UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 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 0-4887 UMB FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Missouri 43-0903811 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1010 Grand Avenue, Kansas City, Missouri 64106 (Address of principal executive offices and Zip Code) (816) 860-7000 (Registrant's telephone number, including area code) 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 At March 31, 1997, UMB Financial Corporation had 19,471,983 shares of common stock outstanding. This is the only class of stock of the Company. UMB FINANCIAL CORPORATION FORM 10-Q INDEX PART I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets as of March 31, 1997 and 1996 and December 31, 1996 3 Consolidated Statements of Income for the Three Months Ended March 31, 1997 and 1996 4 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1997 and 1996 5 Consolidated Statements of Shareholders' Equity for the Three Months Ended March 31, 1997 and 1996 6 Notes to Consolidated Financial Statements 7-8 Supplemental Financial Data Average Balances/ Yields and Rates 9 Analysis of Changes in Net Interest Income and Margin 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11-13 PART II. Other Information Item 6. Exhibits and Reports on Form 8-K 14 Signatures 15 UMB FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEETS (unaudited in thousands) March 31, December 31, ASSETS 1997 1996 1996 Loans: Commercial, financial and agricultural $ 1,269,149 $ 1,178,548 $ 1,236,092 Consumer (net of unearned interest) 944,125 780,938 914,914 Real estate 380,857 441,218 404,039 Leases 3,161 2,003 2,596 Allowance for loan losses (33,631) (35,403) (33,414) ________ ________ ________ Net Loans $ 2,563,661 $ 2,367,304 $ 2,524,227 Securities available for sale: U.S. Treasury and agencies $ 2,143,040 $ 2,261,721 $ 2,257,217 State and political subdivisions 5,405 - 2,464 Commercial paper and other 47,076 22,872 127,641 ________ ________ ________ Total securities available for sale $ 2,195,521 $ 2,284,593 $ 2,387,322 Securities held to maturity: State and political subdivisions 335,678 316,986 319,227 Total securities held to maturity (market value ________ ________ ________ of $335,444, $317,074 & $313,173, respectively) $ 335,678 $ 316,986 $ 319,227 Federal funds and resell agreements 143,907 37,463 58,960 Trading securities and other earning assets 78,077 126,240 79,814 ________ ________ ________ Total earning assets $ 5,316,844 $ 5,132,586 $ 5,369,550 Cash and due from banks 762,171 639,816 772,631 Bank premises and equipment, net 155,868 149,465 152,909 Accrued income 73,190 82,283 72,717 Premium on and intangibles of purchased banks 65,664 72,967 67,474 Other Assets 69,425 45,156 76,705 ________ ________ ________ Total assets $ 6,443,162 $ 6,122,273 $ 6,511,986 ========= ========= ========= LIABILITIES Deposits: Noninterest-bearing demand $ 1,684,727 $ 1,470,063 $ 1,724,486 Interest-bearing demand and savings 2,296,648 2,023,717 2,171,938 Time deposits under $100,000 906,436 965,901 917,983 Time deposits of $100,000 or more 269,545 283,054 376,127 ________ ________ ________ Total deposits $ 5,157,356 $ 4,742,735 $ 5,190,534 Federal funds and repurchase agreements 584,308 686,367 614,395 Short-term debt 1,506 1,044 911 Long-term debt 50,725 57,427 51,350 Accrued expenses and taxes 51,165 55,934 46,887 Other liabilities 19,977 15,044 25,432 ________ ________ ________ Total liabilities $ 5,865,037 $ 5,558,551 $ 5,929,509 ________ ________ ________ SHAREHOLDERS' EQUITY Common stock, $1.00 par value; authorized 33,000,000 shares; issued 23,503,084; 22,547,521; & 23,503,084 $ 23,503 $ 22,548 $ 23,503 shares respectively Capital surplus 558,053 522,919 558,073 Retained earnings 154,017 151,066 142,947 Net unrealized loss on securities available for sale (7,802) (6,338) (1,755) Unearned ESOP shares (14,368) (16,799) (15,003) Treasury stock, 3,684,049, 3,050,857 and 3,424,176 shares, at cost, respectively (135,278) (109,674) (125,288) ________ ________ ________ Total shareholders' equity $ 578,125 $ 563,722 $ 582,477 ________ ________ ________ Total liabilities and shareholders' equity $ 6,443,162 $ 6,122,273 $ 6,511,986 ========= ========= ========= See Notes to Consolidated Financial Statements. UMB FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME (unaudited in thousands) Three Months Ended March 31, INTEREST INCOME 1997 1996 Loans $ 55,383 $ 54,929 Securities: Taxable interest $ 33,261 $ 31,732 Tax-exempt interest 3,708 3,575 ________ ________ Total securities income $ 36,969 $ 35,307 Federal funds and resell