Exhibit "99.4"
AGREEMENT
This Agreement is made this 14th day of December, 1995 between
UMB Financial Corporation, 0000 Xxxxx Xxxxxx, Xxxxxx Xxxx,
Xxxxxxxx, 00000 ("UMBF"),UMB Bank, n.a., Trustee of the ESOP of UMB
Financial Corporation, 0000 Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx
00000 ("ESOP"), Xxxxxxxxx Financial Corporation, 0000 Xxxx, Xxxxx
000, Xxxxxx Xxxx, Xxxxxxxx, 00000 ("Xxxxxxxxx") and Xxxxxxxxxx Life
Insurance Company, 0000 Xxxx, Xxxxx 000, Xxxxxx Xxxx, Xxxxxxxx,
00000 ("Xxxxxxxxxx").
WHEREAS, after giving effect to a 10% stock dividend payable
January 2, 1996 to shareholders of record of UMBF on December 12,
1995 ("Stock Dividend"), Xxxxxxxxx and Xxxxxxxxxx own or have the
option to purchase a total of 1,581,133 shares of UMB Financial
Corporation common stock ("UMBF Shares") of which 808,828
("Xxxxxxxxx Shares") shares are owned of record by Xxxxxxxxx, 3,405
shares ("Xxxxxxxxxx Shares") are owned by Xxxxxxxxxx and the
remaining 768,900 shares ("State Street Shares") are owned by State
Street Boston Corporation ("State Street") but subject to an option
to purchase by Xxxxxxxxx under the terms of a Stock Purchase
Agreement ("Purchase Agreement") between Xxxxxxxxx and State Street
dated September 15, 1995. A true and correct copy of the Purchase
Agreement is attached as Exhibit A;
WHEREAS, prior to the Stock Dividend, Xxxxxxxxx has had the
option to purchase the State Street Shares under a series of
options all at a price of $39.00 a share as follows:
1) 233,000 shares on December 22, 1995 ("December Option
Shares");
2) 233,000 shares on March 22, 1996 ("March Option Shares");
3) 233,000 shares on June 21, 1996 ("June Option Shares" and
collectively the "Option Shares");
WHEREAS, under the terms of the Purchase Agreement the right
of Xxxxxxxxx to purchase the State Street Shares may, with the
consent of State Street, be assigned to others;
WHEREAS, Xxxxxxxxx and Xxxxxxxxxx desire to sell and UMBF and
the ESOP desire to purchase the UMBF Shares.
NOW THEREFORE, in consideration of the premises and covenants
herein contained the parties hereby agree as follows:
1. Xxxxxxxxx agrees to sell or assign his right to purchase all
of the UMBF Shares and the ESOP and UMBF agrees to purchase all
such shares at a total cost of $43.50 per share in cash.
2. Xxxxxxxxx agrees that it has exercised and, in a timely
fashion, will close its option to purchase the December Option
Shares which will thereafter be added to and included as part of
the Xxxxxxxxx Shares as that term is used herein.
3. On January 2, 1996 Xxxxxxxxx shall:
a. Deliver or cause to be delivered 380,000 shares of the
Xxxxxxxxx Shares to the ESOP in exchange for $16,530,000
cash; will deliver or cause to be delivered 685,128
shares of the Xxxxxxxxx Shares (including 23,300 shares
paid as a stock Dividend on the December Option Shares)
to UMBF for a total of $29,803,068, and shall deliver or
cause to be delivered 3,405 Xxxxxxxxxx Shares to UMBF for
a total of $148,117. The ESOP and UMBF shall pay
Xxxxxxxxx and Xxxxxxxxxx the aggregate purchase price of
$46,481,185 in immediately available funds by wire
transfer to a bank account designated by Xxxxxxxxx and
Xxxxxxxxxx.
b. Assign its option to purchase the March Option Shares and
June Option Shares to UMBF along with a valid consent to
its assignment of those shares by State Street.
c. In the event that State Street withholds its consent to
an assignment of the Option for any reason, then, on the
dates set forth in Sections 4(a) and 5(a) below,
Xxxxxxxxx will exercise its option to purchase the Option
shares and will direct that the Option shares and the
related Stock Dividend shares be transferred to a custody
account at UMB Bank, N.A. UMBF will provide and will
wire transfer to State Street the funds due to State
Street for purchase of the Option Shares, and upon
receipt by Xxxxxxxxx of the sums set forth in Sections
4(b) and 5(b), Xxxxxxxxx will release the Option shares
and the related Stock Dividend shares to UMBF. In the
event that State Street fails to transfer the State
Street Shares to the custodial account in accordance with
the terms of the Option, then Xxxxxxxxx shall, at its
expense, take such reasonable steps (including, without
limitation, an action for specific performance as UMBF my
request to cause such transfer to be made.
4. On March 22, 1996:
a. UMBF will exercise its option to purchase the March
Option Shares (plus the Stock Dividend shares on the
March Option Shares) from State Street for $9,087,000.
