in the Plan sent directly to me?
If you elect the partial dividend reinvestment alternative, you will
reinvest dividends on the specified percentage of shares of stock held in your
account. All other dividends will be paid in cash. Participants making only
optional cash payments will have all cash dividends paid to them directly with
no reinvestment.
You may withdraw shares from the Plan by written notice. When the Plan
Administrator issues a stock certificate to you, future dividends on these
shares of common stock will be treated according to the instructions on your
Authorization Form.
28. What happens if UMB issues a stock dividend or declares a stock split?
Any shares representing stock dividends (payable in common stock) or stock
splits that UMB distributes on shares of UMB common stock credited to your Plan
account will be added to your Plan account. Shares representing stock dividends
payable other than in UMB common stock will be paid to the Plan Administrator,
which will distribute the shares in accordance with the interests of
participants in the Plan. Shares representing stock dividends or split shares
distributed on certificates registered in your name will be mailed directly to
you in the same manner as to stockholders who are not participating in the Plan.
29. If UMB issues rights to purchase securities to the holders of common
stock, how will the rights on Plan shares be handled?
If UMB issues transferable rights to purchase additional shares of UMB
common stock or any other securities to holders of our common stock, the Plan
Administrator will sell those rights (if such rights are detachable and
saleable) relating to shares of common stock held by the Plan Administrator for
participants and invest the proceeds in additional shares of common stock on the
next investment date. In the event that those rights are not detachable or
saleable, the Plan Administrator will hold those rights for your benefit. If you
wish to receive any rights directly, you may do so by sending to the Plan
Administrator, at least five (5) trading days before the
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record date for the rights offering, a written request that certificates for
shares in your Plan account be sent to you.
30. How will the stock held under this Plan be voted at meetings of
stockholders?
You can vote all whole or fractional shares of common stock held in your
Plan account in person or by the proxy card sent to you. If you do not vote in
person or by proxy, your shares will go unvoted.
31. May I pledge shares in my Plan account?
No. You may not pledge any shares of UMB stock that you hold in your Plan
account. Any pledge of shares in a Plan account is null and void. If you wish to
pledge shares, you must first withdraw those shares from your Plan account and
request the Plan Administrator to issue certificates for those shares in your
name.
Changes in Plan Participation
32. How can I change my participation in the Plan?
If you elect to change your participation from the choices made on your
initial Authorization Form, you must complete a new Authorization Form and send
it to the Plan Administrator.
33. What are the costs and expenses if I change my participation in the
Plan?
UMB will pay all the costs in connection with any changes in your
enrollment and participation, other than the brokerage commissions in connection
with the sale of shares and sale processing fees.
Other Information
34. Who bears the risk of price changes in the common stock?
You bear the financial risk of changes in the market value and
marketability of all shares, whether whole or fractional, of common stock
enrolled in the Plan and allocated to your account. You should recognize that
neither UMB nor the Plan Administrator can provide any assurance of a profit or
protection against loss on shares purchased under the Plan.
35. May I set up an individual retirement account?
You may establish a qualified individual retirement account ("IRA") under
the Plan if permitted by the Plan Administrator and the custodian of your IRA.
36. What are some of my responsibilities under the Plan?
You should notify the Plan Administrator promptly in writing of any change
of address. Account statements and other communications to you will be addressed
to the last address of record provided by you to the Plan Administrator. If the
Plan Administrator cannot find you,
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your shares may be deemed to have been abandoned under state laws and may
escheat to the state.
Termination of Participation in the Plan
37. How and when may I terminate participation in the Plan?
You may close your Plan account at any time by providing written notice to
the Plan Administrator. The Plan Administrator will process your request as soon
as practicable, in its sole discretion, after any applicable pending dividend,
reinvestment or optional cash payment has been credited to your account.
38. May UMB terminate my participation in the Plan?
Yes. UMB may terminate your account immediately, for any reason or for no
reason, upon sending written notice to you at the last known address as shown on
the Plan Administrator's records. Such termination will be effective when the
notice is sent. For example, UMB may terminate your participation upon receipt
of satisfactory (determined by the Plan Administrator in its sole discretion)
written evidence of your death or adjudication of incompetency, in which case,
however, dividend payments received together with any shares held in your Plan
will be retained until satisfactory (determined by the Plan Administrator in its
sole discretion) evidence of the appointment of your legal representative and
its right to receive the dividends, shares, or both, shall have been received by
the Plan Administrator. No interest shall be paid on any funds held pending such
appointment and delivery.
39. What will be done with the shares of common stock credited to my Plan
account upon termination?