agreements 1,902 2,224 Trading securities and other 1,071 959 ________ ________ Total interest income $ 95,325 $ 93,419 ________ ________ INTEREST EXPENSE Deposits $ 31,446 $ 31,966 Federal funds and repurchase agreements 9,366 8,655 Short-term debt 11 11 Long-term debt 916 1,054 ________ ________ Total interest expense $ 41,739 $ 41,686 ________ ________ Net interest income $ 53,586 $ 51,733 Provision for loan losses 1,925 4,827 ________ ________ Net interest income after provision $ 51,661 $ 46,906 ________ ________ NONINTEREST INCOME Trust income $ 10,716 $ 10,217 Securities processing 2,673 2,282 Trading and investment banking 3,547 3,564 Service charges on deposits 8,734 8,467 Other service charges and fees 4,756 3,291 Bankcard fees 1,620 1,338 Net investment security gains 103 1 Other 1,404 10,826 ________ ________ Total noninterest income $ 33,553 $ 39,986 ________ ________ NONINTEREST EXPENSE Salaries and employee benefits $ 33,837 $ 31,825 Occupancy, net 4,635 4,395 Equipment 6,233 5,427 Supplies and services 4,969 4,895 Bankcard processing 1,268 1,677 Marketing and business development 4,248 3,306 FDIC and regulatory fees 399 329 Other 7,472 7,363 ________ ________ Total noninterest expense $ 63,061 $ 59,217 ________ ________ Income before income taxes $ 22,153 $ 27,675 Income tax provision 7,192 9,679 ________ ________ NET INCOME $ 14,961 $ 17,996 ======= ======= PER SHARE DATA Net income $ 0.77 $ 0.89 Dividends $ 0.20 $ 0.19 Weighted average shares outstanding 19,518,961 20,372,410 <FN> See Notes to Consolidated Financial Statements. UMB FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited in thousands) Three Months Ended March 31, 1997 1996 Operating Activities Net Income $ 14,961 $ 17,996 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Provision for loan losses 1,925 4,827 Depreciation and amortizaton 5,976 5,837 Deferred income taxes (523) (2,614) Net (increase) decrease in trading securities 1,737 (40,229) Gains on sales of securities available for sale (103) (2) Losses on sales of securities available for sale - 1 Amortization of securities premiums, net of discount accretion 2,908 6,471 Earned ESOP shares 623 535 Changes in: Accrued income (473) (3,134) Accrued expenses and taxes 4,961 (1,522) Other, net 5,252 (6,577) ________ ________ Net cash provided by (used in) operating activities $ 37,244 $ (18,411) ________ ________ Investing Activities Proceeds from maturities of investment securities $ 14,728 $ 24,719 Proceeds from sales of investment securities - 552 Proceeds from sales of securities available for sale 7,610 - Proceeds from maturities of securities available for sale 801,323 770,170 Purchases of investment securities (31,628) (30,512) Purchases of securities available for sale (629,119) (724,232) Net (increase) decrease in loans (41,359) 31,248 Net (increase) decrease in federal funds and resell agreemen (84,947) 51,702 Purchases of bank premises and equipment (7,131) (6,041) Proceeds from sales of bank premises and equipment 3 200 ________ ________ Net cash provided by investing activities $ 29,480 $ 117,806 ________ ________ Financing Activities Net increase (decrease) in demand and savings deposits $ 84,951 $ (18,199) Net decrease in time deposits (118,129) (52,749) Net decrease in federal funds and repurchase agreements (30,087) (34,973) Net increase in short term borrowings 595 543 Repayment of long term debt (625) (590) Cash dividends (3,891) (3,873) Proceeds from exercise of stock options 20 58 Purchases of treasury stock (10,018) (46,203) ________ ________ Net cash used in financing activities $ (77,184) $ (155,986) ________ ________ Decrease in cash and due from banks $ (10,460) $ (56,591) Cash and due from banks at beginning of year 772,631 696,407 ________ ________ Cash and due from banks at end of period $ 762,171 $ 639,816 ======= ======= <FN> See Notes to Consolidated Financial Statements. UMB FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited in thousands) Net Unrealized Purchase Common Capital Retained Holding Treasury Commitment/ Stock Surplus Earnings Gain (Loss) Stock Unearned ESOP Balance - December 31, 1995 $ 22,548 $ 522,892 $ 136,943 $ 3,612 $ (63,555) $ (46,481) Net income - - 17,996 - - - Cash Dividends - - (3,873) - - - Shares purchased by ESOP - - - - - 16,530 Guaranteed ESOP obligation - - - - - (17,281) Earned ESOP shares - 53 - - - 482 Purchase of treasury stock - - - - (46,203) 29,951 Exercise of stock options - (26) - - 84 - Net unrealized loss on securities available for sale - - - (9,950) - - ________ ________ ________ ________ ________ ________ Balance - March 31, 1996 $ 22,548 $ 