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parsed_sections/legal_matters/1996/ANF_abercrombi_legal_matters.txt

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+LEGAL MATTERS The validity of the Class A Common Stock offered hereby will be passed upon by Davis Polk & Wardwell, New York, New York. Certain legal matters in connection with the Class A Common Stock offered hereby will be passed upon for the Underwriters by Fried, Frank, Harris, Shriver & Jacobson (a partnership including professional corporations), New York, New York.

parsed_sections/legal_matters/1996/CALM_cal-maine_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Wells, Moore, Simmons & Neeld, PLLC, Jackson, Mississippi. Freedman, Levy, Kroll & Simonds, Washington, D.C, have acted as special counsel to the Company with respect to legal matters under the federal securities laws. Certain legal matters in connection with this offering will be passed upon for the Underwriters by Morse, Zelnick, Rose & Lander, LLP, New York, New York.

parsed_sections/legal_matters/1996/CIK0000011913_beverly_legal_matters.txt

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+LEGAL MATTERS Certain legal matters in connection with this offering are being passed upon for the Company by Lord, Bissell & Brook, Chicago, Illinois, and for the Underwriters by Chapman and Cutler, Chicago, Illinois.

parsed_sections/legal_matters/1996/CIK0000052532_mercury_legal_matters.txt

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+LEGAL MATTERS The validity of the Debentures offered hereby and the Common Stock issuable upon conversion thereof and certain other matters will be passed upon for Mercury by McBreen, McBreen & Kopko, Chicago, Illinois. Frederick H. Kopko, Jr. is a member of that firm, a director of Mercury and beneficially owns an option to acquire 33,000 shares of Mercury's Common Stock. Certain legal matters in connection with the offering will be passed upon for the Underwriters by Orrick, Herrington & Sutcliffe, San Francisco, California. MERCURY AIR GROUP, INC.

parsed_sections/legal_matters/1996/CIK0000060064_loehmanns_legal_matters.txt

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+LEGAL MATTERS Certain legal matters in connection with the Common Stock offered hereby will be passed upon for the Company by Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York and for the Underwriters by Fried, Frank, Harris, Shriver & Jacobson (a partnership including professional corporations), Los Angeles, California.

parsed_sections/legal_matters/1996/CIK0000080816_providence_legal_matters.txt

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+LEGAL MATTERS Certain legal matters relating to the shares of Class A Common Stock will be passed upon for the Company by Edwards & Angell, Providence, Rhode Island. Certain legal matters under the Communications Act and the rules and regulations promulgated thereunder by the FCC will be passed upon for the Company by Covington & Burling, Washington, D.C. Certain legal matters in connection with the Underwritten Offering will be passed upon for the Underwriters by Brown & Wood, New York, New York. Partners and of-counsel attorneys of Edwards & Angell own 49,950 (adjusted for the Stock Split) shares of Common Stock. Benjamin P. Harris, III, a Director of the Company, is a senior partner of Edwards & Angell and beneficially owns 21,150 and 21,600 shares of the Class A Common Stock and the Class B Common Stock, respectively (adjusted for the Stock Split).

parsed_sections/legal_matters/1996/CIK0000098618_alanco_legal_matters.txt

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+LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Dennis Brovarone, Esq., Denver, Colorado.<PAGE>

parsed_sections/legal_matters/1996/CIK0000202930_printpack_legal_matters.txt

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+CERTAIN LEGAL MATTERS Certain legal matters in connection with the issuance of the Exchange Notes have been passed upon for the Company by Alston & Bird, Atlanta, Georgia. Neil Williams, the managing partner of Alston & Bird, is a Printpack director. See "Management." INDEPENDENT ACCOUNTANTS The financial statements of Printpack, Inc. as of June 29, 1996 and June 24, 1995 and for each of the three years in the period ended June 29, 1996, and the combined financial statements of The Flexible Packaging Group of James River Corporation as of December 31, 1995 and December 25, 1994 and for each of the three years in the period ended December 31, 1995 included in this Prospectus have been so included in reliance on the reports of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