UMBF shall pay State Street the aggregate purchase price
in immediately available funds by wire transfer to a bank
account designated by State Street.
b. On receipt of the March Option Shares, UMBF will pay
Xxxxxxxxx $2,062,050 for the March Option Shares.
5. On June 21, 1996:
a. UMBF will exercise its option to purchase the June Option
Shares (plus the Stock Dividend shares on the June Option
Shares) from State Street for $9,087,000. UMBF shall pay
State Street the aggregate purchase price in immediate
available funds by wire transfer to a bank account
designated by State Street.
b. On receipt of the June Option Shares, UMBF will pay
Xxxxxxxxx $2,062,050 for the June Option Shares,
6. All references to the number of UMBF shares and the price to
be paid for such shares shall also be adjusted to give effect to
any future stock split, stock dividend or similar corporate event
effecting a change in the number of shares of common stock of UMBF
occurring after the date of this agreement and prior to each
purchase hereunder.
7. All UMBF Shares now held by State Street and to be received by
it as a result of the Stock Dividend are held by it in book entry
form at Depository Trust Company. UMBF will establish a custody
account in its Trust Department in the name of "Xxxxxxxxx" and one
in its own name into which Option Shares purchased by either of
them under the Options will be delivered. Prior to January 2,
1996, Xxxxxxxxx will cause State Street to give instructions to
UMBF to withdraw the 23,300 shares payable as the result of the
Stock Dividend on the December Option Shares and credit them to
UMBF's account on January 2, 1996.
8. Representations and Warranties
x. Xxxxxxxxx'x and Xxxxxxxxxx'x Representations and
Warranties.
Xxxxxxxxx and Xxxxxxxxxx hereby represent and warrant to
UMBF and the ESOP as follows:
x. Xxxxxxxxx is a corporation duly organized, validly
existing and in good standing under the laws of the
State of Missouri, and has full power and authority
to carry on its business as now conducted, and to
own its assets, property and business.
ii. Xxxxxxxxxx is a corporation duly organized, validly
existing and in good standing under the laws of the
State of Arizona, and has full power and authority
to carry on its business as now conducted, and to
own its assets, property and business.
iii. All corporate and other proceedings required to be
taken by or on behalf of each of them to authorize
them to enter into and carry out this Agreement has
been duly and properly taken, and this Agreement
has been duly authorized, executed and delivered by
each of them, and constitutes a legal, valid and
binding agreement of each of them.
iv. The execution and delivery of this Agreement and
the consummation of the transactions contemplated
hereby do not and will not result in a default
under, or violate, the Articles or By-Laws of
either of them, or any agreement by which either of
them is bound or any law or regulation to which
either of them is subject.
v. All UMBF shares delivered to the ESOP and UMBF
shall be free and clear of any and all liens,
claims, charges and encumbrances of any kind
whatsoever.
vi. The Xxxxxxxxx and Xxxxxxxxxx shares represent all
of the common stock of UMBF owned beneficially or
of record by Xxxxxxxxx and its affiliates.
vii. Xxxxxxxxx and Xxxxxxxxxx have been provided with
all information requested by them regarding the
business and financial condition of UMBF and have
been offered an opportunity to ask questions of the
officers of UMBF regarding UMBF's business and
financial condition.
viii. The Purchase Agreement attached hereto as Exhibit A
remains in full force and effect and neither
Xxxxxxxxx nor Xxxxxxxxxx know of any reason why
State Street would not perform the Purchase
Agreement in accordance with its terms.
b. UMBF and the ESOP's Representations and Warranties. UMBF
and the ESOP hereby represent and warrant to Xxxxxxxxx
and Xxxxxxxxxx the following:
i. UMBF is a corporation duly organized, validly
existing and in good standing under the laws of the
State of Missouri, and has full power and authority
to carry on its business as now conducted, and to
own its assets, property and business.
ii. The ESOP is a trust with UMB Bank, n.a. serving as
Trustee under the ESOP of UMB Financial Corporation
and is validly existing under all applicable law,
and has full power and authority to carry, on its
business as now conducted, and to own its assets,
property and business.
iii. All corporate and other proceedings required to be
taken by or on behalf of the ESOP and UMBF to
authorize each of them to enter into and carry out
this Agreement have been duly and properly taken,
and this Agreement has been duly authorized,
executed and delivered by each of them and
constitutes a legal, valid and binding agreement.
iv. The execution and delivery of this Agreement and
the consummation of the transactions contemplated
hereby do not and will not result in a default
under or violate the Trust Agreement, the Plan,
Articles or By-Laws of the ESOP and UMBF, or any
agreement by which they are bound or any law or
regulation to which they are subject.
v. The ESOP and UMBF represent and agree that they
shall be responsible for all transfer taxes,
registration fees, listing fees, (but not income or
other taxes) incurred in connection with the
purchase of their respective Shares. Each party
shall bear its own expenses incurred in connection
with this transaction except as expressly provided
otherwise in this paragraph.