Upon termination of your participation in the Plan, the Plan Administrator
typically will send you a stock certificate for the number of whole shares in
your Plan account and a check in an amount equal to the value of any fractional
shares based upon the prevailing market price, less applicable costs and fees in
connection with the sale not paid by UMB, as soon as practicable.
Upon termination of your participation in the Plan, if you do not wish to
receive a stock certificate for the number of whole shares in your account, you
may request that such shares be sold by notifying the Plan Administrator. The
Plan Administrator will promptly sell your shares on the open market. The
proceeds of such sale (less any brokerage commissions and a sale processing fee)
will be promptly forwarded to you.
Modification, Suspension or Termination of the Plan by UMB
40. May UMB change or discontinue the Plan?
While UMB currently intends to continue the Plan indefinitely, UMB may
amend, suspend, modify or terminate the Plan at any time. UMB will provide
notice of any amendment, suspension, modification or termination. The Plan
Administrator may resign at any time upon reasonable notice to UMB in writing.
UMB may elect and appoint at any time a new Plan Administrator to administer the
Plan.
14
41. Who is responsible for costs and expenses if UMB changes or
discontinues the Plan?
UMB will pay all the costs in connection with any modification, suspension
or termination of the Plan.
Administration of the Plan
42. What are the responsibilities of UMB and the Plan Administrator?
UMB and the Plan Administrator will not be liable for any act done in good
faith or for any good faith omission to act, including, without limitation, any
claim of liability arising out of the failure to terminate your account upon
your death, the prices at which shares are purchased or sold for your account,
the times when purchases or sales are made or for fluctuations in the market
value of common stock.
43. Who interprets and regulates the Plan?
Any questions of interpretation arising under this Plan will be determined
by UMB and any determination will be final. UMB may adopt rules and regulations
to facilitate the administration of the Plan. The terms and conditions of the
Plan and its operation will be governed by the laws of the State of Missouri.
Important Tax Consequences
44. What are the federal income tax consequences of participation in the
Plan?
In general, if you enroll in the Plan, as of the date of this prospectus,
you will have the same federal income tax obligations with respect to reinvested
dividends as you would with dividends not reinvested under this Plan.
You will be treated for federal income tax purposes as having received, on
each investment date, a cash distribution equal to the full amount of the cash
dividend payable on that date on the shares of common stock held in your account
and all other UMB stock that you own. The Internal Revenue Code requires this
treatment even though you never actually receive the reinvested dividends in
cash because your dividends are used instead to purchase shares of common stock.
In the case of reinvested dividends used to purchase stock directly from us,
your tax basis in common stock acquired through dividend reinvestment will equal
the amount treated as a distribution for federal income tax purposes.
If you make optional cash payments, and the optional cash payments are
used to purchase common stock directly from UMB in the form of treasury or newly
issued shares, you will not recognize income for federal income tax purposes by
virtue of the purchase of common stock with the optional cash payments. The tax
cost and basis of stock purchased with optional cash payments will be the amount
you paid for such stock.
The federal income tax treatment of purchases of common stock under the
Plan from third parties differs from purchases directly from UMB in the
following manner. If you reinvest
15
some or all of your dividends and the Plan purchases shares of common stock from
a third party, the per share cost of each share of stock will be increased by
the per share, pro rata portion of any brokerage fees and transaction costs
incurred in connection with such purchase. This amount will be added to your tax
basis in the common stock you acquire. Your tax basis in the common stock
acquired should equal the amount you paid for the stock, including brokerage
fees and transaction costs, if any.
The holding period for stock purchased with dividends or optional cash
payments begins on the day after the applicable investment date.
Distributions with respect to your stock will generally be taxable as
ordinary dividend income for federal income tax purposes to the extent made out
of our current or accumulated earnings and profits. Distributions in excess of
our current or accumulated earnings and profits will be treated for federal
income tax purposes as a return of capital. The amount of a return of capital
would first reduce the tax basis of the common stock to which the distribution
is attributable to the extent of that tax basis, and the excess, if any, of the
amount treated as a return of capital over such tax basis would be treated as a
gain from the disposition of such stock. In the event that UMB designates a part
or all of the amount distributed as a capital gain dividend, the amount so
designated should be treated by you as long-term capital gain.
You will recognize gain or loss when a fractional share interest is
liquidated or when you sell or exchange common stock. The gain or loss will
equal the difference between the amount you receive for the fractional share
interest or the common stock and the tax basis for the fractional share or
common stock.
Tax consequences will vary depending on your specific circumstances.
You should discuss specific tax questions regarding your participation in the
Plan with your own tax advisor.
We urge you to save your account statements in order to calculate your
tax basis per share of common stock. The Plan Administrator may charge you a
fee for copies of past account statements.
45. What provision is made for stockholders subject to income tax
withholding?