parsed_sections/legal_matters/1996/CIK0000206005_collective_legal_matters.txt

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+LEGAL MATTERS The legality of the Units offered hereby will be passed upon for UMB by Watson & Marshall L.C. of Kansas City, Missouri. Members in that firm hold approximately 15,925 shares of UMB Financial Corporation common stock, of which UMB is a wholly owned subsidiary. In addition, UMB or its affiliates may grant loans to members and employees of Watson & Marshall L.C., their related interest and their immediate family members in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those rates prevailing at the time for comparable transactions with other persons which, in the opinion of UMB's management, did not involve more than the normal risk of collectibility or present other unfavorable features. ADDITIONAL INFORMATION UMB, as Trustee, has filed with the Securities Exchange Commission (the "SEC") a Registration Statement on Form S-1 (together with any amendments thereto, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Units of Participation in the Funds. This Prospectus does not contain all the information set forth in the Registration Statement and the exhibits thereto, certain portions of which have been omitted as permitted by the rules and regulations of the SEC. This material can be inspected and copied at the public reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices in Chicago (Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511) and in New York (7 World Trade Center, Suite 1300, New York, New York 10048) and copies of such material can be obtained by mail from the Public Reference Section of the SEC, Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. For further information, reference is made to the Registration Statement and the exhibits filed therewith. Statements contained in this Prospectus relating to the contents of any documents referred to herein are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the Registration Statement, such statement being qualified in all respects by such reference. The Funds and UMB Financial Corporation, the parent of UMB, are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith, file reports and other information with the SEC. This material can be inspected and copied at the public reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices in Chicago (Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511) and in New York (7 World Trade Center, Suite 1300, New York, New York 10048) and copies of such material can be obtained by mail from the Public Reference Section of the SEC, Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. UMB Financial Corporation common stock is quoted on the NASDAQ-National Market System and reports and other information concerning UMB Financial Corporation are filed therewith. RECOMMENDATION TO CONSULT ADVISORS UMB recommends that each Employer consult with its attorneys, accountants and other appropriate professional advisors regarding the advisability of adopting the Plan and Trust, keeping in mind the legal, tax and financial results to be anticipated. UMB is unable to and does not undertake to render advice concerning such matters. <PAGE> FINANCIAL STATEMENTS TABLE OF CONTENTS UMB Bank, N.A. Defined Contribution Plan and Trust Index to Financial Statements in Form 10-K Page Report of Independent Auditors F-2 Fund for Pooling Equity Investments of Employee Trusts Financial Statements: Statements of Assets and Liabilities, October 31 1995 and 1994 F-3 Statements of Investments Held, October 31, 1995 and 1994 F-4 Statements of Operations, three years ended October 31, 1995 F-15 Statements of Participants' Interest, three years ended October 31, 1995 F-16 Fund for Pooling Debt Investments of Employee Trusts: Financial Statements: Statements of Assets and Liabilities, October 31, 1995 and 1994 F-17 Statements of Investments Held, October 31, 1995 and 1994 F-18 Statements of Operations, three years ended October 31, 1995 F-29 Statements of Participants' Interest, three years ended October 31, 1995 F-30 Pooled Income Fund for Employee Trusts: Financial Statements: Statements of Assets and Liabilities, October 31, 1995 and 1994 F-31 Statements of Investments Held, October 31, 1995 and 1994 F-32 Statements of Operations, three years ended October 31, 1995 F-35 Statements of Participants' Interest, three years ended October 31, 1995 F-36 Notes to Financial Statements for the three years ended October 31, 1995 F-37 <PAGE> Report of Independent Auditors Board of Directors UMB Bank, N.A. We have audited the accompanying statements of assets and liabilities and statements of investments held of the Fund for Pooling Equity Investments of Employee Trusts, the Fund for Pooling Debt Investments of Employee Trusts and the Pooled Income Fund for Employee Trusts of UMB Bank, N.A. as of October 31, 1995 and 1994, and the related statements of operations and participants interest for each of the three years in the period ended October 31, 1995. These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Fund for Pooling Equity Investments of Employee Trusts, the Fund for Pooling Debt Investments of Employee Trusts and the Pooled Income Fund for Employee Trusts of UMB Bank, N.A. at October 31, 1995 and 1994, and the results of their operations and changes in their participants interest for each of the three years in the period ended October 31, 1995, in conformity with generally accepted accounting principles. Ernst & Young LLP Kansas City, Missouri December 8, 1995 <PAGE> <TABLE> UMB Bank, N.A. Fund for Pooling Equity Investments of Employee Trusts Statements of Assets and Liabilities <CAPTION> October 31, 1994 1995 Cost Market Cost Market <S> <C> <C> <C> <C> Assets Investments: Common Stocks $133,237,643 $171,192,727 $162,051,285 $192,164,903 Commercial Paper 57,583,776 57,583,776 66,013,975 66,013,975 Short-Term Money Market 2,765,477 2,765,477 4,140,195 4,140,195 Fund ____________ ____________ ____________ ____________ $193,586,896 231,541,980 $232,205,455 262,319,073 ============ ============ ============ ============ Interest and dividends 542,286 588,697 receivable Receivable for securities sold ----- 163,522 ___________ ____________ 232,084,266 263,071,292 Liabilities Audit fee payable 10,428 11,187 Payable for securities purchased ---- 508,397 _____________ ____________ Participants' interest, equivalent to $56.37 per unit on 4,117,128 units outstanding in 1994 $56.32 per unit on 4,082,250 units outstanding in 1995 $232,073,838 262,551,708 ============ ============ See notes to financial statements. </TABLE> <PAGE> <TABLE> <CAPTION> UMB Bank, N.A. Fund for Pooling Equity Investments of Employee Trusts Statements of Investments Held October 31 October 31 1994 1995 Number Number of Cost Market of Cost Market Shares Shares <S> <C> <C> <C> <C> <C> <C> Common Stocks - 1994, 73.9%; 1995, 73.2%: Consumer Nondurables - 1994, 13.6%; 1995, 8.9%: Beverages Anheuser-Busch Companies, Inc. 48,000 $ 2,434,943 $ 2,436,000 22,000 $ 1,011,042 $ 1,452,000 PepsiCo, Inc. 61,000 1,993,198 2,135,000 --- --- --- ____________ ____________ ____________ ____________ Total Beverages $ 4,428,141 $ 4,571,000 1,011,042 1,452,000 ____________ ____________ ____________ ____________ Food: Archer Daniels Midland Co. 82,287 380,066 2,355,465 68,250 187,015 1,092,000 Bob Evans Farms, Inc. 82,000 1,444,625 1,670,750 157,800 2,987,675 2,840,400 Bordon, Inc. 129,000 2,929,785 1,741,500 --- --- --- Brinker International --- --- --- 165,000 2,893,375 2,000,625 Heinz (H.J.) Co. 36,200 1,278,110 1,339,400 20,000 702,200 930,000 Pioneer Hi-Bred International, Inc. 60,000 587,375 2,010,000 20,000 174,667 992,500 ____________ ____________ ____________ ____________ Total Food 6,619,961 9,117,115 6,944,932 7,855,525 ____________ ____________ ____________ ____________ Health Care: American Home Products Corp. 31,000 1,075,496 1,968,500 12,000 177,069 1,063,500 Bard (C.R.), Inc. 90,000 2,263,326 2,205,000 100,000 2,527,246 2,825,000 Baxter International, Bard (C.R.) Inc. 90,000 2,008,410 2,340,000 26,000 384,678 1,004,250 Bristol Myers Squibb Co. 43,000 1,551,049 2,510,125 48,000 1,862,024 3,660,000 Community Psychiatric Center --- --- --- 173,000 1,803,525 1,881,375 Merck and Co., Inc. 72,000 618,891 2,565,000 16,900 36,531 971,750 Pfizer, Inc. 28,000 186,808 2,075,500 --- --- --- ____________ ____________ ____________ ____________ Total Health Care 7,703,980 13,664,125 6,791,073 11,405,875 ____________ ____________ ____________ ____________ Household Products: Clorox Co. 18,000 812,408 972,000 --- --- --- Proctor & Gamble Co. 22,176 500,460 1,394,316 --- --- --- Rubbermaid Inc. 26,000 819,842 715,000 61,500 1,766,804 1,606,688 ____________ ____________ ____________ ____________ Total Household Products 2,132,710 3,081,316 1,766,804 1,606,688 ____________ ____________ ____________ ____________ Photography: Eastman Kodak Co. 24,000 580,232 1,155,000 16,000 331,686 1,002,000 ____________ ____________ ____________ Total Consumer Nondurables $ 21,465,024 $ 31,588,556 $ 16,845,537 $ 23,322,088 ============ ============ ============ ============ Services - 1994, 9.0%; 1995, 11.4%: Media: Donnelly RR & Sons Co. 77,000 $ 2,147,162 $ 2,406,250 - $ - $ - Dun and Bradsteet Companies, Inc. 39,000 1,948,185 2,286,375 53,000 2,689,275 3,166,750 Gannett Co., Inc. 52,000 1,505,626 2,496,000 52,000 1,505,626 2,827,500 ____________ ____________ ____________ ____________ Total Media 5,600,973 7,188,625 4,194,901 5,994,250 ____________ ____________ ____________ ____________ Retail: American Greetings Corp. - - - 121,000 3,573,439 3,811,500 Block (H&R), Inc. 18,000 585,465 798,750 14,300 520,878 589,875 Dillard Department Stores, Inc. 93,000 3,141,299 2,464,500 120,000 3,831,368 3,255,000 Limited, Inc. 118,000 2,487,150 2,183,000 118,000 2,487,150 2,183,000 Mercantile Stores Co., Inc. 30,000 1,016,665 1,365,000 30,000 1,016,665 1,346,250 Rite-Aid Corp. 96,300 1,608,156 2,311,200 - - - Sear Roebuck and Co. 35,000 1,136,566 1,732,500 26,900 467,127 914,600 Services Corp. International 42,000 621,575 1,118,250 - - - TJX Companies, Inc. - - - 329,000 4,407,311 4,441,500 Toys 'R' Us, Inc. 30,000 903,350 1,158,750 126,000 3,312,723 2,756,250 ____________ ____________ ____________ ____________ Total Retail 11,500,226 13,131,950 19,616,661 19,297,975 ____________ ____________ ____________ ____________ Textile and Apparel: Bassett Furniture Industries - - - 114,500 2,803,761 2,304,312 Brown Group, Inc. - - - 81,000 2,264,675 1,113,750 Stride Rite Corp. 37,000 854,663 513,375 118,000 1,749,713 1,327,500 ____________ ____________ ____________ ____________ Total Textile and Apparel 854,663 513,375 6,818,149 4,745,562 ____________ ____________ ____________ ____________ Total Services $ 17,955,862 $ 20,833,950 $ 30,629,711 $ 30,037,787 ============ ============ ============ ============ Consumer Durables - 1994, 3.1%; 1995, 2.4%: Automotive: General Motors Corp. 5,000 $ 157,125 $ 197,500 5,000 $ 157,125 $ 218,750 Genuine Parts Co. 72,000 1,728,760 2,601,000 72,000 1,728,760 2,853,000 ____________ ____________ ____________ ____________ Total Automotive 1,885,885 2,798,500 1,885,885 3,071,750 ____________ ____________ ____________ ____________ Building: Black & Decker Corp. 82,000 $ 1,386,180 $ 2,060,250 - $ - $ - Masco Corp. 102,000 2,591,502 2,422,500 113,000 2,843,327 3,178,125 ____________ ____________ ____________ ____________ Total Building 3,977,682 4,482,750 2,843,327 3,178,125 ____________ ____________ ____________ ____________ Total Consumer Durables $ 5,863,567 $ 7,281,250 $ 4,729,212 $ 6,249,875 ============ ============ ============ ============ Capital Goods - 1994, 13.8%; 1994, 15.6%: Aerospace: Boeing Co. 35,000 $ 1,246,510 $ 1,535,625 - $ - $ - Electrical Equipment: Emerson Electric Co. 30,000 892,425 1,822,500 - - - General Electric Co. 32,000 97,903 1,564,000 32,000 97,903 2,024,000 ____________ ____________ ____________ ____________ Total Electrical Equipment 990,328 3,386,500 97,903 2,024,000 ____________ ____________ ____________ ____________ Electronics: DOVatron International, Inc. 3,000 30,717 81,000 - - - Harris Computer Systems Corp. 900 26,172 12,600 - - - Harris Corp. 18,000 492,018 771,750 - - - Hewlett-Packard Co. 7,900 79,410 773,212 - - - Perkin Elmer Corp. 72,000 2,295,526 2,124,000 100,000 3,021,545 3,512,500 Tandem Computers, Inc. 52,000 578,734 923,000 220,000 2,840,384 2,475,000 ____________ ____________ ____________ ____________ Total Electronics 3,502,577 4,685,562 5,861,929 5,987,500 ____________ ____________ ____________ ____________ Machinery: Cooper Industries, Inc. 48,000 2,284,506 1,794,000 48,000 2,284,506 1,620,000 Deere & Co. 8,000 208,955 573,000 - - - Dover Corp. 12,000 213,286 666,000 - - - Gardner Denver Machinery, Inc. 1,920 22,342 20,160 - - - Giddings & Lewis - - - 181,000 2,947,805 2,918,625 Illinois Tool Works, Inc. 16,000 284,675 720,000 - - - Snap On, Inc. 63,000 2,180,534 2,000,250 81,000 2,756,664 3,432,375 ____________ ____________ ____________ ____________ Total Machinery 5,194,298 5,773,410 7,988,975 7,971,000 ____________ ____________ ____________ ____________ Office Equipment: Automatic Data Processing, Inc. 15,000 $ 367,463 $ 875,625 - $ - $ - Digital Equipment Corp. 20,300 1,153,854 621,687 20,300 1,153,853 1,096,200 International Business Machines Corp. 33,300 2,271,201 2,480,850 17,000 614,648 1,653,250 Novell, Inc. 144,000 3,114,000 2,664,000 250,200 4,628,700 4,128,300 Telxon Corp. 50,000 796,350 650,000 - - - Xerox Corp. 5,000 270,446 512,500 - - - ____________ ____________ ____________ ____________ Total Office Equipment 7,973,314 7,804,662 6,397,201 6,877,750 ____________ ____________ ____________ ____________ Miscellaneous: Browning-Ferris Industries, Inc. 38,000 357,155 1,206,500 - - - Calgon Carbon Corp. 200,000 2,947,180 2,250,000 297,200 4,057,752 3,380,650 Chemical Waste Management, Inc. 117,000 1,694,130 1,111,500 - - - Fluor Corp. 21,000 862,050 1,039,500 10,000 410,500 565,000 Grainger, WW, Inc. - - - 47,000 2,620,017 2,937,500 Hillenbrand Industry, Inc. - - - 128,000 3,825,797 4,064,000 Indresco, Inc. - - - 216,000 2,604,338 3,699,000 Morrison Knudson Corp. 49,000 1,009,955 765,625 - - - WMX Technologies, Inc. 83,000 2,120,150 2,438,125 122,000 3,289,825 3,431,250 ____________ ____________ ____________ ____________ Total Miscellaneous 8,990,620 8,811,250 16,808,229 18,077,400 ____________ ____________ ____________ ____________ Total Capital Goods $ 27,897,647 $ 31,997,009 $ 37,154,237 $ 40,937,650 ============ ============ ============ ============ Basic Materials - 1994, 15.4%; 1995, 13.2%: Chemicals: Air Products & 22,000 $ 578,535 $ 1,050,500 22,000 $ 578,535 $ 1,135,750 Chemicals, Inc. Avery Dennison Corp. 24,000 595,170 807,000 - - - DuPont, (E.I.) De Nemours & Co., Inc. 18,000 355,814 1,073,250 - - - Mallinckrodt Group, Inc. 45,000 1,313,445 1,366,875 87,000 2,557,457 3,023,250 Monsanto Company 15,000 450,512 1,141,875 - - - Nalco Chemical Co. 68,000 1,374,941 2,193,000 107,000 2,691,594 3,210,000 ____________ ____________ ____________ ____________ Total Chemicals 4,668,417 7,632,500 5,827,586 7,369,000 ____________ ____________ ____________ ____________ Metal & Mining: Aluminum Co. of America 6,000 $ 225,187 $ 511,500 - $ - $ - Brush Wellman, Inc. 82,000 1,119,804 1,373,500 67,000 887,765 1,122,250 Carpenter Technology Corp. 17,000 672,088 960,500 - - - Cyprus Amax Minerals Co. 39,000 879,165 1,038,375 128,000 3,138,157 3,344,000 ____________ ____________ ____________ ____________ Total Metal & Mining 2,896,244 3,883,875 4,025,922 4,466,250 ____________ ____________ ____________ ____________ Paper & Forestry Products: International Paper Co. 11,000 284,749 819,500 - - - Union Camp Corp. 25,000 1,080,990 1,187,500 25,000 1,080,990 1,271,875 Weyerhaeuser Co. 55,000 1,540,607 2,165,625 59,000 1,690,886 2,603,375 ____________ ____________ ____________ ____________ Total Paper & Forestry Products 2,906,346 4,172,625 2,771,876 3,875,250 ____________ ____________ ____________ ____________ Petroleum: Amoco Corp. 20,000 355,455 1,267,500 20,000 355,455 1,277,500 Atlantic Richfield Co. 25,000 2,683,625 2,709,375 25,000 2,683,625 2,668,750 Baker Hughes, Inc. - - - 90,000 1,827,000 1,766,250 Dresser Industries, Inc. 126,000 2,445,584 2,677,500 126,000 2,445,584 2,630,250 Exxon Corp. 22,000 144,215 1,383,250 - - - Halliburton Co. 20,000 654,064 740,000 20,000 654,064 830,000 Kerr-McGee Corp. 54,000 2,271,903 2,652,750 54,000 2,271,903 2,976,750 Mobil Corp. 13,000 146,120 1,118,000 - - - Phillips Petroleum Co. 35,200 596,545 1,298,000 35,200 596,545 1,135,200 Schlumberger Ltd. 42,500 2,320,180 2,502,187 24,000 1,212,270 1,494,000 Shell Transportation & Trading Co. 12,000 407,062 856,500 - - - Texaco, Inc. - - - 22,000 1,337,235 1,498,750 USX Marathon Group 147,000 2,579,469 2,774,625 156,000 2,729,634 2,769,000 ____________ ____________ ____________ ____________ Total Petroleum 14,604,222 19,979,687 16,113,315 19,046,450 ____________ ____________ ____________ ____________ Total Basic Materials $ 25,075,229 $ 35,668,687 $ 28,738,699 $ 34,756,950 ============ ============ ============ ============ Transportation - 1994, 2.8%; 1995, 2.5%: Railroads: Norfolk Southern Corp. 22,600 $ 523,646 $ 1,423,800 22,600 $ 523,646 $ 1,745,850 Union Pacific Corp. 38,000 1,493,471 1,857,250 26,000 785,751 1,699,750 ____________ ____________ ____________ ____________ Total Railroads 2,017,117 3,281,050 1,309,397 3,445,600 ____________ ____________ ____________ ____________ Trucking: Consolidated Freightways, Inc. 42,000 537,700 939,750 - - - Roadway Services, Inc. 10,000 260,163 572,500 56,000 2,519,513 2,506,000 Yellow Corp. 84,000 1,962,795 1,638,000 50,000 1,161,609 656,250 ____________ ____________ ____________ ____________ Total Trucking 2,760,658 3,150,250 3,681,122 3,162,250 ____________ ____________ ____________ ____________ Total Transportation $ 4,777,775 $ 6,431,300 $ 4,990,519 $ 6,607,850 ============ ============ ============ ============ Multibusiness - 1994, 0.6%; 1995, 0.8%: Minnesota Mining & Manufacturing Co. 14,000 $ 176,011 $ 775,250 14,000 $ 176,012 $ 796,250 TRW, Inc. 7,000 324,985 498,750 20,000 1,154,450 1,315,000 ____________ ____________ ____________ ____________ Total Multibusiness $ 500,996 $ 1,274,000 $ 1,330,462 $ 2,111,250 ============ ============ ============ ============ Utilities - 1994, 10.5%; 1995, 14.0%: Communication: American Telephone & Telegraph Co. 15,500 $ 508,178 $ 852,500 60,000 $ 2,782,585 $ 3,840,000 Bell Atlantic Corp. 42,000 1,469,413 2,199,750 53,000 