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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
(Amendment No. 1)
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended: December 31, 2005
[ ] 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: 0-4887
UMB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Missouri 43-0903811
(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)
(Registrant's telephone number, including area code): (816) 860-7000
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $1.00 Par Value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. X Yes No
--- ---
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes X No
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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. X Yes No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes X No
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As of June 30, 2005, the aggregate market value of common stock outstanding
held by nonaffiliates of the registrant was approximately $849,535,488 based on
the NASDAQ closing price of that date.
Indicate the number of shares outstanding of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding at February 28, 2006
Common Stock, $1.00 Par Value 21,430,077
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's definitive Proxy Statement to be delivered to
shareholders in connection with the Annual Meeting of Shareholders to be held on
April 25, 2006, are incorporated by reference into in Part III of this Form 10K.
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EXPLANATORY NOTE
The Registrant is filing this Amendment No. 1 on Form 10-K/A (this "Form
10-K/A") to its Annual Report on Form 10-K for the year ended December 31, 2005,
filed with the Securities and Exchange Commission (the "SEC") on March 15, 2006
(the "Form 10-K"), to correct typographical errors with respect to the execution
dates contained in (i) the Chief Executive Officer's Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed as Exhibit 31.1 to the Form
10-K), (ii) the Chief Financial Officer's Certification Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (filed as Exhibit 31.2 to the Form 10-K),
(iii) the Chief Executive Officer's Certification Pursuant to 18 U.S.C. Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
as Exhibit 32.1 to the Form 10-K), and (iv) the Chief Financial Officer's
Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (filed as Exhibit 32.2 to the Form 10-K),
all of which were inadvertently dated March 15, 2005, rather than March 15,
2006.
This Form 10-K/A continues to speak as of the date that the initial Form 10-K
was filed with the SEC, and we have not updated the disclosures herein to
reflect any information or events subsequent to the filing of the initial Form
10-K. Other than revisions to the signature pages as permitted by Rule 12b-15,
the remainder of this Form 10-K/A is unchanged and all subsequent references to
the "Form 10-K" shall refer to the initial Form 10-K, as amended by this Form
10-K/A.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
UMB FINANCIAL CORPORATION
/s/ J. Mariner Kemper
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J. Mariner Kemper
Chairman of the Board
/s/ Michael D. Hagedorn
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Michael D. Hagedorn
Chief Financial Officer
Date: April 12, 2006
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