If you are a foreign stockholder whose dividends are subject to United
States income tax withholding, or a domestic stockholder whose dividends are
subject to backup withholding taxes, the Plan Administrator will reinvest an
amount equal to the dividend less the amount of any tax required to be withheld.
Optional cash payments may also create a withholding obligation with respect to
any deemed distribution that results. UMB will have amounts withheld from
dividends, and any other amounts required to be withheld, paid to the United
States Treasury and the respective participants will be advised of the amounts
withheld.
FOREIGN STOCKHOLDERS WHO ELECT TO MAKE OPTIONAL CASH PAYMENTS ONLY WILL CONTINUE
TO RECEIVE CASH DIVIDENDS ON STOCK REGISTERED IN THEIR NAMES IN THE SAME MANNER
AS IF THEY WERE NOT PARTICIPATING IN THIS PLAN. FUNDS FOR OPTIONAL CASH PAYMENTS
MUST BE IN UNITED STATES DOLLARS AND WILL BE INVESTED IN THE SAME
16
WAY AS PAYMENTS FROM OTHER PARTICIPANTS. CHECKS MUST BE DRAWN ON A UNITED STATES
BANK.
USE OF PROCEEDS
UMB will receive proceeds from the sale of its shares held in treasury or
newly issued shares of common stock purchased by the Plan Administrator directly
from UMB. UMB intends to use the proceeds from the sale of such shares of UMB
common stock for general corporate purposes.
UMB has no basis for estimating either the number of shares of common
stock that ultimately will be sold under the Plan or the prices at which the
shares will be sold. UMB will not receive any proceeds under the Plan from the
purchase of shares of common stock by the Plan Administrator from parties other
than us.
AVAILABLE INFORMATION/INCORPORATION OF DOCUMENTS BY REFERENCE
UMB files annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). You
may read and copy any document filed by UMB at the SEC's public reference room
at 450 Fifth Street, N.W., Washington, D.C. 20549. You may call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. UMB's SEC filings are also available to the public from the SEC's website
at http://www.sec.gov. or at UMB's website, http://www.umb.com.
The SEC allows UMB to incorporate by reference the information UMB files
with it, which means that UMB can disclose important information to you by
referring you to these documents. The information incorporated by reference is
an important part of this prospectus supplement, and information that UMB files
later with the SEC will automatically update and supersede the information
already incorporated by reference. UMB is incorporating by reference the
documents listed below, which UMB has already filed with the SEC, and any
further filings UMB makes with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until UMB sells all of the securities.
UMB Financial Corporation SEC
Filings (File No. 0-4887) Period
----------------------------- -------------------------------------------
Annual Report on Form 10-K Year ended December 31, 2003
Quarterly Report on Form 10-Q Quarters ended March 31, 2004 and
June 30, 2004
Current Reports on Form 8-K Dated January 20, 2004, January 29, 2004,
April 29, 2004, May 12, 2004 and
June 28, 2004
In addition, UMB is incorporating by reference the description of UMB
common stock from its Registration Statement on Form 10 filed June 1, 1970, as
amended by Form 8 dated March 5, 1993, and the related Registration Statement on
Form 8-A dated August 11, 1995.
17
You may request a copy of any of the information that is incorporated by
reference in this prospectus supplement, as well as any exhibit UMB has
specifically incorporated by reference as an exhibit to this prospectus
supplement, at no cost by writing UMB at the following address: UMB Financial
Corporation, 1010 Grand Blvd., Kansas City, MO 64106, Attention: Corporate
Secretary. Telephone requests may be directed to the Corporate Secretary at
(816) 860-7000.
You should rely only on the information incorporated by reference or
provided in this prospectus supplement or any future prospectus supplement. UMB
has not authorized anyone to provide you with different information. UMB is not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus
supplement or the documents incorporated by reference is accurate as of any date
other than the date on the front of this prospectus or those documents.
FACTORS THAT MAY AFFECT FUTURE RESULTS
Please keep in mind that the information delivered to you with this
prospectus, as well as the annual, quarterly and other reports, and other
information filed by UMB with the SEC contain forward-looking statements which
involve various uncertainties. These uncertainties could cause actual UMB
results to be materially different from the forward-looking statements. When
reading any of these documents, you should consider all of the risks and
uncertainties that are discussed, and you should not rely on any forward-looking
statements made by UMB.
Factors that could cause actual results to be materially different from
forward-looking statements include: (1) interest rate, market and monetary
fluctuations; (2) monetary and fiscal policies and laws; (3) inflation; (4)
general economic conditions; (5) competition and economic conditions in UMB
regions and industries; (6) new products; (7) mergers and acquisitions; and (8)
the ability of UMB to manage these and other risks.