522,919 $ 151,066 $ (6,338) $ (109,674) $ (16,799) ======= ======= ======= ======= ======= ======= Balance - December 31, 1996 $ 23,503 $ 558,073 $ 142,947 $ (1,755) $ (125,288) $ (15,003) Net income - - 14,961 - - - Cash dividends - - (3,891) - - - Earned ESOP shares - (12) - - - 635 Purchase of treasury stock - - - - (10,018) - Exercise of stock options - (8) - - 28 - Net unrealized loss on securities available for sale - - - (6,047) - - ________ ________ ________ ________ ________ _______ Balance - March 31 $ 23,503 $ 558,053 $ 154,017 $ (7,802) $ (135,278) $ (14,368) ======= ======= ======= ======= ======== ======= <FN> See Notes to Consolidated Financial Statements. UMB FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 1997 1. Financial Statement Presentation: The consolidated financial statements include the accounts of the Company and its subsidiaries after elimination of all material intercompany transactions. In the opinion of management of the Company, all adjustments, which were of a normal recurring nature, necessary for a fair presentation of the financial position and results of operations have been made. The financial statements should be read in conjunction with the Management's Discussion and Analysis of Financial Condition and results of Operations and with reference to the 1996 Annual Report to Shareholders. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions also impact reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. 2. Earnings Per Share: Earnings per share are based on the weighted average number of shares of common stock outstanding during the interim periods. All share and per share data has been adjusted to reflect a 5% stock dividend paid on January 2, 1997. 3. Allowance for Loan Losses: The following is a summary of the Allowance for Loan Losses for the three months ended March 31, 1997 and 1996 (in thousands): Three Months Ended March 31, 1997 1996 Balance, January 1 $ 33,414 $ 32,685 Additions: Provision for loan losses $ 1,925 $ 4,827 ________ ________ $ 35,339 $ 37,512 Deductions: ________ ________ Charge-offs $ (2,500) $ (2,612) Less recoveries on loans previously charged-off 792 503 ________ ________ Net charge-offs $ (1,708) $ (2,109) ________ ________ Balance, March 31 $ 33,631 $ 35,403 ======= ======= UMB FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS See Notes to Consolidated Financial Statements. 3. Allowance for Loan Losses: (Continued) At March 31, 1997 the amount of loans that are considered to be impaired under SFAS No. 114 was $16,062,000, compared to $9,325,000 at December 31, 1996. At March 31, 1997 all ofthese loans are on a nonaccrual or restructures basis. Included in the impaired loans is $13,261,000 of loans for which the related allowance for loan losses is $2,998,000. The remaining $2,801,000 of impaired loans do not have an allowance for loan losses as a result of write-downs and supporting collateral value. The average recorded investment in impaired loans during the period ended March 31, 1997 was approximately $12,694,000. 4. Commitments and Contingencies: In the normal course of business, the Company and its subsidiaries are named defendants in various lawsuits and counterclaims. In the opinion of management after consultation with legal counsel, none of the suits will have a materially adverse effect on the financial position or results of operations of the Company. UMB FINANCIAL CORPORATION AVERAGE BALANCES/YIELDS AND RATES (tax-equivalent basis) (in thousands) Three Months Ended March 31, 1997 1996 Average Average Average Average Assets Balance Yield/Rate Balance Yield/Rate Loans, net of unearned interest $ 2,546,214 8.86% $ 2,348,569 9.45% Securities: Taxable $ 2,316,925 5.82 $ 2,332,242 5.47 Tax-exempt 326,723 6.65 310,536 6.90 ________ ________ ________ ________ Total securities $ 2,643,648 5.92 $ 2,642,778 5.64 Federal funds and resell agreements 147,350 5.23 168,493 5.31 Other earning assets 72,392 6.24 69,971 5.79 ________ ________ ________ ________ Total earning assets $ 5,409,604 7.29 $ 5,229,811 7.34 Allowance for loan losses (33,427) (32,724) Other assets 1,095,671 972,100 ________ ________ Total assets $ 6,471,848 $ 6,169,187 ======= ======= Liabilities and Shareholders' Equity Interest-bearing deposits $3,388,841 3.76% $ 3,369,812 3.82% Federal funds and repurchase agreements 793,357 4.79 699,824 4.97 Borrowed funds 52,124 7.21 58,578 7.31 ________ ________ ________ ________ Total interest-bearing liabilities 4,234,322 4.00 4,128,214 4.06 Noninterest-bearing demand deposits 1,508,558 1,390,673 Other liabilities 146,077 69,449 Shareholders' equity 582,891 580,851 --------- --------- Total liabilities and shareholders' equity $6,471,848 $ 6,169,187 ========= ========= Net interest spread 3.29% 3.28% Net interest margin 4.16 4.14 UMB FINANCIAL CORPORATION ANALYSIS OF CHANGES IN NET INTEREST INCOME AND MARGIN (tax-equivalent basis) (in thousands) ANALYSIS OF CHANGES IN NET INTEREST INCOME Three Months Ended March 31, 1997 vs. 1996 Volume Rate Total Change in interest earned on: Loans $ 4,177 $ (3,748) $ 429 Securities: Taxable (233) 1,762 1,529 Tax-exempt 243 (213) 30 Federal funds sold (290) (32) (322) Other 33 74 107 ________ ________ ________ Interest income $ 3,930 $ (2,157) $ 1,773 ________ ________ ________ Change in interest paid on: Interest-bearing deposits $ 101 $ (621) $ (520) Federal funds purchased 1,058 (347) 711 Borrowed funds (123) (15) (138) ________ ________ ________ Interest expense $ 1,036 $ (983) $ 53 ________ ________ ________ Net interest income $ 2,894 $ (1,174) $ 1,720 ======= ======= ======= ANALYSIS OF NET INTEREST MARGIN Three Months Ended March 31, 1997 1996 Change Average earning assets $ 5,409,604 $ 5,229,811 $ 179,793 Interest-bearing liabilities 4,234,322 4,128,214 106,108 ________ ________ ________ Interest free funds $ 1,175,282 $ 1,101,597 $ 73,685 ======= ======= ======= Free funds ratio 21.73% 21.06% 0.66% (free funds to earning assets) Tax-equivalent yield on earning assets 7.29% 7.34% (0.05)% Cost of interest-bearing liabilities 4.00 4.06 (0.06) ________ ________ ________ Net interest spread 3.29% 3.28% 0.01 % Benefit of interest free funds 0.87 0.86 0.01 ________ ________ ________ Net interest margin 4.16% 4.14% 0.02 % ======= ======= ======= UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 Summary UMB Financial Corporation (the Company) earned net income of $14,961,000 for the three months ended March 31, 1997, compared to $17,996,000 for the same period a year earlier. This represents per share earnings of $0.77 for the first quarter of 1997 compared to $0.89 for the first quarter of 1996. Included in the 1996 results was a gain on the sale of the servicing rights of the merchant bankcard portfolio of $9.8 million. In addition the Company recorded a provision for loan losses of $2.8 million over and above the normal recurring monthly provision. The approximate net after tax effect was $4.3 million or $0.21 per share. The Company's net interest income increased as a result of increased lending activity and the effect of higher interest rates on investment securities. Provision for loan losses decreased due to increased provision in the first quarter of 1996 for non performing loans. Non interest income decreased primarily due to the gain recorded in the first quarter of 1996 from the sale of the servicing rights of the merchant bankcard portfolio. Non interest expense increased 6.49% when comparing the first quarter of 1997 to the same period of 1996. Results of Operations For the three months ended March 31, 1997 the Company earned net interest income of $53,586,000 compared to $51,733,000 for the first quarter of 1996, an increase of 3.58% which approximates the increase in average for the two periods. This increase occurred while the Company's spread and margin remained relatively unchanged. Contributing to the increase in net interest income was an increase of average loans outstanding of 8.42%. The Company's net interest income was also effected by an increase in rates earned on its investment security portfolio. The provision for loan losses was $1,925,000 and $4,827,000 for the three months ended March 31, 1997 and 1996, respectively. The decrease was primarily related to additional provision, during the first quarter of 1996, due to an increase in non performing loans. Net loan charge-offs in the first quarter of 1997 were $1,708,000 compared to $2,109,000 for the same period last year. Non interest income totaled $33,553,000 for the first quarter of 1997 compared to $39,986,000 for the same period of 1996. The largest component of this change was a $9.8 million gain on the sale of the servicing rights of the merchant bankcard portfolio, recorded in the first quarter of 1996. Also effecting non interest income at March 31, 1997 as compared to March 31, 1996 were increases in trust income, service charges and other cash management fees. These increases emphasize the importance of diverse business lines which provide on going returns without jeopardizing the Company's high asset quality standards. Non interest expense was $63,061,000 for the first three months of 1997 compared to $59,217,000 for the same period of 1996, an increase of 6.49%. Staffing related costs