2,011,824 3,365,500 BellSouth Corp. 18,000 565,507 958,500 - - - Comsat Corp. - - - 155,500 3,043,315 3,090,562 Southwestern Bell Corp. 26,000 382,095 1,088,750 - - - Sprint Corp. 41,000 1,009,445 1,347,875 64,000 1,623,200 2,464,000 US West, Inc. 62,000 2,499,011 2,332,750 72,000 2,862,111 3,447,000 ____________ ____________ ____________ ____________ Total Communication 6,433,649 8,780,125 12,323,035 16,207,062 ____________ ____________ ____________ ____________ Electric: Dominion Resources, Inc. 53,200 $ 2,207,204 $ 1,975,050 75,500 $ 3,019,511 $ 3,001,125 Energy Corp. 88,000 2,171,275 2,057,000 118,000 2,840,275 3,363,000 FPL Group, Inc. 67,000 1,992,922 2,219,375 - - - Florida Progress Corp. 76,000 2,234,425 2,223,000 76,000 2,234,425 2,517,500 Scana Corp. 32,500 759,560 1,401,562 99,200 1,763,135 2,517,200 Texas Utilities Co. 20,550 705,417 670,444 41,000 1,353,375 1,506,750 Union Electric Co. 12,500 342,875 448,438 12,500 342,875 487,500 ____________ ____________ ____________ ____________ Total Electric 10,413,678 10,994,869 11,553,596 13,393,075 ____________ ____________ ____________ ____________ Natural Gas: Mapco, Inc. 38,000 1,712,379 2,075,750 72,000 3,451,979 3,708,000 Panhandle Eastern Corp. 84,500 1,576,257 1,985,750 132,000 2,522,725 3,333,000 ____________ ____________ ____________ ____________ Total Natural Gas 3,288,636 4,061,500 5,974,704 7,041,000 ____________ ____________ ____________ ____________ Miscellaneous: Wisconsin Energy Corp. 15,000 276,450 397,500 - - - ____________ ____________ ____________ ____________ Total Utilities $ 20,412,413 $ 24,233,994 $ 29,851,335 $ 36,641,137 ============ ============ ============ ============ Finance - 1994, 5.1%; 1995, 4.4%: Banks: NBD Bancorp, Inc. 52,000 $ 1,581,690 $ 1,599,000 48,600 $ 1,471,870 $ 1,846,800 Wachovia Corp. 40,000 175,038 1,340,000 10,000 37,350 441,250 ____________ ____________ ____________ ____________ Total Banks 1,756,728 2,939,000 1,509,220 2,288,050 ____________ ____________ ____________ ____________ Finance Companies: ____________ ___________ ____________ ____________ Dean Witter, Discover & Co. 13,660 408,584 527,618 - - - ____________ ___________ ____________ ____________ Insurance: Allstate Corp. - - - 32,446 524,968 1,192,391 American International Group, Inc. 10,500 547,710 983,063 - - - AON Corp. 76,000 2,434,713 2,365,500 83,000 2,644,327 3,413,375 Cigna Corp. 13,000 589,909 856,375 - - - Liberty Corp. 85,000 2,201,586 2,241,875 89,000 2,291,820 2,981,500 ____________ ____________ ____________ ____________ Total Insurance 5,773,918 6,446,813 5,461,115 7,587,266 ____________ ____________ ____________ ____________ Miscellaneous: American Express Co. 58,000 $ 1,191,287 $ 1,790,750 40,000 $ 811,238 $ 1,625,000 Lehman Brothers Holdings, Inc. 11,600 158,613 179,800 - - - ____________ ____________ ____________ ____________ Total Miscellaneous 1,349,900 1,970,550 811,238 1,625,000 ____________ ____________ ____________ ____________ Total Finance $ 9,289,130 $ 11,883,981 $ 7,781,573 $ 11,500,316 ============ ============ ============ ============ Total Common Stock $133,237,643 $171,192,727 $162,051,285 $192,164,903 ============ ============ ============ ============ COMERCIAL PAPER - 1994, 24.9%; 1995, 25.2%: American Greeting, Discount CP, due 11-29-95 $ - $ - $ - $ 700,000 $ 696,657 $ 696,657 AT&T Capital Corp., Discount CP, due 11-2-94 2,000,000 1,992,138 1,992,138 - - - AT&T Capital Corp., Discount CP, due 11-3-94 1,000,000 995,314 995,314 - - - AT&T Capital Corp., Discount CP, due 11-7/94 2,000,000 1,991,268 1,991,268 - - - AT&T Capital Corp., Discount CP, due 11-3-95 - - - 2,350,000 2,333,344 2,333,344 AT&T Capital Corp., Discount CP, due 11-14-95 - - - 1,500,000 1,485,404 1,485,404 AT&T Capital Corp., Discount CP, due 11-15-95 - - - 1,000,000 997,617 997,617 AT&T Capital Corp., Discount CP, due 11-21-95 - - - 2,000,000 1,981,233 1,981,233 Anheuser-Busch, Discount CP, due 11-9-95 - - - 2,000,000 1,990,500 1,990,500 Bell Atlantic Financial Services, Inc., Discount CP, due 11-29-94 1,125,000 1,120,150 1,120,150 - - - BellSouth Telecommuni- cations, Inc., Discount CP, due 11-14-94 825,000 821,407 821,407 - - - Chevron Oil Finance Co., Discount CP, due 11-4-94 2,000,000 1,988,100 1,988,100 - - - Chevron Oil Finance Co., Discount CP, due 11-8-94 1,935,000 1,924,677 1,924,677 - - - Chevron Oil Finance Co., Discount CP, due 11-18-94 950,000 944,326 944,326 - - - Chevron Oil Finance Co., Discount CP, due 11-29-94 1,545,000 1,532,944 1,532,944 - - - Chevron Oil Finance Co., Discount CP, due 12-6-94 2,000,000 1,983,000 1,983,000 - - - Chevron Oil Finance Co., Discount CP, due 12-21-94 2,000,000 1,984,737 1,984,737 - - - Chevron Oil Finance Co., Discount CP, due 1-10-05 2,000,000 1,973,000 1,973,000 - - - Chevron Oil Finance Co., Discount CP, due 12-1-95 - - - 1,000,000 992,963 992,963 Chevron Oil Finance Co., Discount CP, due 12-1-95 - - - 200,000 198,607 198,607 Chevron Oil Finance Co., Discount CP, due 12-1-95 - - - 2,000,000 1,986,700 1,986,700 Chevron Oil Finance Co., Discount CP, due 12-1-95 - - - 2,000,000 1,981,382 1,981,382 Chevron Oil Finance Co., Discount CP, due 12-6-95 - - - 1,000,000 993,033 993,033 Coca-Cola Company, Discount CP, due 11-14-94 1,500,000 1,488,323 1,488,323 - - - Coca-Cola Company, Discount CP, due 11-1-95 - - - 2,000,000 1,990,817 1,990,817 Coca-Cola Company, Discount CP, due 11-14-95 - - - 2,000,000 1,981,300 1,981,300 Donnelley, RR, Discount CP, due 11-16-95 - - - 1,000,000 995,242 995,242 Donnelley, RR, Discount CP, due 11-20-95 - - - 2,000,000 1,990,183 1,990,183 DuPont (E.I.) De Nemours & Co., Inc., Discount CP, due 11-8-94 1,065,000 1,060,148 1,060,148 - - - DuPont (E.I.) De Nemours & Co., Inc., Discount CP, due 11-9-94 500,000 497,986 497,986 - - - DuPont (E.I.) De Nemours & Co., Inc., Discount CP, due 11-15-94 1,500,000 1,487,729 1,487,729 - - - DuPont (E.I.) De Nemours & Co., Inc., Discount CP, due 11-18-94 2,000,000 1,987,949 1,987,949 - - - DuPont (E.I.) De Nemours & Co., Inc., Discount CP, due 11-9-95 - - - 1,500,000 1,496,450 1,496,450 DuPont (E.I.) De Nemours & Co., Inc., Discount CP, due 11-10-95 - - - 2,000,000 1,985,850 1,985,850 DuPont (E.I.) De Nemours & Co., Inc., Discount CP, due 11-17-95 - - - 2,000,000 1,985,750 1,985,750 DuPont (E.I.) De Nemours & Co., Inc., Discount CP, due 11-29-95 - - - 2,000,000 1,989,587 1,989,587 Exxon Credit Corp., Discount CP, due 11-1-94 2,000,000 1,984,200 1,984,200 - - - Exxon Credit Corp., Discount CP, due 11-9-94 1,000,000 998,029 998,029 - - - Exxon Credit Corp., Discount CP, due 11-10-94 575,000 573,944 573,944 - - - General Mills, Inc., Discount CP, due 11-18-94 2,075,000 2,066,648 2,066,648 - - - Heinz (H.J.) Co., Discount CP, due 11-23-94 2,000,000 1,983,462 1,983,462 - - - Heinz (H.J.) Co., Discount CP, due 11-13-95 - - - 500,000 496,406 496,406 IBM Credit Corp., Discount CP, due 12-1-94 950,000 945,456 945,456 - - - IBM Credit Corp., Discount CP, due 11-3-95 - - - 2,000,000 1,995,242 1,995,242 IBM Credit Corp., Discount CP, due 11-3-95 - - - 2,000,000 1,991,102 1,991,102 IBM Credit Corp., Discount CP, due 11-17-95 - - - 2,000,000 1,981,481 1,981,481 IBM Credit Corp., Discount CP, due 11-28-95 - - - 1,000,000 992,717 992,717 Minnesota Mining & Manufacturing Co., Discount CP, due 11-16-94 1,000,000 993,547 993,547 - - - Mobil Corp., Discount CP, due 11-15-94 500,000 497,822 497,822 - - - Penney, (J.C.) Funding Corp., Discount CP, due 11-28-94 360,000 358,386 358,386 - - - Penney, (J.C.) Funding Corp., Discount CP, due 12-6-94 1,500,000 1,490,704 1,490,704 - - - Penney, (J.C.) Funding Corp., Discount CP, due 12-9-94 2,000,000 1,987,800 1,987,800 - - - Penney, (J.C.) Funding Corp., Discount CP, due 11-14-95 - - - 1,000,000 994,924 994,924 Penney, (J.C.) Funding Corp., Discount CP, due 11-20-95 - - - 2,000,000 1,985,750 1,985,750 Pfizer, Inc., due 11-28-94 450,000 447,154 447,154 - - - Philip Morris, Discount CP, due 11-3-95 - - - 1,450,000 1,436,731 1,436,731 Procter & Gamble, Discount CP, due 11-22-95 - - - 2,000,000 1,982,172 1,982,172 Procter & Gamble, Discount CP, due 12-22-95 - - - 1,000,000 990,740 990,740 Progress Cap, Discount CP, due 12-7-95 - - - 1,000,000 992,984 992,984 Shell Oil Co. Series A, Discount CP, due 11-14-95 - - - 200,000 199,526 199,526 Southwestern Bell, Discount CP, due 11-4-94 495,000 493,600 493,600 - - - Texaco, Inc., Discount CP, due 11-1-94 1,500,000 1,490,896 1,490,896 - - - Texaco, Inc., Discount CP, due 11-9-94 3,075,000 3,061,127 3,061,127 - - - Texaco, Inc., Discount CP, due 11-18-94 1,000,000 993,788 993,788 - - - Texaco, Inc., Discount CP, due 11-22-94 2,000,000 1,987,018 1,987,018 - - - Texaco, Inc., Discount CP, due 12-16-94 2,000,000 1,984,103 1,984,103 - - - Texaco, Inc., Discount CP, due 1-4-95 2,000,000 1,974,635 1,974,635 - - - Texaco, Inc., Discount CP, due 11-10-95 - - - 3,000,000 2,990,809 2,990,809 Texaco, Inc., Discount CP, due 11-22-95 - - - 1,000,000 995,392 995,392 Toys 'R' Us, Discount CP, due 11-22-94 1,000,000 995,707 995,707 - - - US West Financial Services, Inc., Discount CP, due 11-1-95 - - - 1,500,000 1,478,974 1,478,974 Wal-Mart Stores, Inc., Discount CP, due 11-3-95 - - - 2,000,000 1,995,582 1,995,582 Wal-Mart Stores, Inc., Discount CP, due 11-6-95 - - - 275,000 274,695 274,695 Wal-Mart Stores, Inc., Discount CP, due 11-10-95 - - - 2,000,000 1,986,067 1,986,067 Wal-Mart Stores, Inc., Discount CP, due 11-14-95 - - - 1,900,000 1,885,861 1,885,861 Wal-Mart Stores, Inc., Discount CP, due 12-5-95 - - - 1,500,000 1,487,052 1,487,052 Weyerhaeuser Mortgage Co., Discount CP, due 11-4-94 1,000,000 995,900 995,900 - - - Weyerhaeuser Mortgage Co., Discount CP, due 11-18-94 1,195,000 1,190,030 1,190,030 - - - Weyerhaeuser Mortgage Co., Discount CP, due 11-29-94 1,500,000 1,492,942 1,492,942 - - - Weyerhaeuser Mortgage Co., Discount CP, due 12-13-94 829,000 823,682 823,682 - - - Weyerhaeuser Mortgage Co., Discount 11-28-95 - - - 3,000,000 2,984,088 2,984,088 Xerox Corporation, Discount CP, due 11-10-95 - - - 1,875,000 1,857,577 1,985,484 Xerox Corporation, Discount CP, due 12-12-95 - - - 2,000,000 1,985,484 1,857,577 ___________ ___________ ___________ ___________ Total Commercial Paper $57,583,776 $57,583,776 $66,013,975 $66,013,975 =========== =========== =========== =========== SHORT-TERMMONEY MARKET FUND Fund-1994, 1.2%; 1995, 1.6%: Short-Term Money $2,765,477 $2,765,477 $4,140,195 $4,140,195 Market Fund of UMB Bank, ========== ========== ========== ========== N.A. Total Investments Held $193,586,896 $231,541,980 $232,205,455 262,319,073 ============ ============ ============ =========== </TABLE> <PAGE> <TABLE> UMB Bank, N.A. Fund for Pooling Equity Investments of Employee Trusts Statements of Operations <CAPTION> Year ended October 31, 1993 1994 1995 <S> <C> <C> <C> Investment income Interest $ 1,476,070 $ 2,176,859 $ 3,855,343 Dividends 4,042,302 4,780,224 5,407,364 ____________ ----------- ___________ Total investment income 5,518,372 6,957,083 9,262,707 Audit expense 9,735 10,425 11,184 Foreign taxes 20,080 20,851 6,772 ____________ ___________ ___________ Net investment income 5,488,557 6,925,807 9,244,751 Realized and unrealized gain (loss) on investments Realized gain on investments sold, matured or redeemed: Proceeds 528,857,444 649,102,264 725,215,369 Cost of investments 516,733,002 634,879,985 694,333,687 ____________ ___________ ___________ Net realized gain on investments sold, matured or redeemed 12,124,442 14,222,279 30,881,682 Other realized gain 2,545 --- --- Unrealized gain (loss) on investments: Beginning of year 41,739,318 44,825,385 37,955,084 End of year 44,825,385 37,955,084 30,113,618 ____________ ___________ ___________ Net unrealized gain (loss) on investments 3,086,067 (6,870,301) (7,841,466) Net realized and unrealized gain on investments 15,213,054 7,351,978 23,040,216 ____________ ___________ ___________ Net increase in net assets resulting from operations $ 20,701,611 $14,277,785 $32,284,967 ============ =========== =========== Total expense as a percent of net investment income 00.54% 00.45% 00.19% =========== ========== =========== </TABLE> See notes to financial statements. <PAGE> <TABLE> <CAPTION> UMB Bank, N.A. Fund for Pooling Equity Investments of Employee Trusts Statements of Participants' Interest Year ended October 31, 1993 1994 1995 Units Amount Units Amount Units Amount <S> <C> <C> <C> <C> <C> <C> Participants' interest at beginning of year 3,441,145 $162,656,480 4,007,990 $211,892,704 4,117,128 $232,073,838 From investment activities Net investment income 5,488,557 6,925,807 9,244,751 Net realized gain on investments sold, matured or redeemed 12,124,442 14,222,279 30,881,682 Other realized gain 2,545 ----- ----- Net unrealized gain (loss) on investments 3,086,067 ( 6,870,301) (7,841,466) ____________ ____________ ____________ Net increase from investment activities 20,701,611 14,277,785 32,284,967 ____________ ___________ ___________ From participating unit transactions Issuance of units 1,006,915 50,909,684 765,970 41,462,013 600,575 35,970,886 Redemption of units ( 440,070) (22,375,071) (656,832) (35,558,664) (635,453) ( 37,777,983) __________ ____________ _________ ____________ _________ _____________ Net increase (decrease) from participating unit transactions 566,845 28,534,613 109,138 5,903,349 ( 34,878) ( 1,807,097) __________ ____________ ____________ ________ _____________ Participants' interest at end of year 4,007,990 $211,892,704 4,117,128 $232,073,838 4,082,250 $262,551,708 ========== ============ ========= ============ ========= ============ Net asset value per participating unit $52.87 $56.37 $64.32 ============ =========== ============ See notes to financial statements. </TABLE> <PAGE> <TABLE> <CAPTION> UMB Bank, N.A. Fund for Pooling Debt Investments of Employee Trusts Statement of Assets and Liabilities October 31, 1994 1995 Cost Market Cost Market <S> <C> <C> <C> <C> Investments: United States Government and Agency Obligations $ 94,136,736 $ 90,730,464 $ 78,652,888 $ 80,488.586 Corporate Nonconvertible Securities 67,058,914 63,304,548 79,563,147 80,960,317 Short-Term Money Market Fund 3,937,550 3,937,550 1,087,960 1,087,960 ____________ ____________ ____________ ____________ $165,133,200 157,972,562 $159,303,995 162,536,863 ============ ============ Interest receivable 2,695,465 2,655,057 --- 985,699 ____________ ____________ Receivable for securities sold 160,668,027 166,177,619 Liabilities Audit fee payable 10,425 11,212 Payable for securities purchased --- 1,843,137 ____________ ____________ Participants' interest, equivalent to $51.03 per unit on 3,148,300 units outstanding in 1994, $58.17 per unit on 2,825,108 units outstanding in 1995 $160,657,602 $164,323,270 ============ ============ </TABLE> See notes to financial statements. <PAGE> <TABLE> <CAPTION> UMB Bank, N.A. Fund for Pooling Debt Investments of Employee Trusts Statements of Investments Held October 31, 1994 1995 Value of Units* Cost Market Cost Market <S> <C> <C> <C> <C> <C> United States Government and Agency Obligations - 1994, 57.4%; 1995, 49.5% United States Treasury Notes, 7.875%, due 2/15/96 1,035,000 $ 1,030,795 $ 1,052,471 $ --- $ --- United States Treasury Notes, 7.5%, due 2/29/96 500,000 498,203 506,405 --- --- United States Treasury Notes, 7.375%, due 5/15/96 2,500,000 2,449,687 2,526,575 --- --- United States Treasury Notes, 7.875%, due 7/31/96 5,000,000 5,280,469 5,095,300 --- --- United States Treasury Notes, 7.875%, due 7/31/96 2,700,000 --- --- 2,851,453 2,744,712 United States Treasury Notes, 8.0%, due 10/15/96 2,500,000 2,498,047 2,553,125 2,498,047 2,555,475 United States Treasury Notes, 7.25%, due 11/15/96 1,500,000 1,456,328 1,511,250 --- --- United States Treasury Notes, 8.5%, due 5/15/97 750,000 749,883 775,080 --- --- United States Treasury Notes, 5.5%, due 7/31/97 1,750,000 1,739,883 1,682,188 1,739,883 1,746,167 United States Treasury Notes, 6.5%, due 8/15/97 565,000 564,801 556,700 564,801 573,125 United States Treasury Notes, 6.0%, due 11/30/97 500,000 495,469 483,750 495,469 503,595 United States Treasury Notes, 6.0%, due 12/31/97 1,500,000 1,448,672 1,449,840 1,448,672 1,511,250 United States Treasury Notes, 8.125%, due 2/15/98 3,000,000 2,995,781 3,076,890 2,995,781 3,155,640 United States Treasury Notes, 5.125%, due 4/30/98 3,500,000 3,498,327 3,269,210 3,498,327 3,455,165 United States Treasury Notes, 5,125%, due 500,000 499,609 465,000 499,609 493,125 6/30/98 United States Treasury Notes, 5.25%, due 7/31/98 5,000,000 4,995,650 4,660,950 4,995,650 4,943,750 United States Treasury Notes, 7.125%, due 10/15/98 1,500,000 1,493,672 1,489,695 --- --- United States Treasury Notes, 5.125%, due 11/30/98 1,500,000 --- --- 1,420,898 1,475,625 United States Treasury Notes, 7.0%, due 4/15/99 2,000,000 1,998,750 1,968,760 1,998,750 2,076,260 United States Treasury Notes, 8.0%, due 8/15/99 9,000,000 8,888,047 9,202,500 --- --- United States Treasury Notes, 8.0%, due 8/15/99 5,000,000 --- --- 4,907,812 5,371,900 Untied States Treasury Notes, 7.5%, due 10/31/99 500,000 --- --- 494,219 530,000 United States Treasury Notes, 5.5%, due 4/15/00 3,000,000 2,987,656 2,734,680 2,987,656 2,969,070 United States Treasury Notes, 7.75%, due 2/15/01 500,000 491,563 504,065 --- --- United States Treasury Notes, 6.25%, due 2/15/03 4,250,000 4,463,420 3,867,500 --- --- United States Treasury Notes, 5.75%, due 8/15/03 1,000,000 995,313 872,190 --- --- United States Treasury Notes, 5.75%, due 8/15/03 5,250,000 --- --- 5,092,578 5,177,812 United States Treasury Notes, 5,875%, due 2/15/04 1,000,000 918,594 875,000 --- --- United States Treasury Notes, 5,875%, due 2/15/04 1,625,000 --- --- 1,519,668 1,612,812 United States Treasury Securities Stripped Coupon, 0.0%, due 5/15/98 2,500,000 2,074,925 1,941,400 --- --- United States Treasury Securities Stripped Coupon, 0.0%, due 2/15/99 1,000,000 815,510 731,880 --- --- United States Treasury Securities Stripped Coupon, 0.0%, due 8/15/99 1,000,000 788,873 704,060 --- --- United States Treasury Securities Stripped Coupon, 0.0%, due 8/15/01 3,000,000 2,056,793 1,795,320 --- --- United States Treasury Stripped Coupon, 0.0%, due 8/15/02 3,270,000 1,970,879 1,797,486 1,976,324 1,976,324 Federal Home Loan Bank, 4.73%, due 12/23/96 1,000,000 1,000,000 955,400 --- --- Federal Home Loan Bank, 3.0%, due 9/14/98 2,000,000 --- --- 2,000,000 1,805,000 Federal Home Loan Bank, 6.0%, due 9/14/98 2,000,000 2,000,000 1,890,000 --- --- Federal Home Loan Bank, 6.33%, due 9/28/98 1,000,000 --- --- 1,000,000 1,001,880 Federal Home Loan Bank, 7.26%, due 9/6/01 500,000 497,813 483,125 497,813 530,000 Federal Home Loan Bank, 5.44%, due 10/15/03 1,000,000 