In addition, you should consider the following risks relating to Plan
participation:
You will not know the price at which you will be purchasing shares under
the Plan until several days after you have made an investment decision.
If you elect to make optional cash payments, you must send funds to the
Plan Administrator at least two (2) business days prior to the related
investment date. Between the time that you decide to purchase shares through the
Plan and the time of actual purchase, the price of UMB common stock may
fluctuate, or other information may become available to you that would affect
your investment decision. Accordingly, you bear the risk of buying shares of UMB
common stock through the Plan at prices higher than you would otherwise be
willing to pay, or under circumstances in which you would otherwise not invest
in shares of UMB common stock.
The price of UMB stock may decline between the time you decide
to sell shares of stock in your Plan account and the time that your
shares are sold.
Direct participation in the Plan requires that you register shares of your
stock with the Plan Administrator. If you decide to sell your shares, you may
request the Plan Administrator either to sell your shares or to issue
certificates to you so that you may engage a broker to sell
18
your shares. The Plan Administrator may take up to thirty (30) days to satisfy
your request. If the market price of UMB common stock declines during that time,
you will have lost the opportunity to sell your shares at the highest possible
price. If you have enrolled in dividend reinvestment, you may not withdraw less
than five (5) business days before a dividend record date.
You will not be able to direct the time or price at which the Plan
Administrator sells your shares.
If you request the Plan Administrator to sell the shares held in your Plan
account, you will not be able to direct the time or price at which your shares
are sold. Although the Plan Administrator will attempt in good faith to sell
your shares without delay, UMB cannot assure you that the Plan Administrator
will be able to sell your shares at the highest possible price. Moreover, the
Plan Administrator may sell your shares at a price that is lower than the price
at which you would otherwise prefer to sell your shares.
No interest will be paid on dividends or optional cash payments until
such money is reinvested or invested, as the case may be.
UMB will not pay interest on your dividends or optional cash payments
until such money is reinvested or invested. As noted above, if you elect to make
optional cash payments of more than $3,000 a calendar quarter, and your request
for a waiver is not granted, such payments will be returned to you without
interest, unless UMB approves your request to purchase more than $3,000 per
quarter.
EXPERTS
Deloitte & Touche LLP, independent auditors, have audited our consolidated
financial statements and schedules included in our Annual Report on Form 10-K
for the year ended December 31, 2003, as set forth in their report, which is
incorporated by reference in this prospectus. Our financial statements and
schedules are incorporated by reference in reliance on Deloitte & Touche LLP's
report, given on their authority as experts in accounting and auditing.
LEGAL OPINION
In connection with the original registration statement filed with the SEC
on November 14, 1995, UMB's legal counsel passed on certain matters related to
the shares of common stock to be purchased pursuant to the Plan. No additional
shares are being registered pursuant to this Prospectus Supplement No. 1.
INDEMNIFICATION
Section 355 of the General and Business Corporation Law of Missouri
provides for the indemnification of directors and officers of corporations
organized thereunder in certain circumstances. Such Section 355 grants to each
such corporation the power to indemnify its directors and officers against
liability for certain of their acts. UMB's bylaws provide that directors and
officers of UMB shall be indemnified to the fullest extent permitted by the laws
of the State of Missouri against liability for certain of their acts. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended (the "Act"), may be permitted to
19
directors, officers and controlling persons of UMB pursuant to the foregoing
provisions or otherwise, UMB has been informed that in the opinion of the SEC
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
20
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300,000 Shares
TABLE OF CONTENTS UMB Financial Corporation
Page
UMB FINANCIAL CORPORATION ..........2 Common Stock
DESCRIPTION OF THE PLAN ............2
Purpose ..........................2
Advantages .......................2
Plan Administrator ...............3
Participation ....................3
Investment Options ...............5
Purchases Under the Plan .........7
Certificates for Shares of
UMB Common Stock ................9 ___________
Withdrawal and Sale of
Shares in Plan Accounts.........10 PROSPECTUS
Owning Stock in the Plan ........12 SUPPLEMENT NO. 1
Changes in Plan Participation ...13 ___________
Other Information ...............13
Termination of Participation
in the Plan ....................14
Modification, Suspension or
Termination of the Plan by UMB..14
Administration of the Plan ......15
Important Tax Consequences ......15
USE OF PROCEEDS ...................17
AVAILABLE INFORMATION/
INCORPORATION OF DOCUMENTS
BY REFERENCE ....................17
FACTORS THAT MAY AFFECT
FUTURE RESULTS ..................18
EXPERTS ...........................19
LEGAL OPINION .....................19
INDEMNIFICATION ...................20
August 27, 2004
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