increased by 6.32% primarily due to additional personnel at new facilities and the data processing areas. Occupancy costs increased as a result of the opening of new branch facilities. Equipment expense also increased due to the new facilities and as a result of ongoing upgrades to the operating systems. UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 Financial Condition Total assets at March 31, 1996 were $6.443 billion compared to $6.122 billion at March 31, 1996 and $6.512 billion at December 31, 1996. Loans, net of unearned interest increased to $2.597 billion as of March 31, 1997 compared to $2.403 billion at March 31, 1996. This 8.10% increase in loans reflects management's goal to increase loans in a very competitive market. Investment securities decreased to $2.531 billion at March 31, 1997, from $2.602 billion at March 31, 1996. Total deposits increased to $5.157 billion at March 31, 1997 compared to $4.743 billion at March 31, 1996. Non accrual and restructured loans totaled $17,193,000, 0.66% of loans at March 31, 1997 compared to $11,476,000, 0.45% of loans at December 31, 1996. Loans past due 90 days or more were $5,786,000, 0.22% of loans at March 31, 1997, compared to $6,704,000, 0.26% of loans at December 31, 1996. The Company's loan quality remains strong by industry standards. The increase in non-accrual loans was the result of one commercial loan and adequate reserves are in place to cover any potential losses. The total non performing loans and loans past due 90 days or more were less than 1.0% of total loans. At March 31, 1997 the Company's allowance for loan losses was $33,631,000 or 1.29% of outstanding loans. The Company has a well-diversified loan portfolio with no foreign loans and no significant credit exposure to commercial real estate. Delinquency rates in the Company's bankcard loan portfolio are well below industry averages. UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 Liquidity and Capital Resources The Company's liquidity position continues to be strong. At March 31, 1997, the Company's average loan to deposit ratio was 52.0% compared to 49.3% at March 31, 1996. At March 31, 1997, the average life of the securities portfolio was 24 months and 27% of the portfolio matures during the next twelve months. The Company has access to various borrowing markets should there be a need for additional funding. Shareholders' equity totaled $578 million at March 31, 1997 compared to $564 million at March 31, 1996 and $582 million at year end 1996. During the twelve months ended March 31, 1997 the Company increased its treasury stock holdings by $26 million. Management will continue to consider treasury stock purchases depending on price, availability and alternative use of funds. At March 31, 1997, the net unrealized loss on securities available for sale was $7.8 million, compared to unrealized losses of $6.3 million at March 31, 1996 and $1.8 million at December 31, 1996. Included in this report are limited forward looking statements concerning the Company's future financial condition and results of operations. These statements are the result of management's current expectations based on information presently available. Actual results would differ from these expectations as a result of many factors including changes in economic conditions impacting customers ability to repay loans, interest rates and loan demand. Changes in technology, regulatory requirements and competition will also impact future results. The Company's capital position is summarized in the table below and far exceeds regulatory requirements. Three Months Ended March 31, RATIOS 1997 1996 Return on average assets .94% 1.17% Return on average equity 10.41 12.46 Average equity to assets 9.01 9.42 Tier 1 risk-based capital ratio 15.10 16.47 Total risk-based capital ratio 16.08 17.65 Leverage ratio 8.16 8.22 Per Share Data Earnings $ .77 $ 0.89 Cash Dividends $ .20 $ 0.19 Dividend payout ratio 25.97% 21.35% Book value $ 29.69 $ 28.10 UMB FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 PART II. Other Information Item 6. Exhibits and Reports on Form 8-K a) The following exhibit is filed herewith: 27-Article 9 of Regulation S-X Financial Data Schedule for March 31, 1997 Form 10-Q. b) Reports on Form 8-K: The Company filed no reports on Form 8-K during the quarter ended March 31, 1997. UMB FINANCIAL CORPORATION FORM 10-Q 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 hereunto duly authorized. UMB FINANCIAL CORPORATION /s/ R. Crosby Kemper R. Crosby Kemper Chairman /s/ Timothy M. Connealy Timothy M. Connealy Chief Financial Officer Date: May 14, 1997