908,790 835,000 908,790 949,060 Federal Home Loan Mortgage, 7.23%, due 950,000 --- --- 950,000 979,098 5/23/05 Federal Home Loan 1,000,000 998,437 898,130 998,437 999,380 Mortgage, 6.55%, due 4/2/03 Federal National Mortgage Association Bonds, 6.20%, due 6/17/97 1,350,000 1,349,271 1,322,190 1,349,271 1,365,525 Federal National Mortgage Association Bonds, 5.1%, due 7/22/98 3,000,000 3,000,938 2,757,180 3,000,938 2,928,750 Federal National Mortgage Association Bonds, 8.7%, due 6/10/99 750,000 750,000 780,938 750,000 816,562 Federal National Mortgage Association Bonds, 8.35%, due 11/10/99 1,600,000 1,590,031 1,643,504 1,590,031 1,733,504 Federal National Mortgage Association Bonds, 6.1%, due 2/10/00 500,000 499,531 465,625 499,531 502,500 Federal National Mortgage Association Bonds, 7.55%, due 4/22/02 1,000,000 1,000,000 976,560 1,000,000 1,075,310 Federal National Mortgage Association Bonds, 6.8%, due 1/10/03 250,000 249,648 231,173 249,648 259,298 Federal Natinoal Mortgage Association Bonds, 5.93%, due 9/26/03 1,000,000 1,000,000 859,000 1,000,000 962,100 Federal National Mortgage Association Bonds, 5.45%, due 10/14/03 1,000,000 999,531 834,690 999,531 948,130 Federal National Mortgage Association Bonds, 5.80%, due 12/10/03 1,000,000 996,875 853,750 996,875 958,750 Federal National Mortgage Association Bonds, 7.65%, due 3/10/05 250,000 --- --- 249,726 272,890 Federal National Mortgage Association Bonds, 7.76%, due 5/5/05 275,000 --- --- 275,000 289,328 Federal National Mortgage Association Bonds, 6.35%, due 6/10/05 250,000 --- --- 245,938 250,548 Government National Mortgage Association Pools, 8.5%, due 7/20/01 20,949 21,174 21,154 --- --- Government National Mortgage Association Pools, 8.5%, due 7/20/01 16,637 --- --- 16,816 17,195 Government National Mortgage Association Pools, 8.5%, due 9/20/01 70,838 70,804 71,531 --- --- Government National Mortgage Association Pools, 8.5%, due 9/20/01 56,846 --- --- 56,818 58,751 Government National Mortgage Association Pools, 8.5%, due 12/15/01 118,320 115,068 120,438 --- --- Government National Mortgage Association Pools, 8.5%, due 12/15/01 100,133 --- --- 97,381 104,307 Government National Mortgage Association Pools, 9.0%, due 12/20/01 48,207 48,296 49,596 --- --- Government National Mortgage Association Pools, 9.0%, due 12/20/01 36,558 --- --- 36,625 38,161 Government National Mortgage Association Pools, 8.0%, due 1/20/02 48,332 45,731 47,949 --- --- Government National Mortgage Association Pools, 8.0%, due 1/20/02 38,696 --- --- 36,614 39,690 Government National Mortgage Association Pools, 8.25%, due 3/15/02 278,549 277,323 282,953 --- --- Government National Mortgage Association Pools, 8.25%, due 3/15/02 236,475 --- --- 235,434 247,764 Government National Mortgage Association Pools, 8.0%, due 5/20/02 160,632 153,078 159,313 --- --- Government National Mortgage Association Pools, 8.0%, due 5/20/02 129,979 --- --- 123,866 133,325 Government National Mortgage Association Pools, 7.5%, due 6/20/02 366,401 332,283 357,061 --- --- Government National Mortgage Association Pools, 7.5%, due 6/20/02 300,907 --- --- 272,887 305,417 Government National Mortgage Association Pools, 10.5%, due 2/20/03 73,184 73,833 78,039 --- --- Government National Mortgage Association Pools, 10.5%, due 2/20/03 59,500 --- --- 60,028 62,513 Government National Mortgage Association Pools, 10.0%, due 3/20/03 56,276 56,377 59,706 --- --- Government National Mortgage Association Pools, 10.0%, due 3/20/03 48,172 --- --- 48,259 50,276 Government National Mortgage Association Pools, 9.5%, due 6/20/03 108,615 107,826 112,941 --- --- Government National Mortgage Association Pools, 9.5%, due 6/20/03 98,715 --- --- 97,997 103,091 Government National Mortgage Association Pools, 9.5%, due 10/15/08 248,692 245,505 260,883 --- --- Government National Mortgage Association Pools, 9.5%, due 10/15/08 183,125 --- --- 180,779 192,835 Israel State, United States Government Guaranteed Bond, 5.25%, 1,000,000 1,007,344 931,100 1,007,344 984,000 due 3/15/98 Israel State, United States Government 1,000,000 994,230 897,000 994,230 963,400 Guaranteed Bond, 5.25%, due 9/15/00* Small Business Administration Pools, 5.75%, due 1/1/04 707,775 707,775 658,673 --- --- Small Business Administration Pools, 5.75%, due 1/1/04 636,232 --- --- 636,232 620,326 Small Business Administration Pools, 8.2%, due 2/10/05 500,000 --- --- 499,141 516,250 Small Business Administration Pools, 7.35%, due 8/1/05 250,000 --- --- 250,000 253,750 Small Business Administration Pools, 8.8%, due 8/1/09 372,659 372,659 347,505 --- --- Small Business Administration Pools, 8.8%, due 8/1/09 341,782 --- --- 341,782 367,415 Small Business Administration Pools, 9.05%, due 9/1/09 508,697 508,697 504,087 --- --- Small Business Administration Pools, 9.05%, due 9/1/09 482,001 --- --- 482,001 524,176 Small Business Administration Pools, 9.1%, due 10/1/09 939,084 923,301 931,454 --- --- Small Business Administration Pools, 9.1%, due 10/1/09 859,639 --- --- 843,856 937,007 Small Business Administration Pools, 8.85%, due 11/1/09 711,684 711,684 697,895 --- --- Small Business Administration Pools, 8.85%, due 11/1/09 656,237 --- --- 656,237 708,736 Small Business Administration Pools, 8.7%, due 12/1/09 1,052,471 1,042,971 991,296 --- --- * Small Business Administration Pools, 8.7%, due 12/1/09 958,000 --- --- 948,500 1,039,430 Small Business Administration Pools, 8.8%, due 1/1/10 412,572 412,572 380,211 --- --- Small Business Administration Pools, 8.8%, due 1/1/10 373,856 --- --- 373,856 398,156 Small Business Administration Pools, 9.45%, due 2/1/10 432,934 432,934 407,229 --- --- Small Business Administration Pools, 9.45%, due 2/1/10 409,329 --- --- 409,329 448,215 Small Business Administration Pools, 9.5%, due 4/1/10 717,897 717,449 682,451 --- --- Small Business Administration Pools, 9.5%, due 4/1/10 659,776 --- --- 659,363 724,104 Small Business Administration Pools, 9.65%, due 5/1/10 652,832 652,832 614,886 --- --- Small Business Administration Pools, 9.65%, due 5/1/10 571,730 --- --- 571,730 633,191 Small Business Administration Pools, 9.25%, due 6/1/10 587,753 587,753 558,733 --- --- Small Business Administration Pools, 9.25%, due 6/1/10 479,604 --- --- 479,604 523,968 Small Business Administration Pools, 8.625%, due 2/1/11 264,838 264,838 265,417 --- --- Small Business Administration Pools, 8.625%, due 2/1/11 256,512 --- --- 256,512 285,138 Small Business Administration Pools, 8.95%, due 6/1/11 463,527 463,527 469,176 --- --- Small Business Administration Pools, 8.95%, due 6/1/11 421,308 --- --- 421,308 454,464 Small Business Administration Pools, 9.15%, due 7/1/11 635,622 635,622 655,485 --- --- Small Business Administration Pools, 9.15%, due 7/1/11 610,543 --- --- 610,543 665,491 Small Business Administration Pools, 8.85%, due 8/1/11 269,949 278,047 273,323 --- --- Small Business Administration Pools, 8.85%, due 8/1/11 253,950 --- --- 261,569 272,362 Small Business Administration Pools, 8.6%, due 9/1/11 207,675 210,790 208,129 --- --- Small Business Administration Pools, 8.6%, due 9/1/11 199,165 --- --- 202,153 221,193 Small Business Administration Pools, 8.25%, due 11/1/11 454,553 454,553 446,456 --- --- Small Business Administration Pools, 8.25%, due 11/1/11 438,748 --- --- 438,748 473,979 Small Business Administration Pools, 7.6%, due 1/1/12 903,362 903,362 868,074 --- --- Small Business Administration Pools, 7.6%, due 1/1/12 1,316,017 --- --- 1,302,060 1,343,259 Small Business Administration Pools, 7.4%, due 8/1/12 940,763 940,763 950,171 --- --- Small Business Administration Pools, 7.4%, due 8/1/12 906,183 --- --- 906,183 930,378 Small Business Administration Pools, 7.05%, due 9/1/12 936,686 936,686 946,346 --- --- Small Business Administration Pools, 7.05%, due 9/1/12 880,335 --- --- 880,335 869,331 Small Business Administration Pools, 7.55%, due 11/1/12 477,638 477,638 497,938 --- --- Small Business Administration Pools, 7.55%, due 11/1/12 465,577 --- --- 465,577 472,561 Small Business Administration Pools, 7.45%, due 12/1/12 236,322 236,322 248,655 --- --- Small Business Administration Pools, 7.45%, due 12/1/12 228,793 --- --- 228,793 231,081 Small Business Administration Pools, 8.15%, due 2/1/15 986,647 --- --- 986,647 1,035,980 Alaska State Housing Finance Corp., 9.25%, due 6/1/01 725,000 728,625 741,675 728,625 738,500 _________ ___________ __________ __________ _________ Total United States Government and Agency Obligations $94,136,736 $90,730,464 $78,652,888 $80,488,586 ============ ============ ============ =========== Corporate Nonconvertible Securities - 1994, 40.1%; 1995, 49.8%: Consumer Nondurables - 1994, 1.9%; 1995, 3.6%: Beverages: PepsiCo, Inc., 7.625%, due 11/1/98 750,000 $ 748,185 $ 748,350 $ 748,185 $ 781,875 Cosmetics: Gillette Co., 6.25%, due 8/15/03 2,000,000 --- --- 1,954,760 1,990,600 Food: Archer Daniels Midland Co., 6.25%, due 5/15/2003 250,000 --- --- 247,623 248,225 Campbell Soup Co., 9.0%, due 11/1/97 500,000 498,700 521,550 498,700 529,400 General Mills, Inc., 6.76%, due 2/5/97 500,000 499,250 494,550 --- --- McDonald's Corp., 8.75%, due 11/15/00 1,200,000 1,198,032 1,245,000 1,198,032 1,327,812 Sara Lee Corp., 6.45%, due 9/26/05 1,000,000 --- --- 1,000,000 964,500 __________ __________ __________ __________ Total Food 2,195,982 2,261,100 4,899,115 5,060,537 __________ __________ __________ __________ Total Consumer Nondurables $2,944,167 $3,009,450 $5,647,300 $5,842,412 ========== =========== ========== ========== Services - 1994, 4.6%; 1995, 6.6%: Retail: Albertson's, Inc., 6.18%, due 3-22-00 1,000,000 $ 1,000,000 $ 910,500 $ 1,000,000 $ 983,800 Albertson's, Inc., 6.375%, due 6-1-00 825,000 --- --- 825,000 835,230 Dillard Department Stores, Inc., 8.5%, due 6-15-96 500,000 498,325 509,650 --- --- Dillard Department Stores, Inc., 6.875%, due 6-1-05 825,000 --- --- 818,252 838,241 Kmart, 8%, due 12-13-01 1,250,000 1,250,000 1,228,375 1,250,000 1,335.750 Limited, Inc., 9.125%, due 2-1-01 500,000 496,450 523,100 --- --- Penney J.C., Inc., 5.375%, due 11-15-98 1,000,000 997,180 923,000 997,180 975,300 Penney J.C., Inc., 6.125%, due 11-15-03 2,000,000 1,986,000 1,732,800 --- --- Penney J.C., Inc., 6.125%, due 11-15-03 2,500,000 --- --- 2,444,520 2,452,000 Wal-Mart Stores, Inc., 6.125%, due 10-1-99 1,000,000 979,670 932,400 959,230 1,000,800 Wal-Mart Stores, Inc., 6.5%, due 6-1-03 1,000,000 --- --- 1,000,500 1,007,700 ___________ _________ ___________ __________ Total Retail 7,207,625 6,759,825 9,294,682 9,428,821 ___________ _________ ___________ __________ Health Care: Lilly, Eli & Company, 6.25%, due 3/15/03 850,000 --- --- 789,420 853,740 Pfizer, Inc., 6.5%, due 2-1-97 500,000 499,845 495,000 499,845 504,000 ___________ ___________ _________ ___________ __________ Total Service $ 7,707,470 $ 7,255,225 $10,583,947 $10,786,561 =========== =========== =========== =========== Consumer Durables - 1994, 2.2%; 1995, 2.0%: Building: Armstrong World Industries, Inc., 8.9%, due 12-30-97 500,000 $ 499,500 $ 513,050 $ --- $ --- Illinois Tool Works Inc., 5.875%, due 3-1-00 2,005,000 2,003,912 1,836,580 2,003,912 1,975,928 Weyerhaeuser Co., 8.53%, due 4-21-97 335,000 335,000 341,398 --- --- Weyerhaeuser Co., 8.53%, due 4-21-97 250,000 --- --- 250,000 257,950 __________ __________ __________ _________ Total Building 2,838,412 2,691,028 2,253,912 2,233,878 __________ __________ __________ _________ Furniture: Leggett & Platt, Inc., 6.1%, due 9-9-03 1,000,000 1,000,000 862,680 1,000,000 961,940 ___________ ___________ ___________ _________ Total Consumer Durables $ 3,838,412 $ 3,553,708 $ 3,253,912 $ 3,195,818 =========== =========== =========== ============ Capital Goods - 1994, 1.5%; 1995, 0.3%: Office Equipment: Avery Dennison Corp., 8.22%, due 8-15-96 500,000 $ 499,885 $ 507,300 $ 499,885 $ 507,750 IBM Credit Corp., 7.25%, due 11-1-02 2,000,000 1,961,127 1,890,000 --- --- ___________ ___________ __________ __________ Total Capital Goods $ 2,461,012 $ 2,397,300 $ 499,885 $ 507,750 =========== =========== ========== ========== Basic Materials - 1994, 1.9%; 1995, 2.5%: Chemicals: DuPont, (E.I.) De Nemours & Co., Inc., 9.15%, due 4-15-00 250,000 $ 244,425 266,550 $ 244,425 $ 278,900 DuPont, (E.I.) De Nemours & Co., Inc., 6.21%, due 10/11/00 500,000 --- --- 500,000 501,850 Metals: Aluminum Co. of America, 5.75%, due 2-1-01 1,000,000 --- --- 970,080 985,000 Oil and Gas: Amoco Canada Petroleum Co., 7.25%, due 12-1-02 715,000 712,469 681,467 712,469 754,468 BP America, Inc., 8.875%, due 12-1-97 1,000,000 995,600 1,036,300 --- --- Dresser Industries, Inc., 6.25%, due 6-1-00 500,000 --- --- 494,780 500,750 __________ __________ _________ _________ Total Oil and Gas 1,952,494 1,984,317 2,921,754 3,020,968 __________ __________ _________ _________ Paper and Forestry Products: International Paper Co., 8.05%, due 3-25-99 1,000,000 1,001,000 989,700 1,001,000 1,056,100 __________ __________ __________ _________ Total Basic Materials $2,953,494 $2,974,017 $3,922,754 $4,077,068 ========== ========== ========== ========== Transportation - 1994, 3.2%; 1995, 3.8%: Aerospace: Boeing Co., 6.35%, due 6-15-03 500,000 $ --- $ --- $ 499,350 $ 500,200 Railroad: Norfolk & Western Railway Co., Equip. Trust Certificate, 8.125%, due 11-15-02 1,320,000 1,291,094 1,318,020 1,291,094 1,457,808 Southern Railway Co., Equip. Trust Series 1988- 1, 8.75%, due 10-15-95 500,000 494,860 511,400 --- --- Union Pacific Corp., 6.25%, due 3-15-99 1,000,000 1,000,000 932,900 1,000,000 1,000,500 Union Pacific Corp., 7.875%, due 2-15-02 1,000,000 1,000,000 970,600 1,000,000 1,075,700 Union Pacific Railroad Co., Equip. Trust No. 2 Series 88, 9.0%, due 6-15-99 400,000 396,436 421,520 396,436 439,280 Union Pacific Railroad Co., 6.15%, due 4-1-03 750,000 --- --- 725,520 746,850 ___________ _________ _________ _________ Total Railroad 4,182,390 4,154,440 4,413,050 4,720,138 ___________ _________ _________ _________ Trucking: Yellow Corporation, 5.7%, due 10-5-00 1,000,000 1,000,000 892,650 1,000,000 954,610 ___________ __________ _________ _________ Total Transportation $5,182,390 $5,047,090 $5,912,400 $6,174,948 ========== ========== ========== ========== Utilities - 1994, 21.2%; 1995, 26.3%: Communication: American Telephone & Telegraph Co., 7.0%, due 5-15-05 1,000,000 $ --- $ --- $ 991,510 $ 1,040,800 BellSouth Tele- Communications, 6.25%, due 5-15-03 1,500,000 1,493,355 1,321,875 1,493,355 1,498,200 Bell Telephone of Pennsylvania, 6.125%, due 3-15-03 1,000,000 989,000 880,500 989,000 982,800 GTE California, Inc., 5.625%, due 2-1-01 1,500,000 1,482,885 1,331,550 1,482,885 1,456,500 GTE California, Inc., 6.75%, due 3-15-04 1,850,000 1,793,929 1,665,555 1,793,929 1,862,765 New York Telephone Co., 5.875%, due 9-1-03 700,000 690,585 587,125 690,585 671,790 Pacific Bell Telephone Co., 7.25%, due 7-1-02 750,000 746,962 715,312 746,962 786,900 Southern New England Telephone, 7.0%, due 8-15-05 750,000 --- --- 742,035 774,000 Southwestern Bell Telephone Co., 6.125%, due 3-12-01 500,000 --- --- 500,000 492,100 Southwestern Bell Telephone Co., 5.77%, due 10-14-03 500,000 500,000 426,200 500,000 475,000 Southwestern Bell Telephone Co., 5.75%, due 9-1-04 1,000,000 996,430 838,000 996,430 948,800 United Telephone Company of Florida, 6.25%, due 5-15-03 1,500,000 1,487,925 1,318,050 1,487,925 1,474,350 US West Communications, 6.375%, due 10-15-02 250,000 --- --- 249,300 250,900 __________ __________ __________ __________ Total Communications 10,181,071 9,084,167 12,663,916 12,714,905 __________ _________ __________ __________ Electric: Alabama Power Co., 6.85%, due 8-1-02 975,000 $ 960,375 $ 896,318 $ 960,375 $ 985,433 Carolina Power & Light, 5.0%, due 9-15-98 1,500,000 1,497,555 1,364,550 1,497,555 1,453,800 Delmarva Power & Light Co., 7.5%, due 5-1-99 1,000,000 995,140 981,400 995,140 1,038,800 Duke Power Co., 7.0%, due 6-1-00 2,500,000 2,425,825 2,399,000 2,425,825 2,555,500 Emerson Electric Co., 6.3%, due 11-1-05 1,850,000 --- --- 1,843,135 1,833,720 Florida Power & Light Company, 5.7%, due 3-5-98 1,000,000 1,000,000 943,000 1,000,000 997,700 Florida Power & Light Company, 5.5%, due 7-1-99 1,000,000 987,500 912,300 987,500 985,000 Florida Power & Light Company, 5.375%, due 4-1-00 1,000,000 997,020 887,400 997,020 977,200 Georgia Power Co., 6.125%, due 9-1-99 1,000,000 983,620 932,500 983,620 996,400 Idaho Power Co., 6.4%, due 5-1-03 1,500,000 1,497,795 1,330,500 1,497,795 1,495,500 Kansas City Power & Light Co., 5.6%, due 3-10-98 750,000 750,000 707,850 750,000 743,775 Kansas City Power & Light Co., 7.15%, due 5-14-99 1,000,000 --- --- 1,000,000 1,028,100 Kansas City Power & Light Co., 6.5%, due 2-14-00 1,000,000 1,000,000 938,300 1,000,000 1,004,400 Kansas City Power & Light Co., 6.5%, due 1-2-01 1,000,000 1,000,000 926,200 1,000,000 998,900 Kansas City Power & Light Co., 6.65%, due 6-6-02 950,000 --- --- 950,000 954,180 Monogahela Power Company, 5.625%, due 4-1-00 2,500,000 2,447,475 2,249,500 2,447,475 2,452,750 Southern California Edison Co., 6.125%, due 7-15-97 2,500,000 2,485,937 2,437,500 2,485,937 2,509,000 Southern California Edison Co., 6.25%, due 6-15-03 250,000 250,000 218,475 250,000 247,000 Union Electric Co., 6.75%, due 10-15-99 1,000,000 995,480 954,000 995,480 1,019,700 ___________ ___________ __________ ___________ Total Electric: 20,273,722 19,078,793 24,066,857 24,276,858 ___________ ___________ __________ ___________ Gas: Northern Illinois Gas Co., 5.5%, due 2-1-97 1,000,000 994,980 966,400 994,980 994,900 Northwest Natural Gas Co., 5.98%, due 12-15-00 1,000,000 1,000,000 887,900 1,000,000 962,000 Southern California Gas Co., 6.5%, due 12-15-97 1,000,000 999,400 978,750 999,400 1,009,500 ___________ ___________ ___________ ___________ Total Gas 2,994,380 2,833,050 2,994,380 2,966,400 ___________ ___________ ___________ ___________ Diversified: Baltimore Gas & Electric Co., 6.5%, due 2-15-03 1,000,000 988,450 896,900 988,450 1,005,000 Consolidated Edison Co. of New York, 6.625%, due 2-1-02 750,000 742,358 684,375 742,358 757,725 Pacific Gas & Electric Co., 6.25%, due 3-1-04 1,000,000 1,000,000 864,000 1,000,000 974,600 ___________ ___________ __________ __________ Total Diversified 2,730,808 2,445,275 2,730,808 2,737,325 ___________ ___________ __________ __________ Total Utilities $36,179,981 $33,441,285 $42,455,961 $42,695,488 =========== =========== =========== =========== Finance - 1994, 3.0%; 1995, 4.1%: Chevron Canada Finance Ltd., 5.6%, due 4-1-98 1,250,000 $ 1,249,063 $ 1,180,750 $ 1,249,063 $ 1,242,125 Exxon Capital Corp., 7.875%, due 4-15-96 750,000 746,168 761,325 746,168 757,500 Nynex Capital Funding Co., 8.75%, due 12-1-04 2,000,000 --- --- 1,995,000 2,287,000 