9. Regulatory Filings.
In connection with the consummation of the transaction contem-
plated by this Agreement, the ESOP and UMBF represent and warrant
that they have made all required or appropriate notices and filings
with all federal and state regulatory and governmental authorities
and have received all necessary or appropriate confirmations
consents, and approvals from such federal and state regulatory and
governmental authorities. Although Xxxxxxxxx shall cooperate in
providing information or other reasonable assistance in connection
with any such filings and notices, it is expressly understood and
agreed that such filings and notices, to the extent that they are
triggered by or otherwise arise by reason of the ESOP's and UMBF's
acquisition or proposed acquisition of the UMBF Shares, shall be
the sole responsibility and expense of the ESOP and UMBF, and
Xxxxxxxxx and Xxxxxxxxxx shall not be liable for, and the ESOP and
UMBF shall indemnify Xxxxxxxxx and Xxxxxxxxxx with respect to, any
claims, losses penalties or other costs or expenses which may
result from the failure to comply with any such filing or notice
requirements. In the event that any federal or state regulatory or
governmental authority shall revoke or otherwise determine that the
ESOP and UMBF are not permitted to consummate the purchase of the
UMBF Shares as contemplated herein, the ESOP and UMBF shall be
relieved of any obligation to purchase the UMBF Shares under this
Agreement. Notwithstanding the foregoing, all filings required of
Xxxxxxxxx and Xxxxxxxxxx under Federal Securities Law with respect
to the transaction provided for herein shall remain Xxxxxxxxx'x and
Xxxxxxxxxx'x sole responsibility.
10. Miscellaneous.
a. Termination and Amendment. This Agreement may not be
terminated, nor may any provision of this Agreement be
amended, unless consented to in writing by the parties
hereto.
b. Notices. All notices and other communications provided
for hereunder shall be in writing (including telecopy)
and if to the ESOP or UMBF, either mailed, telecopied,
couried or delivered to them at 0000 Xxxxx Xxxxxx, Xxxxxx
Xxxx, Xxxxxxxx 00000, Attention: Xxxxx X. Xxxxxx, or if
to Xxxxxxxxx, either mailed, telecopied, couried or
delivered to it at 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx
Xxxx, Xxxxxxxx 00000, Attention: Xxxx X. Xxxxxxxx. All
such notices and other communications shall, when mailed,
be effective on the first Business Day after the date of
receipt.
c. Severability . To the extent possible, each provision of
this Agreement will be interpreted in such manner as to
be effective and valid under applicable law, but if any
provision is held to be invalid, illegal or
unenforceable, that provision will be ineffective only to
the extent of such invalidity, illegality or
unenforceability, without rendering invalid, illegal or
unenforceable the remainder of any such provision or the
remaining provisions of this Agreement.
d. Waiver. A waiver by any party of any term or provision
of this Agreement will not be considered a waiver of that
term or provision at any other time, or of any other term
or provision.
e. Assignment. None of the parties may assign or transfer
its rights or obligations under this Agreement to any
other person without the other parties' prior written
consent except that UMBF or the ESOP may assign its right
to purchase shares to the other or some other affiliated
entity which is financially able to perform the contract.
f. Specific Performance. Xxxxxxxxx and Xxxxxxxxxx agree
that UMBF and the ESOP would be irreparably damaged if
Xxxxxxxxx and Xxxxxxxxxx do not perform this Agreement in
accordance with its terms and that UMBF and the ESOP
shall be entitled, in addition to any other remedies to
them, to specific performance by Xxxxxxxxx and Xxxxxxxxxx
of this Agreement.
g. Entire Agreement and Governing Law. This Agreement
constitutes the entire agreement between the parties and
supersedes any prior agreements or representations
relating to the sale of the UMBF Shares and may not be
contradicted by evidence or prior, contemporaneous or
subsequent oral agreements. This Agreement shall be
governed by the laws of the State of Missouri, without
regard to any applicable conflicts of laws principles.
h. Counterparts. This Agreement may be executed in
counterparts all of which shall be considered one and the
same agreements and shall become effective when
counterparts have been signed by each of the parties an
delivered to the other party, it being understood that
all parties need not sign the same counterpart.
IN WITNESS WHEREOF, the parties have caused this agreement to
be duly executed as of the date first written above.
UMB FINANCIAL CORPORATION
By: /s/ XXXXXXXXX X. XXXXXX
Title: President
UMB BANK, N.A., Trustee of the UMB
Financial Corporation Employee Stock
Ownership Plan
By: /s/ XXXXX X. XXXXXX
Title: Executive Vice President
XXXXXXXXX FINANCIAL CORPORATION
By: /s/ XXXX XXXXXXXXX
Title: President
XXXXXXXXXX LIFE INSURANCE COMPANY
By: /s/ XXXX XXXXXXXXX
Title: President