Southwestern Bell Capital Corp., 6.65%, due 7-14-98 975,000 975,000 943,313 975,000 989,527 Southwestern Bell Capital Corp. 7.25%, due 7-24-00 500,000 500,000 483,300 500,000 516,700 Southwestern Bell Capital Corp. 6.12%, due 3-12-01 500,000 500,000 454,150 --- --- Texaco Capital, Inc., 8.24%, due 10-15-01 500,000 500,500 501,950 500,500 543,500 U.S. West Capital Funding, Inc., 8.0%, due 10-15-96 350,000 327,107 354,865 327,107 356,720 __________ __________ __________ __________ Total Finance $4,797,838 $4,679,653 $6,292,838 $6,693,072 ========== ========== ========== ========== Other - 1994, 0.6%; 1995, 0.6%: Tambrands, Inc., 4.65%, due 1-21-97 1,000,000 $ 994,150 $ 946,820 $ 994,150 $ 987,200 ___________ ___________ ___________ ___________ Total Other $ 994,150 $ 946,820 $ 994,150 $ 987,200 =========== =========== =========== =========== Total Corporate Non- $67,058,914 $63,304,548 $79,563,147 $80,960,317 convertible Securities =========== =========== =========== ========== Short-Term Money Market Fund - 1994, 2.5%; 1995, 0.7%: Short-Term Money Market Fund of UMB Bank, N.A. 3,937,550 $ 3,937,550 $ 3,937,550 $ --- $ --- Short-Term Money Market Fund of UMB Bank, N.A. 1,087,960 --- --- 1,087,960 1,087,960 ___________ ___________ ___________ ___________ Total Short-Term Money Market Fund $ 3,937,550 $ 3,937,550 $ 1,087,960 $ 1,087,960 =========== =========== =========== =========== Total Investments Held $165,133,200 $157,972,562 $159,303,995 $162,536,863 ============ ============ ============ ============ </TABLE> <PAGE> <TABLE> <CAPTION> UMB Bank, N.A. Fund for Pooling Debt Investments of Employee Trusts Statement of Operations Year ended October 31, 1993 1994 1995 <S> <C> <C> <C> Investment Income Interest $11,588,202 $11,260,248 $ 9,951,449 Audit expense 9,785 11,065 11,212 ___________ ___________ ___________ Net investment income 11,578,417 11,249,183 9,940,237 Realized and unrealized gain (loss) on investments Realized gain on investments sold, matured or redeemed: Proceeds 94,778,880 63,581,715 64,769,427 Cost of investments 93,236,777 63,147,715 64,508,442 ___________ ____________ __________ Net realized gain on investments sold, matured or redeemed 1,542,103 434,000 260,985 Unrealized gain (loss) on investments: Beginning of year 7,008,955 10,855,450 (7,160,638) End of year 10,855,450 (7,160,638) 3,232,868 __________ ____________ ___________ Net unrealized gain (loss) on investments 3,846,495 (18,016,088) 10,393,506 Net realized and unrealized gain (loss) on __________ ____________ ___________ investments 5,388,598 (17,582,088) 10,654,491 __________ ____________ ___________ Net income (decrease) in net assets resulting from operations $16,967,015 $(6,332,905) $20,594,728 =========== ============ =========== Total expense as a percent of net investment income 00.08% 00.10% 00.11% ======= ======== ========= </TABLE> See notes to financial statements. <PAGE> <TABLE> <CAPTION> UMB Bank, N.A. Fund for Pooling Debt Investments of Employee Trusts Statements of Participants' Interest Year ended October 31, 1993 1994 1995 Units Amount Units Amount Units Amount <S> <C> <C> <C> <C> <C> <C> Participants' interest at beginning of year 3,014,894 $143,097,026 $3,386,320 $179,056,362 3,148,300 $160,657,602 From investment activities Net investment income 11,578,417 11,249,183 9,940,237 Net realized gain on investments sold, matured or redeemed 1,542,103 434,000 260,985 Net unrealized gain (loss) on investments 3,846,495 (18,016,088) 10,393,506 ____________ ____________ __________ Net increase (decrease) from investment activities 16,967,015 (6,332,905) 20,594,728 ____________ ___________ ___________ From participating unit transactions Issuance of units 821,648 41,580,752 475,749 24,842,643 397,916 21,483,446 Redemption of units (45,222) (22,588,431) (713,769) (36,908,498) (721,108) (38,412,506) _________ ____________ ___________ ____________ __________ ____________ Net increase (decrease) from participating unit transactions 371,426 18,992,321 (238,020) (12,065,855) (323,192) (16,929,060) _________ ___________ ___________ ____________ __________ ____________ Participants' interest at end of year 3,386,320 $179,056,362 3,148,300 $160,657,602 2,825,108 $164,323,270 ========= ============ ============ ============ ========= ============ Net asset value per participating unit $52.88 $51.03 $58.17 ========= ======== ========= </TABLE> see notes to financial statements. <PAGE> <TABLE> <CAPTION> UMB Bank, N.A. Pooled Income Fund for Employee Trusts Statements of Assets and Liabilities October 31 1994 1995 Cost Market Cost Market <S> <C> <C> <C> <C> Assets Investments: United States Government and Agency Obligations $27,431,607 $27,384,419 $23,088,048 $23,093,688 Commercial Paper and Banker's Acceptance 30,560,098 30,560,098 36,648,284 36,648,284 Short-Term Money Market Fund 2,153,917 2,153,917 5,585,759 5,585,759 ___________ ___________ ___________ ___________ $60,145,622 60,098,434 $65,322,091 65,327,731 =========== =========== Interest receivable 433,490 411,057 ___________ ___________ 60,531,924 65,738,788 Liabilities Audit fee payable 4,056 4,056 ___________ ___________ Participants' interest, equivalent to $44.69 per unit on 1,354,317 units outstanding in 1994, $47.41 per unit on 1,386,619 units outstanding in 1995 $60,527,868 $65,734,732 =========== =========== </TABLE> See notes to financial statements. <PAGE> <TABLE> <CAPTION> UMB Bank, N.A. Pooled Income Fund for Employee Trusts Statements of Investments Held October 31, 1994 1995 Value or Cost Market Cost Market Units* <S> <C> <C> <C> <C> <C> United States Government and Agency Obligations- 1994, 45.6%; 1995, 35.3% Federal Agriculture Mortgage, Discount Notes, due 11/6/95 3,000,000 $ --- $ --- $ 2,975,863 $ 2,975,863 Federal Farm Credit Banks, Discount Notes, due 12/5/94 1,950,000 1,929,896 1,929,896 --- --- Federal Farm Credit Banks, Discount Notes, due 12/20/94 2,000,000 1,980,450 1,980,450 --- --- Federal Farm Credit Banks, 3.83%, due 3/1/95 3,000,000 2,990,157 2,981,250 --- --- Federal Farm Credit Banks, Discount Notes, due 12/1/95 3,000,000 --- --- 2,966,542 2,966,542 Federal Home Loan Banks, Discount Notes, due 12/8/94 2,000,000 1,959,417 1,959,417 --- --- Federal Home Loan Banks, Discount Notes, due 1/6/95 3,000,000 2,959,235 2,959,235 --- --- Federal Home Loan Banks, Discount Noes, due 1/12/95 1,000,000 975,921 975,921 --- --- Federal Home Loan Banks, Discount Notes, due 2/22/95 2,000,000 1,949,166 1,949,166 --- --- Federal Home Loan Banks, Discount Notes, due 11/9/95 1,000,000 --- --- 996,409 996,409 Federal Home Loan Banks, Discount Notes, due 11/22/95 865,000 --- --- 852,890 852,890 Federal Home Loan Banks, Discount Notes, due 12/6/95 1,000,000 --- --- 991,320 991,320 Federal Home Loan Banks, 6%, due 10/16/96 3,000,000 --- --- 3,000,000 3,005,640 Federal Home Loan Mortgage Corp., Discount Notes, due 1/26/95 2,000,000 1,972,374 1,972,374 --- --- Federal Home Loan Mortgage Corp., Discount Notes, due 11/27/95 2,000,000 --- --- 1,975,200 1,975,200 Federal Home Loan Mortgage Corp., Discount Notes, due 12/4/95 3,000,000 --- --- 2,953,456 2,953,456 Federal National Mortgage Association, Discount Notes, due 11/29/94 2,000,000 1,950,389 1,950,389 --- --- Federal National Mortgage Association, Discount Notes, due 12/16/94 2,000,000 1,953,489 1,953,489 --- --- Federal National Mortgage Association, Discount Notes, due 11/29/95 3,600,000 --- --- 3,553,935 3,553,935 United States Treasury Bills, due 2/9/95 2,000,000 1,926,231 1,926,231 --- --- United States Treasury Bills, due 6/29/95 1,000,000 948,423 948,423 --- --- United States Treasury Bills, due 7/27/95 1,000,000 948,178 948,178 --- --- United States Treasury Bills, due 4/4/96 3,000,000 --- --- 2,822,433 2,822,433 United States Treasury Notes, 3.875%, due 2/28/95 1,000,000 997,656 995,000 --- --- United States Treasury Notes, 3.875%, due 10/31/95 2,000,000 1,990,625 1,955,000 --- --- ___________ ___________ ___________ ___________ Total United States Government and Agency Obligations $27,431,607 $27,384,419 $23,088,048 $23,093,688 =========== =========== =========== =========== Commercial Paper and Banker's Acceptances - 1994, 50.8%; 1995, 56.1%: Abbott Laboratories, Discount CP, due 11/10/95 3,000,000 --- --- 2,985,301 2,985,301 AT&T Capital Corp., Discount CP, due 11/7/94 3,000,000 2,975,458 2,975,458 --- --- American Express Co., Discount CP, due 11/21/95 2,000,000 --- --- 1,991,117 1,991,117 American Telephone & Telegraph, Discount CP, due 2/14/95 2,000,000 1,951,000 1,951,000 --- --- Anheuser-Busch, Discount CP, due 11/16/95 3,000,000 --- --- 2,982,960 2,982,960 Chevron Oil Finance Co., Discount CP, due 11/21/94 1,950,000 1,933,846 1,933,846 --- --- Chevron Oil Finance Co., Discount CP, due 12/6/95 3,000,000 --- --- 2,979,100 2,979,100 DuPont, (E.I.) De Nemours & Co., Inc., Discount CP, due 11/17/94 3,000,000 2,982,710 2,982,710 --- --- DuPont, (E.I.) De Nemours & Co., Inc., Discount CP, due 11/21/95 500,000 --- --- 497,234 497,234 Exxon Credit Corp., Discount CP, due 11/1/94 2,000,000 1,983,040 1,983,040 --- --- Heinz, (H.J.) Co., Discount CP, due 11/23/94 2,000,000 1,984,147 1,984,147 --- --- Heinz, (H.J.) Co., Discount CP, due 11/1/95 3,000,000 --- --- 2,983,317 2,983,317 Hewlett Packard Company, Discount CP, due 11/10/94 1,950,000 1,926,844 1,926,844 --- --- Hewlett Packard Company, Discount CP, due 11/7/95 3,000,000 --- --- 2,957,382 2,957,382 Intel Corporation, Discount CP, due 12/30/94 2,000,000 1,975,633 1,975,633 --- --- Kentucky Energy, Discount CP, due 11/27/95 1,000,000 --- --- 995,040 995,040 Laclede Gas, Discount CP, due 11/22/95 300,000 --- --- 298,281 298,281 Minnesota Mining & Manufacturing, Discount CP, due 11/7/95 2,000,000 --- --- 1,971,588 1,971,588 Motorola, Discount CP, due 12/8/95 1,000,000 --- --- 993,215 993,215 Penney (J.C.) Finance Corp., Discount CP, due 11/8/94 3,000,000 2,985,975 2,985,975 --- --- PepsiCo, Inc., Discount CP, due 12/2/94 2,000,000 1,988,581 1,988,581 --- --- Progressive Capital Holdings, Inc., Discount CP, due 11/29/95 3,100,000 --- --- 3,083,195 3,083,195 Raytheon Co., Discount CP, due 11/20/95 3,000,000 --- --- 2,981,410 2,981,410 Southwestern Bell Capital Company, Discount CP, due 12/22/94 3,000,000 2,967,383 2,967,383 --- --- Southwestern Bell Capital Company, Discount CP, due 11/8/95 2,000,000 --- --- 1,987,017 1,987,017 Texaco Inc., Discount CP, due 11/9/95 2,000,000 --- --- 1,991,102 1,991,102 Toys 'R' Us, Inc., Discount CP, due 11/15/95 2,000,000 --- --- 1,988,600 1,988,600 US West Communications, Inc., Discount CP, due 11/3/94 2,000,000 1,985,578 1,985,578 --- --- Weyerhaueser Mortgage Co., Discount CP, due 11/1/95 3,000,000 --- --- 2,982,425 2,982,425 Xerox Corporation, Discount CP, due 11/28/94 2,950,000 2,919,903 2,919,903 --- --- ___________ ___________ ___________ ___________ Total Commercial Paper and Banker's Acceptances $30,560,098 $30,560,098 $36,648,284 $36,648,284 =========== =========== =========== =========== Short-Term Money Market Fund - 1994, 3.6%; 1995, 8.6%: Short-Term Money Market Fund of UMB Bank, N.A. 2,153,917 $2,153,917 $2,153,917 --- --- Short-Term Money Market Fund of UMB Bank, N.A. 5,585,759 --- --- $5,585,759 $5,585,759 __________ ___________ __________ __________ Total Short-Term Money Market Fund $2,153,917 $2,153,917 $5,585,759 $5,585,759 ========== ========== ========== ========== Total Investments Held $60,145,622 $60,098,434 $65,322,091 $65,327,731 =========== =========== =========== =========== </TABLE> *Face Value or Number of Units See notes to financial statements <PAGE> <TABLE> <CAPTION> UMB Bank, N.A. Pooled Income Fund for Employee Trusts Statements of Operations Year ended October 31 1993 1994 1995 <S> <C> <C> <C> Investment income Interest $ 2,343,721 $ 2,409,792 $ 3,834,915 Audit expense 3,375 4,725 4,050 ____________ ____________ ____________ Net investment income 2,340,346 2,405,067 3,830,865 Realized and unrealized gain (loss) on investments Realized gain on investments sold, matured or redeemed: Proceeds 376,170,035 265,121,325 494,570,364 Cost of investments 376,170,035 265,121,012 494,548,802 _____________ ____________ ____________ Net realized gain on investments sold, matured or redeemed --- 313 21,562 _____________ ____________ ____________ Unrealized gain (loss) on investments: Beginning of year --- 4,846 (47,188) End of year 4,846 (47,188) 5,640 ___________ ___________ _____________ Net unrealized gain (loss) on investments 4,846 (52,034) 52,828 ___________ ___________ _____________ Net realized and unrealized gain (loss) on investments 4,846 (51,721) 74,390 ___________ ___________ _____________ Net increase in net assets resulting from operations $ 2,345,192 $ 2,353,346 $ 3,905,255 ============ ============ ============ Total expense as a percent of net investment income 00.14% 00.20% 00.11% ========== ========== ============ </TABLE> See notes to financial statements. <PAGE> <TABLE> <CAPTION> UMB Bank, N.A. Pooled Income Fund for Employee Trusts Statements of Participants' Interest Year ended October 31, 1993 1994 1995 Units Amount Units Amount Units Amount <S> <C> <C> <C> <C> <C> <C> Participants' interest 1,843,063 $76,628,864 1,524,863 $65,558,022 1,354,317 $60,527,868 at beginning of year From investment activities Net investment income 2,340,346 2,405,067 3,830,865 Net realized gain on investments sold, matured or redeemed --- 313 21,562 Net unrealized gain (loss) on investments 4,846 (52,034) 52,828 ___________ ____________ ___________ Net increase from investment activities 2,345,192 2,353,346 3,905,255 ___________ ____________ ___________ From participating unit transactions Issuance of units 658,028 27,816,115 679,203 29,640,782 861,189 39,394,576 Redemption of units (976,228) (41,232,149) (849,749) (37,024,282) (828,887) (38,092,967) _________ ___________ _________ ____________ ________ __________ Net increase (decrease) from participating unit transactions (318,200) (13,416,034) (170,546) (7,383,500) 32,302 1,301,609 _________ ____________ _________ ___________ _________ ___________ Participants' interest at end of year 1,524,863 $65,558,022 1,354,317 $60,527,868 1,386,619 $65,734,732 ========= =========== ========= =========== ========= =========== Net asset value per participating unit $42.99 $44.69 $47.41 ========= ======== ======== </TABLE> See notes to financial statements. <PAGE> UMB Bank, N.A. Fund for Pooling Equity Investments of Employee Trusts Fund for Pooling Debt Investments of Employee Trusts Pooled Income Fund for Employee Trusts NOTES TO FINANCIAL STATEMENTS For the Three Years Ended October 31, 1995 1. Summary of Significant Accounting Policies The accounting policies followed by the Bank, as Trustee, are in accordance with the respective Trust Plans and Declarations of the Funds dated December 5, 1955, (as amended on October 10, 1963), and December 27, 1974, and in conformity with generally accepted accounting principles. (1) Investment valuation: Investments are stated at market value. Investments are valued by the Trustee, utilizing prices quoted by security dealers or brokers, investment bankers or statistical services on the valuation date. Certain United States government and agency obligations and corporate securities are stated at cost. The amount of unaccredited discount for these securities, which approximates the difference between cost and market value, is reported in the statement of assets and liabilities as accrued interest. The market value of investments in participation units of other funds is based on quoted redemption values on the valuation date. (2) Security transactions and investment income: Security transactions are accounted for on the trade date the securities are purchased or sold. Realized gains and losses from security transactions are recorded on an identified cost basis. Dividend income is recorded on the ex-dividend date. Interest income is recognized as earned. (3) Investment income and net realized gains: Investment income and gains on sales of investments are retained by the Funds and invested. (4) Income tax exemption: Applicable statutes exempt the Funds from U.S. federal and state income taxes. (5) Participation units: There is no par or stated value for participation units. Trusts, for which the Bank is a fiduciary, may invest or withdraw based on monthly valuations as of the prior month. 2. Stock Split References to number of units and per unit amounts herein have been restated to give retroactive effect to five-for-one and two- for-one stock splits which occurred on May 11, 1994 for the Fund for Pooling Equity Investments of Employee Trusts and Fund for Pooling Debt Investments of Employee Trusts, respectively, which were approved by unitholders of these Funds. 3. Subsequent Event The Executive Committee of the Board of Directors of UMB Bank, N.A. approved the merger, effective November 1, 1995, of certain collective fund assets for retirement plans of the Bank of Overland Park and Commercial National Bank into the Funds as a result of the acquisition of such banks of UMB Financial Corporation. <PAGE> PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution. The expenses in connection with the issuance and distribution of the securities being registered are set forth below (all amounts are estimated except the registration fee). Registration fees . . . . . . . . . . . $ 5,112 Printing costs . . . . . . . . . . . . $ 4,000 Legal fees and Expenses . . . . . . . . $ 5,000 Accountants' fees and expenses . . . . $ 5,000 Other . . . . . . . . . . . . . . . . . $ 500 _______ Total $19,612 ======== ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Each of the Funds provide that the Trustee's liability for losses incurred upon investments of the Fund shall exist only to the extent provided for under the terms of the various respective participating trusts and shall be neither increased nor decreased by reason of any of the provisions of the Funds' declaration of trust. Under the terms of the UMB Bank, n.a. Defined Contribution Plan and Trust Basic Plan Document, the Trustee may defend any legal proceeding against a plan. However, the trustee is not obligated to take any action that would subject to expense or liability unless the Trustee is first indemnified to its sole satisfaction. The Articles of Association of UMB Bank, n.a. ("UMB")provide that any person, his heirs, executors, or administrators, may be indemnified or reimbursed by the Association for reasonable expenses actually incurred in connection with any action, suit, or proceeding, civil or criminal, to which he or they shall be made a party by reason of his being or having been a director, officer, or employee of the Association or any firm, corporation, or organization which he served in any capacity at the request of the Association; provided, however, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit, or proceeding as to which he shall finally be adjudged to have been guilty of or liable for gross negligence or willful misconduct or criminal acts in the performance of his duties to the Association; and provided further, that no person shall be so indemnified or reimbursed in relation to any matter in such action, suit, or proceeding which has been made the subject of a compromise settlement except with the approval of a court of competent jurisdiction, or the holders of record of a majority of the outstanding shares of the Association, or the Board of Directors, acting by vote of directors not parties to the same or substantially the same actin, suit, or proceeding, constituting a majority of the whole number of the directors. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which such person, his heirs, executors, or administrators, may be entitled as a matter of law. UMB Bancshares Financial Corporation ("UMBFC"), the parent of UMB, maintains a policy of insurance under which the insurer will, subject to certain conditions, defend the directors and officers, against and indemnify them for any liability incurred in their capacity as such. Section 351.355(1) and (2) of the General and Business Corporation Law of the State of Missouri provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlements actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of an action or suit by or in the right of the corporation may not indemnify such persons against judgments and fines and no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable of negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent that the court in which the action or suit was brought upon application determines that such person is fairly and reasonably entitled to indemnity for proper expenses. Section 351.355(3) provides that, to the extent that a director, officer, employee or agent of the corporation has been successful in the defense of any such action, suit or proceeding or any claim, issue or matter therein, he shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred in connection with such action, suit or proceeding. Section 351.355(7) provides that a Missouri corporation may provide additional indemnification to any person indemnifiable under subsection (1) or (2), provided such additional indemnification is authorized by the corporation's articles of incorporation or an amendment thereto or by a stockholder-approved bylaw or agreement, and provided further that no person shall thereby be indemnified against conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. Article IX, Section 4 of the Bylaws of UMBFC provides that registrant may extend to its directors and certain of its officers and employees the indemnification specified in subsections (1) and (2). Section 410 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), provides that any provision of an agreement or instrument that purports to relieve a fiduciary, such as the trustee of the Funds, from its obligations as a fiduciary is void as against public policy except in limited instances. A fiduciary may not be liable for the losses caused by a co-fiduciary's failure to perform certain duties when such duties had been allocated to the co-fiduciary, nor is a fiduciary also not liable for the acts or omission of an investment manager that had been appointed to manage assets of the plan. The Department of Labor (the "DOL") has adopted a regulation 2509.75-4 interpreting Section 410 of ERISA. Under that regulation, the DOL permits indemnification agreements which do not relieve a fiduciary of its obligations under ERISA but merely permit another party to satisfy any liability incurred by the fiduciary in the same manner as insurance purchased by an employer or employee organization. Notwithstanding the limitations on an agreement or instrument to limit the obligations of a fiduciary, a plan, under certain circumstances, a fiduciary and an employer or employee organization may purchase insurance to cover the potential liability of the fiduciary. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES. Not Applicable. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) The Exhibit numbers correspond to the numbers in the Exhibit Table Item 601(a) of Regulation S-K. All items incorporated by reference herein are incorporated pursuant to Rule 411 under the Securities Act. (1) Underwriting Agreement Not Applicable (2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession Not Applicable (3) Articles of Incorporation and Bylaws Not Applicable (4) Instruments Defining the Rights of Security Holders, Including Indentures (4.1) UMB Bank, n.a. Master Plan and Trust for Self-Employed Individuals, as amended January 1, 1991, is attached as Exhibit 4.1 to post effective amendment no. 5 to the Registrant's registration statement on Form S-1 (Commission file no. 33- 27170) and is incorporated herein by reference as Exhibit 4.1. (4.2) Fund for Pooling Equity Investments of Employee Trusts - Plan and Declaration, as amended October 31, 1995, is attached as Exhibit 4.2 to the Registrant's Annual Report on Form 10-K for the year ended October 31, 1995 (Commission file no. 2-58109) and is incorporated herein by reference as Exhibit 4.2. (4.3) Fund for Pooling Debt Investment of Employee Trusts - Plan and Declaration, as amended October 31, 1995, is attached as Exhibit 4.3 to the Registrant's Annual Report on Form 10-K for the year ended October 31, 1995 (Commission file no. 2-58109) and is incorporated herein by reference as Exhibit 4.3. (4.4) Pooled Income Fund for Employee Trusts Plan and Declaration of Trust, as amended dated October 31, 1995, is attached as Exhibit 4.4 to the Registrant's Annual Report on Form 10-K for the year ended October 31, 1995 (Commission file no. 2-58109) and is incorporated herein by reference as Exhibit 4.4. (4.5) UMB Bank, n.a. Defined Contribution Plan and Trust Adoption Agreement Creating a Profit Sharing Plan and Trust (Nonstandardized Form), as revised March 1990, Internal Revenue Service Serial Number D345327a is attached as Exhibit 4.5 to post effective amendment no. 5 to the Registrant's registration statement on Form S-1 (Commission file no. 33- 27170) and is incorporated herein by reference as Exhibit 4.5. (4.6) UMB Bank, n.a. Defined Contribution Plan and Trust Adoption Agreement Creating a Profit Sharing Plan and Trust (Standardized Form), as revised March 1990, Internal Revenue Service Serial Number D245328a is attached as Exhibit 4.6 to post effective amendment no. 5 to the Registrant's registration statement on Form S-1 (Commission file no. 33- 27170) and is incorporated herein by reference as Exhibit 4.6. (4.7) UMB Bank, n.a. Defined Contribution Plan and Trust Adoption Agreement Creating a Money Purchase Pension Plan and Trust (Nonstandardized Form), as revised March 1990, Internal Revenue Service Serial Number D345329a is attached as Exhibit 4.7 to post effective amendment no. 5 to the Registrant's registration statement on Form S-1 (Commission file no. 33- 27170) and is incorporated herein by reference as Exhibit 4.7. (4.8) UMB Bank, n.a. Defined Contribution Plan and Trust Adoption Agreement Creating a Money Purchase Pension Plan and Trust (Standardized Form), as revised January 1991, Internal Revenue Service Serial Number D245330a is attached as Exhibit 4.8 to post effective amendment no. 5 to the Registrant's registration statement on Form S-1 (Commission file no. 33- 27170) and is incorporated herein by reference as Exhibit 4.8. (4.9) UMB Bank, n.a. Defined Contribution Plan and Trust Adoption Agreement Creating a Profit Sharing Plan and Trust (Standardized Form - Basic), as revised March 1990, Internal Revenue Service Serial Number D245331a is attached as Exhibit 4.9 to post effective amendment no. 5 to the Registrant's registration statement on Form S-1 (Commission file no. 33-27170) and is incorporated herein by reference as Exhibit 4.9. (4.10) UMB Bank, n.a. Defined Contribution Plan and Trust Adoption Agreement Creating a Money Purchase Pension Plan and Trust (Standardized Form), as revised March 1990, Internal Revenue Service Serial Number D245332a is attached as Exhibit 4.10 to post effective amendment no. 5 to the Registrant's registration statement on Form S-1 (Commission file no. 33-27170) and is incorporated herein by reference as Exhibit 4.10. (5) Opinion re Legality The opinion and consent of Watson & Marshall L.C. dated February 15, 1996 is attached hereto as Exhibit 5. (6) Opinion re Discount on Capital Shares Not Applicable (7) Opinion re Liquidation Preference Not Applicable (8) Opinion re Tax Matters Not Applicable (9) Voting Trust Agreement Not Applicable (10) Material Contracts Not Applicable (11) Statement re Computation of Per Share Earnings Not Applicable (12) Statement re Computation of Ratios Not Applicable (14) Material Foreign Patents Not Applicable (15) Letter re Unaudited Interim Financial Information Not Applicable (16) Letter re Change in Certifying Accountant Not Applicable (21) Subsidiaries of the Registrant Not Applicable (23) Consents of Experts and Counsel The Consent of Ernst & Young LLP, independent auditors dated February 15, 1996 is attached hereto as Exhibit 23. The Consent of Watson & Marshall L.C. dated February 15, 1996, is included in Exhibit 5 attached hereto. (24) Power of Attorney Not Applicable (25) Statement re Eligibility of Trustee Not Applicable (26) Invitation for Competitive Bids Not Applicable (27) Financial Data Schedule Not Applicable (28) Information from Reports Furnished to State Insurance Regulatory Authorities Not Applicable (99) Additional Exhibits Not Applicable (b) Financial Statement Schedules The following financial statements and schedules are all of the financial statements and schedules filed as part of this Registration Statement. Each is contained in Part II of the Prospectus included as part of this Registration Statement. The report of independent auditors dated December 8, 1995 and the notes to financial statements for the three years ended October 31, 1995 are also included therewith. Fund for Pooling Equity Investments of Employee Trusts: Statements of Assets and Liabilities, October 31, 1995 and 1994 Statements of Investments Held, October 31, 1995 and 1994 Statements of Operations, three years ended October 31, 1995 Statements of Participants' Interest, three years ended October 31, 1995 Fund for Pooling Debt Investments for Employee Trusts: Statements of Assets and Liabilities, October 31, 1995 and 1994 Statements of Investments Held, October 31, 1995 and 1994 Statements of Operations, three years ended October 31, 1995 Statements of Participants' Interest, three years ended October 31, 1995 Pooled Income Fund for Employee Trusts: Statements of Assets and Liabilities, October 31, 1995 and 1994 Statements of Investments Held, October 31, 1995 and 1994 Statements of Operations, three years ended October 31, 1995 Statements of Participants' Interest, three years ended October 31, 1995 ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commissions such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (Remainder of page intentionally left blank.) <PAGE> SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the dates indicated. Dated this 15th day of February, 1996. UMB Bank, n.a., as Trustee for the Collective Investment Funds By /s/David D. Miller Executive Vice President and Corporate Secretary <PAGE> INDEX TO EXHIBITS Sequentially Numbered Exhibit Page 5. Opinion and Consent of Watson & Marshall L.C. dated February 15, 1996 23. Consent of Ernst & Young LLP, independent auditors dated February 15, 1996 </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-5 <SEQUENCE>2 <DESCRIPTION>OPINION INCLUDES CONSENT <TEXT> Exhibit 5 February 15, 1996 UMB Bank, n.a. 1010 Grand Avenue Kansas City, MO 64106 Attention: David D. Miller, Executive Vice President and Corporate Secretary Re: Registration of Units of Participation in Collective Investment Funds Ladies and Gentlemen: We have acted as counsel to UMB Bank, National Association (the "Company"), in connection with registration of 150,000 units of participation in the Equity Fund (as defined below) and 75,000 units of participation in the Debt Fund (as defined below) (referred to collectively herein as the "Units"). The Company is trustee of such Funds. We are rendering this opinion pursuant to Item 16 of Form S-1 and Rule 601 of Regulation S-K. We have examined and relied on the following in rendering this opinion: 1. A draft dated February 15, 1996 of a registration statement on Form S-1 for the Units (the "Registration Statement"); 2. The Articles of Association of the Company and its Bylaws; 3. The UMB Bank Master Plan and Trust for Self-Employed Individuals, as amended January 1, 1991 (the "Master Plan"); 4. The Plan and Declaration of Trust, as amended October 31, 1995 (the "Equity Plan Document"), creating the Fund for Pooling Equity Investments of Employee Trusts (the "Equity Fund") and the Plan and Declaration of Trust, as amended October 31, 1995 (the "Debt Plan Document"), creating the Fund for Pooling Debt Investment of Employee Trusts (the "Debt Fund") (the Equity Plan Document and the Debt Plan Document being referred to collectively herein as the "Plan Documents," and the Equity Fund and Debt Fund being referred to collectively herein as the "Funds"); and 5. Such documents, certificates and records of public officials and of the Company and its officers and other documents and legal matters as we have deemed necessary for the purpose of rendering this opinion. Based on and subject to our examination and the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Units, when sold in accordance with the terms and conditions of the Plan Documents and all other necessary procedures, will be validly authorized and issued, fully paid and nonassessable. The foregoing opinion is subject to and based upon the following assumptions (none of which have been independently confirmed or investigated by us) and limitations, as well as the others set forth elsewhere herein: 1. That the Company at all times hereafter continues in existence and in good standing as a national banking association and has the power and authority to act, and continues to act, as trustee of the Funds; 2. That the Funds at all times hereafter continue in existence and in good standing, and that the terms of the Plan Documents are not hereafter materially changed from those on the date of this opinion; 3. That at all times hereafter, the Units are issued and sold in accordance with the terms and conditions of the Plan Documents, and that the Funds receive consideration for such Units in amounts equal to the fair market value of the Units as determined in accordance with the Plan Documents; 4. That at all times hereafter, any purchaser of the Units is qualified to purchase under the terms of the Plan Documents and the provisions of applicable law or regulations; and 5. There are hereafter no material changes in any applicable law or regulations and no change in any material fact upon which the opinion is based. In rendering this opinion, we have relied without investigation on the respective representations, warranties, covenants and agreements of the Company contained in the Plan Documents that we examined, the Registration Statement and any other document supplied or delivered or oral statements made by or on its behalf of in connection with preparing the Registration Statement, and the transactions contemplated thereby, and we have assumed without investigation that such representations, warranties, covenants and agreements were accurate, complete and fair, and contained no omission of material facts, both on the date made and on and as of the date of this opinion as though made on the date hereof, and that each of the parties referred to therein has complied with, performed or satisfied such representations, warranties, covenants and agreements on their part required to be complied with, performed or satisfied on or before the date hereof. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or copies or transmitted by telecopier and the authenticity of the originals from which such copies or telecopies were made. We are admitted to the Bar of the State of Missouri, and we express no opinion as to the laws of any jurisdiction other than the laws of the State of Missouri. Further, our opinion is intended to address only the specific legal issues directly and explicitly referred to herein, as provided in Section 18 ("Opinions by Implication") of the Legal Opinion Accord of the American Bar Association, Section of Business Law (1991) (the "Accord") and does not address any of the matters set forth in Section 19 of the Accord; except to the extent expressly provided in this sentence, however, this opinion does not adopt and is not governed by the Accord. This opinion is based on applicable law and our understanding and assumption of factual matters at the date hereof, and we disclaim any obligation to revise or supplement this opinion based upon any change in applicable law or any factual matter that occurs or comes to our attention after the date hereof. We know we have been referred to under the caption "Legal Matters" in the prospectus included in the registration statement to be filed with the Securities and Exchange Commission on or about February 16, 1996, in substantially the same form as the registration statement. We hereby consent to use of our name in such prospectus and to the filing of this opinion and consent as an exhibit to such Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under the Securities Act of 1933, as amended. Respectfully, /s/WATSON & MARSHALL L.C. </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-23 <SEQUENCE>3 <TEXT> EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the use in this Post-Effective Amendment No. 1 to the Registration Statement and Prospectus of our report, dated December 8, 1995, on the financial statements of the Fund for Pooling Equity Investments of Employee Trusts, the Fund for Pooling Debt Investments of Employee Trusts and the Pooled Income Fund for Employee Trusts of UMB Bank, N.A. included herein. ERNST & YOUNG LLP Kansas City, Missouri February 15, 1996 </TEXT> </DOCUMENT> </SEC-DOCUMENT> -----END PRIVACY-ENHANCED MESSAGE-----

parsed_sections/legal_matters/1996/CIK0000312840_empire-of_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Schwartz & Freeman, Chicago, Illinois. Certain legal matters with respect to the Offering will be passed upon for the Company by Sonnenschein Nath & Rosenthal, Chicago, Illinois. Certain legal matters with respect to the Offering will be passed upon for the Underwriters by Kirkland & Ellis, Chicago, Illinois.

parsed_sections/legal_matters/1996/CIK0000314733_host_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Christopher G. Townsend, Senior Vice President and Deputy General Counsel of the Company, and certain legal matters with respect to the Common Stock offered hereby will be passed upon for the Company by Latham & Watkins, Washington, D.C. Certain legal matters relating to the Offerings will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom, Los Angeles, California. Mr. Townsend owns Common Stock, and holds stock options, deferred stock and restricted stock awards under the Comprehensive Stock Plan and may receive additional awards under the plan in the future.

parsed_sections/legal_matters/1996/CIK0000315272_harcor_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The legality of the securities offered hereby will be passed on for the Company by Vinson & Elkins L.L.P., Houston, Texas. Certain legal matters in connection with the sale of such securities will be passed on for the Underwriters by Andrews & Kurth L.L.P., Houston, Texas.

parsed_sections/legal_matters/1996/CIK0000315547_first_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the issuance of the Common Stock will be passed upon by Lillick & Charles LLP, San Francisco, California, counsel to the Company and the Bank.

parsed_sections/legal_matters/1996/CIK0000319085_compressio_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Cooley Godward LLP.

parsed_sections/legal_matters/1996/CIK0000319240_iris_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Certain legal matters with respect to the validity of the shares of Common Stock offered hereby will be passed upon for the Company by Irell & Manella LLP, Los Angeles, California. Certain current and former partners of Irell & Manella LLP own 41,142 shares of Common Stock and options to purchase an additional 5,000 shares of Common Stock. Certain legal matters will be passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom, Los Angeles, California. Matters set forth under the captions "Risk Factors -- Intellectual Property Rights" and "Business -- Intellectual Property" concerning the subject matter of patents, including the Coulter patent, will be passed upon for the Company by Limbach & Limbach LLP, San Jose, California, in its capacity as patent counsel for the Company. Certain partners of Limbach & Limbach LLP own 1,872 shares of Common Stock.

parsed_sections/legal_matters/1996/CIK0000745597_interlink_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California. Certain legal matters with respect to this Offering are being passed upon for the Underwriters by Brobeck, Phleger & Harrison LLP, San Francisco, California.

parsed_sections/legal_matters/1996/CIK0000782145_playnet_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the Common Stock offered hereby and certain other legal matters will be passed upon for the Company by Parker Chapin Flattau & Klimpl, LLP, New York, New York. Werbel & Carnelutti, A Professional Corporation, New York, New York, will act as counsel for the Underwriters in connection with the offering.

parsed_sections/legal_matters/1996/CIK0000787648_texas_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS McGinnis, Lochridge & Kilgore, Austin, Texas, will render an opinion to Texas Regional with respect to the legality of the securities being registered, and provides general legal services to Texas Regional. Joe M. Kilgore, a partner in the firm, serves as a director of Texas Regional and Texas State Bank, and beneficially owns 184,756 shares (2.98%) of the Common Stock. Certain legal matters will be passed upon for the Underwriters by Jones, Day, Reavis & Pogue, Dallas, Texas.

parsed_sections/legal_matters/1996/CIK0000805574_digital_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the issuance of the shares of Series A Convertible Preferred Stock, Common Stock and the Warrants offered hereby will be passed upon for the Company by Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California 94306.

parsed_sections/legal_matters/1996/CIK0000816066_applied_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Palo Alto, California is acting as counsel for the Underwriters in connection with certain legal matters relating to the shares of Common Stock offered hereby. As of June 30, 1996, a certain investment partnership of Wilson Sonsini Goodrich & Rosati, Professional Corporation beneficially owned an aggregate of 4,412 shares of the Company's Common Stock.

parsed_sections/legal_matters/1996/CIK0000817647_american_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the issuance of securities offered hereby will be passed upon for the Company by Kirkland & Ellis, New York, New York (a partnership which includes professional corporations). Karl E. Lutz, whose professional corporation is a partner of Kirkland & Ellis, beneficially owns 7,500.011 shares of Common Stock, and 487.0763 shares of Preferred Stock of APP.

parsed_sections/legal_matters/1996/CIK0000821616_bentley_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The legality of the securities offered hereby will be passed upon for the Company by Parker Chapin Flattau & Klimpl, LLP, 1211 Avenue of the Americas, New York, New York 10036. Reid & Priest LLP, 40 West 57th Street, New York, New York 10019 has acted as counsel for the Underwriter in connection with this Offering. Parker Chapin Flattau & Klimpl, LLP has represented the Underwriter in connection with other transactions.

parsed_sections/legal_matters/1996/CIK0000823314_advanced_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The legality of the securities being offered by this Prospectus in connection with the laws governing corporations in the State of Colorado have been passed upon for the Company by the law firm of Allen G. Reeves, P.C., 900 Equitable Bldg., 730 17th Street, Denver, Colorado 80202. INDEMNIFICATION Delaware Statutes provide for indemnification of the officers and directors of the Company against certain liabilities incurred in connection with their activities on behalf of the Company. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the Company or directors, officers or persons controlling the Company under such indemnification provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

parsed_sections/legal_matters/1996/CIK0000851490_hpr_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Certain legal matters in connection with the Notes will be passed upon for the Company by Orrick Herrington & Sutcliffe, New York, New York and by Skadden, Arps, Slate, Meagher & Flom, New York, New York, each of whom will rely as to Cayman Islands law upon the opinion of Maples and Calder, George Town, Grand Cayman, Cayman Islands, British West Indies. Certain legal matters will be passed upon for the Underwriter by Skadden, Arps, Slate, Meagher & Flom, New York, New York. Certain Cayman Islands tax matters have been passed upon by Maples and Calder. The description of United States tax laws will be passed upon by Skadden, Arps, Slate, Meagher & Flom, New York, New York. ================================================================================ No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained in this Prospectus in connection with the offering covered hereby. If given or made, such information or representations must not be relied upon as having been authorized by the Company or the Underwriters. This Prospectus does not constitute an offer or solicitation by anyone in any state in which such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus, nor any sale made hereunder shall, under any circumstances, create any implications that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to its date. TABLE OF CONTENTS <TABLE> <S> <C> Available Information ................................................. 3 Enforceability of Civil Liabilities Under United States Federal Securities Laws ..................................................... 3 Summary of Terms ...................................................... 4 Risk Factors .......................................................... 15 The Company ........................................................... 20 The Ceding Insurer .................................................... 20 Use of Proceeds ....................................................... 20 Capitalization of the Company ......................................... 21 Management's Discussion and Analysis of Financial Condition ................................................. 21 Subject Business ...................................................... 22 Hurricanes and Insurance .............................................. 37 AIR Loss Estimation Analysis .......................................... 42 Reinsurance Activity of the Company ................................... 45 Management ............................................................ 55 Description of the Notes .............................................. 56 Certain Terms of the Indenture ........................................ 59 Certain Income Tax Considerations ..................................... 62 ERISA Considerations .................................................. 66 Underwriting .......................................................... 67 Experts ............................................................... 67 Legal Matters ......................................................... 67 Certain Defined Terms ................................................. A-1 Index of Defined Terms ................................................ B-1 Index to Financial Statements ......................................... F-1 </TABLE> Until _______, 1996 (90 days after the date of this Prospectus), all dealers effecting transactions in the Notes, whether or not participating in this distribution, may be required to deliver a Prospectus. This is in addition to the obligation of dealers to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. ================================================================================ ================================================================================ RESIDENTIAL REINSURANCE LIMITED $1,000,000 Class A Floating Rate Notes Class B Floating Rate Notes --------------------------- PROSPECTUS --------------------------- Merrill Lynch & Co. , 1996 ---------- ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the various expenses in connection with the sale and distribution of the securities being registered which will be paid solely by the Registrant. All the amounts shown are estimates, except the Commission registration fee: <TABLE> <S> <C> SEC Registration Fee ................................. $345 NASD Fee ............................................. 600 Trustee Fees and Expenses ............................ * Printing and Engraving Expenses ...................... * Legal Fees and Expenses .............................. * Accounting Fees and Expenses ......................... * Blue Sky Fees and Expenses ........................... * Miscellaneous Expenses ............................... * ---- Total ........................................... $945 ==== </TABLE> - --------------- *To be filed by Amendment ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS Cayman Islands law does not specifically limit the extent to which a company's articles of association may provide for the indemnification of officers and directors, except to the extent that such provision may be held by the Cayman Islands courts to be contrary to public policy (e.g., for purporting to provide indemnification against the consequences of committing a crime). In addition, an officer or director may not be able to enforce indemnification for his own dishonesty, fraud or wilful neglect or default. Article 123 of the Articles of Association of the Registrant, filed as Exhibit 3.2 to this Registration Statement, contains provisions providing for the indemnification by the Registrant of an officer, director or trustee of the Registrant for all actions, proceedings, claims, costs, charges, losses, damages and expenses which they incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respective offices or trusts, except such (if any) as they shall incur or sustain by or through their own wilful neglect or default, respectively. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES Not Applicable. II-1 ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)Exhibits Exhibit No. Description - ----------- ----------- 1.1 Form of Purchase Agreement.* 3.1 Memorandum of Association.* 3.2 Articles of Association.* 4.1 Form of Indenture. 4.2 Form of Note (included in Exhibit 4.1). 4.3 Form of Reinsurance Agreement. 4.4 Form of Administrative Services Agreement. 4.5 Form of Claims Review Agreement. 4.6 Form of Regulation 114 Trust Agreement.* 4.7 Form of Indemnity Agreement.* 4.8 Form of Loss Reserve Specialist Agreement. 4.9 Form of Interest Rate Swap Agreement.* 5.1 Opinion of Orrick, Herrington & Sutcliffe as to the legality of the Notes. 8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom as to certain U.S. federal tax matters.* 8.2 Opinion of Maples and Calder as to certain Cayman Islands tax matters (included in Exhibit 5.1).* 23.1 Consent of KPMG Peat Marwick.* 23.2 Consent of Orrick, Herrington & Sutcliffe (included in Exhibit 5.1). 23.3 Consent of Maples and Calder (included in Exhibit 8.2).* 23.4 Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit 8.1).* 23.5 Consent of Applied Insurance Research, Inc.* 25 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee (bound separately). - --------------------- *To be filed by amendment. ITEM 17. UNDERTAKINGS 1. The undersigned Registrant hereby undertakes to provide to the Underwriter at the closing specified in the Purchase Agreement Notes in such denominations and registered in such names as required by the Underwriter to permit prompt delivery to each purchaser. II-2 2. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to its By-Laws, the Purchase Agreement or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 3. The Registrant hereby undertakes that: a. For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the Registration Statement as of the time it was declared effective. b. For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in George Town, Grand Cayman, Cayman Islands, British West Indies on July 30, 1996. Residential Reinsurance Limited By: /s/Thomas Clark --------------------------- Name: Thomas Clark Title: Director Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. <TABLE> <CAPTION> Signature Title Date --------- ----- ---- <S> <C> <C> * Director and Chief Executive Officer July 30, 1996 - ------------------------- Anthony B. Stelling * Director, Chief Financial Officer and Treasurer July 30, 1996 - ------------------------- Nicholas Clements /s/ Thomas Clark - ------------------------- Thomas Clark Director July 30, 1996 </TABLE> AUTHORIZED REPRESENTATIVE /s/ Ruth K. Lavelle - ------------------------------------- Name: Puglisi & Associates As the duly authorized representative of Residential Reinsurance Limited in the United States Date: July 30, 1996 * By: /s/ Thomas Clark ------------------------------ Name: Thomas Clark Attorney-in-Fact II-4 EXHIBIT INDEX <TABLE> <CAPTION> Exhibit No. Description Page - ----------- ----------- ---- <S> <C> <C> 1.1 Form of Purchase Agreement.* 3.1 Memorandum of Association.* 3.2 Articles of Association.* 4.1 Form of Indenture. 4.2 Form of Note (included in Exhibit 4.1). 4.3 Form of Reinsurance Agreement. 4.4 Form of Administrative Services Agreement. 4.5 Form of Claims Review Agreement. 4.6 Form of Regulation 114 Trust Agreement.* 4.7 Form of Indemnity Agreement.* 4.8 Form of Loss Reserve Specialist Agreement. 4.9 Form of Interest Rate Swap Agreement.* 5.1 Opinion of Orrick, Herrington & Sutcliffe as to the legality of the Notes. 8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom as to certain U.S. federal tax matters.* 8.2 Opinion of Maples and Calder as to certain Cayman Islands tax matters (included in Exhibit 5.1).* 23.1 Consent of KPMG Peat Marwick.* 23.2 Consent of Orrick, Herrington & Sutcliffe (included in Exhibit 8.1). 23.3 Consent of Maples and Calder (included in Exhibit 8.2).* 23.4 Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit 8.1)* 23.5 Consent of Applied Insurance Research, Inc.* 25 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee (bound separately). </TABLE> - --------------------- * To be filed by amendment. </TEXT>

parsed_sections/legal_matters/1996/CIK0000852203_cbre_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Certain legal matters with respect to the validity of the Common Stock offered hereby will be passed upon for the Company by Pillsbury Madison & Sutro LLP, San Francisco, California and for the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, Los Angeles, California.

parsed_sections/legal_matters/1996/CIK0000854152_actv-inc_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Certain legal matters, including the legality of the issuance of the shares of Common Stock offered by the Company, are being passed upon for the Company by Gersten, Savage, Kaplowitz & Curtin, LLP, 575 Lexington Avenue, New York, New York 10022. Jay M. Kaplowitz, a member of Gersten, Savage, Kaplowitz & Curtin, LLP has been a director of the Company since 1989. Mr. Kaplowitz owns 2,000 shares of the Company's Common Stock and other options to purchase 25,000 shares, and Sheila Kaplowitz, his wife, owns 22,500 shares of Common Stock. Mr. Kaplowitz and Mrs. Kaplowitz are named as Selling Security Holders and are offering certain securities pursuant to this Prospectus. (See "Selling Security Holders" and "Certain Transactions.") Edward Curtin, a member of the firm of Gersten, Savage, Kaplowitz & Curtin, LLP, owns 2,000 shares of Common Stock of the Company and Jill Curtin, his wife, also owns 2,000 shares of Common Stock of the Company.

parsed_sections/legal_matters/1996/CIK0000860235_team_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Squire, Sanders & Dempsey L.L.P. has rendered an opinion as to the validity of the Common Shares offered hereby. Certain legal matters relating to the Offering will be passed upon for the Underwriters by Porter, Wright, Morris & Arthur.

parsed_sections/legal_matters/1996/CIK0000879313_sygnet_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the Notes will be passed upon for the Company by Bryan Cave LLP, Washington, D.C. Certain legal matters related to the Offering will be passed upon for the Underwriters by Latham & Watkins, Los Angeles, California.

parsed_sections/legal_matters/1996/CIK0000883979_pomeroy_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The legality of the shares of Common Stock and certain other legal matters offered hereby will be passed upon for the Company and the Selling Stockholder by Cors & Bassett, Cincinnati, Ohio and Lindhorst & Dreidame Co., L.P.A., Cincinnnati, Ohio. Certain legal matters related to the Offering will be passed upon for the Underwriters by Alston & Bird, Atlanta, Georgia.

parsed_sections/legal_matters/1996/CIK0000886530_datatrak_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the issuance of the Common Shares offered hereby will be passed upon for the Company by Calfee, Halter & Griswold, Cleveland, Ohio. Certain legal matters will be passed upon for the Underwriters by Willkie Farr & Gallagher, New York, New York.

parsed_sections/legal_matters/1996/CIK0000887353_seven-up_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the Common Stock being offered hereby and certain other legal matters relating to the Offering will be passed upon for the Company by Kirkland & Ellis (a partnership which includes professional corporations), New York, New York.

parsed_sections/legal_matters/1996/CIK0000895044_microsurge_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the shares of Common Stock offered by the Company hereby will be passed upon for the Company by Hale and Dorr, Boston, Massachusetts. Certain legal matters have been passed upon for the Underwriters by Cravath, Swaine & Moore, New York, New York.

parsed_sections/legal_matters/1996/CIK0000897729_trump_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Certain legal matters, including certain tax matters, in connection with the securities offered hereby are being passed upon for the Issuers by Willkie Farr & Gallagher, New York, New York. Certain legal matters in connection with the securities offered hereby are being passed upon for the Underwriters by Skadden, Arps, Slate, Meagher & Flom, Los Angeles, California. The statements as to matters of law and legal conclusions concerning New Jersey gaming laws included under the captions "Risk Factors--Strict Regulation by Gaming Authorities," and "Regulatory Matters" (other than the subcaption "Other Laws and Regulations") have been prepared by Sterns & Weinroth, Trenton, New Jersey, gaming counsel for the Issuers. Sterns & Weinroth offers no opinion and does not purport to opine on the application of federal securities laws and regulations or the securities laws and regulations of any state with respect to the securities offered hereby.

parsed_sections/legal_matters/1996/CIK0000904974_great_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Certain legal matters concerning the federal securities laws applicable to the issue and sale of the Contracts and Certificates have been passed upon by Messrs. Jones & Blouch L.L.P., 1025 Thomas Jefferson Street NW, Suite 405 West, Washington, DC 20007-0805. The organization of GNA and its authority to issue the Contracts and the validity of the form of the Contracts have been passed upon by J. Neil McMurdie, Associate Counsel and Assistant Vice President of GNA.

parsed_sections/legal_matters/1996/CIK0000910507_u-s_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby is being passed upon for the Company by Luce, Forward, Hamilton & Scripps LLP, San Diego, California. Certain legal matters in connection with the sale of the Common Stock offered hereby will be passed upon for the Underwriters by Squadron, Ellenoff, Plesent & Sheinfeld, LLP, New York, New York.

parsed_sections/legal_matters/1996/CIK0000911583_steinway_legal_matters.txt

@@ -0,0 +1 @@
+LEGAL MATTERS Certain legal matters with respect to the Ordinary Common Stock have been passed upon for the Company by Milbank, Tweed, Hadley & McCloy, Los Angeles, California. Certain legal matters relating to the Offering will be passed upon for the Underwriters by Latham & Watkins, Los Angeles, California.

parsed_sections/legal_matters/1996/CIK0000912553_magnesium_legal_matters.txt

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+LEGAL MATTERS The validity of the Senior Notes being offered hereby and certain other legal matters relating to the Offering are being passed upon for the Company by Cadwalader, Wickersham & Taft, New York, New York. Certain legal matters will be passed upon for the Underwriter by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, New York.

parsed_sections/legal_matters/1996/CIK0000913077_affymetrix_legal_matters.txt

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+LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Heller Ehrman White & McAuliffe, Palo Alto, California. Julian N. Stern, the beneficial owner of 26,980 shares of Common Stock, is the sole shareholder and employee of a professional corporation that is a partner of Heller Ehrman White & McAuliffe. Certain legal matters relating to the offering will be passed upon for the Underwriters by Wilson, Sonsini, Goodrich & Rosati, Palo Alto, California.

parsed_sections/legal_matters/1996/CIK0000913600_gunther_legal_matters.txt

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+LEGAL MATTERS The validity of the securities offered hereby will be passed upon for the Company by Reid & Priest LLP New York, New York, who have acted as special counsel to the Company in connection with this Offering.

parsed_sections/legal_matters/1996/CIK0000914022_harveys_legal_matters.txt

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+LEGAL MATTERS Certain matters with respect to the legality of the issuance of the Notes offered hereby are being passed upon for the Company by Milbank, Tweed, Hadley & McCloy, Los Angeles, California, and Scarpello & Alling, Ltd., Stateline, Nevada. Ronald D. Alling, a partner of Scarpello & Alling, Ltd., owns 7,300 shares of Common Stock of the Company. Certain matters with respect to the legality of the issuance of the Notes offered hereby are being passed upon for the Underwriters by Davis Polk & Wardwell, New York, New York.

parsed_sections/legal_matters/1996/CIK0000914978_consep-inc_legal_matters.txt

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+LEGAL MATTERS The validity of the Common Stock being offered hereby will be passed upon for the Company by Ater Wynne Hewitt Dodson & Skerritt, LLP, Portland, Oregon. Certain legal matters will be passed upon for the Underwriters by Reid & Priest LLP, New York, New York.

parsed_sections/legal_matters/1996/CIK0000915518_3dx_legal_matters.txt

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+LEGAL MATTERS The validity of the shares will be passed upon for the Company by Kelley Drye & Warren LLP, New York, New York. Frederic A. Rubinstein, a partner of Kelley Drye & Warren LLP is the beneficial owner of 18,154 shares of Common Stock. Certain legal matters in connection with the Offering will be passed upon for the Underwriters by Andrews & Kurth LLP, Houston, Texas.

parsed_sections/legal_matters/1996/CIK0000918390_colorado_legal_matters.txt

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+LEGAL MATTERS Certain matters regarding the validity of the Notes, the Guarantee and the Common Stock will be passed upon for the Company by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a partnership including professional corporations.

parsed_sections/legal_matters/1996/CIK0000919999_pc_legal_matters.txt

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+LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company and the Selling Stockholders by Sayles & Lidji, A Professional Corporation, Dallas, Texas. Certain legal matters relating to the Common Stock offered hereby will be passed upon for the Underwriters by Powell, Goldstein, Frazer & Murphy, Atlanta, Georgia.

parsed_sections/legal_matters/1996/CIK0000920052_renal_legal_matters.txt

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+LEGAL MATTERS Certain legal matters with respect to the validity of the shares of the Common Stock offered hereby will be passed upon for the Company by Alston & Bird, Atlanta, Georgia. Certain legal matters related to the Offering will be passed upon for the Underwriters by Hogan & Hartson L.L.P., Washington, D.C.

parsed_sections/legal_matters/1996/CIK0000920729_infoseek_legal_matters.txt

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+LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Company by Brobeck, Phleger & Harrison LLP, Palo Alto, California. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California.

parsed_sections/legal_matters/1996/CIK0000921506_cv_legal_matters.txt

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+LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Cooley Godward LLP ("Cooley"), Palo Alto, California. Certain legal matters in connection with this Offering will be passed upon for the Underwriters by Wilson Sonsini Goodrich & Rosati, a Professional Corporation, Palo Alto, California. As of the date of this Prospectus, Cooley owns a warrant to purchase 2,500 units at a price of $.50 per unit with each unit consisting of 1 share of Common Stock and one warrant to purchase 1/2 share of Common Stock at an exercise price of $20.00 per share. GC&H Investments, a general partnership formed by the partners of Cooley for investment purposes, owns 18,761 shares of the Company's Common Stock, 1,289 shares of Common Stock issuable upon the net exercise of an outstanding warrant upon the closing of the Offering and a warrant to purchase 875 shares of Series E Preferred Stock, convertible into 875 shares of the Company's Common Stock. Alan C. Mendelson and Deborah A. Marshall, partners at Cooley, are Secretary and Assistant Secretary of the Company, respectively.

parsed_sections/legal_matters/1996/CIK0000921549_trico_legal_matters.txt

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+LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., New Orleans, Louisiana. Vinson & Elkins L.L.P., Houston, Texas, will pass upon certain legal matters for the Underwriters.

parsed_sections/legal_matters/1996/CIK0000921623_complete_legal_matters.txt

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+LEGAL MATTERS Certain legal matters in connection with the issuance of the Common Stock will be passed upon for the Corporation by Jeffer, Mangels, Butler & Marmaro LLP, Los Angeles, California. The principal shareholder of Bruce P. Jeffer, Esq., a Professional Corporation, a partner of Jeffer, Mangels, Butler & Marmaro LLP, will own 14,036 shares of Common Stock, 12,571 General Partner Warrants and 1,525 Subscriber Warrants. Certain legal matters in connection with the Public Offering will be passed upon for the Underwriters by Manatt, Phelps & Phillips, LLP, Los Angeles, California.