-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E54uZJgVhmkc0CAgOfbhh6SKaNuALZK0foCF3zf/JLQ3N+5llVNl1Kv/YOfxIh2z NeJb06ZT2zMMqGr6zRhg1Q== 0000101382-99-000005.txt : 19990218 0000101382-99-000005.hdr.sgml : 19990218 ACCESSION NUMBER: 0000101382-99-000005 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990217 GROUP MEMBERS: UMB BANK, N.A. GROUP MEMBERS: UMB FINANCIAL CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNTROLEUM CORP CENTRAL INDEX KEY: 0001029023 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 431764632 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-50643 FILM NUMBER: 99543702 BUSINESS ADDRESS: STREET 1: 5000 WEST 95TH STREET SUITE 260 STREET 2: P O BOX 7568 CITY: SHAWNEE MISSION STATE: KS ZIP: 66207 BUSINESS PHONE: 9136521000 MAIL ADDRESS: STREET 1: 5000 WEST 95TH STREET SUITE 260 STREET 2: P O BOX 7568 CITY: SHAWNEE MISSION STATE: KS ZIP: 66207 FORMER COMPANY: FORMER CONFORMED NAME: SLH CORP DATE OF NAME CHANGE: 19961213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UMB FINANCIAL CORP CENTRAL INDEX KEY: 0000101382 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 430903811 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1010 GRAND AVE CITY: KANSAS CITY STATE: MO ZIP: 64106 BUSINESS PHONE: 8168607000 MAIL ADDRESS: ZIP: ----- FORMER COMPANY: FORMER CONFORMED NAME: UNITED MISSOURI BANCSHARES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MISSOURI BANCSHARES INC DATE OF NAME CHANGE: 19710915 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SYNTROLEUM CORPORATION (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 783 9881 08 (CUSIP Number) Page 1 of 10 Pages CUSIP NO. 783 9881 08 SCHEDULE 13G Page 2 of 10 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person: UMB BANK, n.a. ("UMB") 2. Check the Appropriate box if a member of a group (a) [ ] (b) [X] 3. SEC Use Only 4. Citizenship or Place of Organization: United States Number of Shares Beneficially owned by UMB With: 5. Sole Voting Power: 41,616. UMB disclaims beneficial ownership of these shares. 6. Shared Voting Power: 1,800 7. Sole Dispositive Power: 41,616. UMB disclaims beneficial ownership of these shares. 8. Shared Dispositive Power: 1,800 9. Aggregate Amount Beneficially Owned by UMB: 43,416. UMB disclaims beneficial ownership of these shares, which it holds in various capacities. 10. Check Box if the Aggregate Amount in Row (9) excludes Certain Shares: [X] Such amount excludes 2,160,207 shares of the Issuer's Common Stock held in custody and other accounts by UMB for which UMB has no voting or dispositive power. 11. Percent of Class Represented by Amount in Row 9: .2% 12. Type of Reporting Person: BK CUSIP NO. 783 9881 08 SCHEDULE 13G Page 3 of 10 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person: UMB FINANCIAL CORPORATION ("UMBFC") 2. Check the Appropriate box if a member of a group (a) [ ] (b) [X] 3. SEC Use Only 4. Citizenship or Place of Organization: Missouri Number of Shares Beneficially owned by UMBFC With: 5. Sole Voting Power: -0- 6. Shared Voting Power: -0- 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by UMBFC: -0- 10. Check Box if the Aggregate Amount in Row (9) excludes Certain Shares: [X] Such amount excludes 2,203,623 shares of the Issuer's Common Stock held by UMB in various capacities as to which UMBFC has no voting or dispositive power. 11. Percent of Class Represented by Amount in Row 9: 0% 12. Type of Reporting Person: HC CUSIP NO. 783 9881 08 Page 4 of 10 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Item 1(a) Name of Issuer: Syntroleum Corporation, a Kansas corporation Item 1(b) Address of Issuer's Principal Executive Offices: 1350 South Boulder, Suite 1100, Tulsa, Oklahoma 74119 Item 2(a) Names of Persons Filing: (i) UMB Bank, n.a. ("UMB") (ii) UMB Financial Corporation ("UMBFC") Item 2(b) Address of Principal Business or, if none, Residence: Both UMB and UMBFC maintain their principal executive offices at 1010 Grand Boulevard, Kansas City, Missouri 64106 Item 2(c) Citizenship: UMBFC is a corporation organized under the laws of the State of Missouri, and UMB is a national banking association chartered by the United States. Item 2(d) Title of Class of Securities: common stock, par value $0.01 per share (the "Common Stock"). CUSIP NO. 783 9881 08 SCHEDULE 13G Page 5 of 10 Pages Item 2(e) CUSIP Number: 783 9881 08 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer under Section 15 of the Act (b) [X] Bank as defined in section 3(a)(6) of the Act (UMB) (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ] Investment Company registered under section 8 of the Investment Company Act (e) [ ] Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F) (KCSI ESOP) (g) [X] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) (Note: See Item 7) (UMBFC) (h) [ ] Group, in accordance with Section 240.13d- 1(b)(1)(ii)(H) UMB holds the Issuer's Common Stock reported in this schedule in various banking capacities and possesses sole voting and dispositive power over all such shares and is filing this schedule as a result of having such powers. UMBFC owns 100 percent of the outstanding stock of UMB and is filing this schedule solely as a result of such stock ownership. CUSIP NO. 783 9881 08 SCHEDULE 13G Page 6 of 10 Pages Item 4. Ownership. UMB has sole voting and dispositive powers over certain shares of Issuer's Common Stock held in various banking capacities and may be deemed to beneficially own such shares of Issuer's Common Stock. UMB disclaims beneficial ownership over all such shares. UMB disclaims beneficial ownership over and has not included in this Schedule 13G any and all shares of the Issuer's Common Stock held in custodial and other capacities over which UMB has no voting or dispositive power (either by itself or with others). Therefore, UMB may be deemed to beneficially own shares of the Issuer's Common Stock as follows: (a) Amount Beneficially Owned: 43,416. Beneficial ownership is disclaimed as to these shares. Such amount excludes 2,160,207 shares of Issuer's Common Stock held in custody and other accounts by UMB for which UMB has no voting or dispositive power. (b) Percent of Class: .2% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 41,616. UMB disclaims beneficial ownership of these shares. (ii) shared power to vote or to direct the vote: 1,800. UMB disclaims beneficial ownership of these shares. (iii) sole power to dispose or to direct the disposition of: 41,616. UMB disclaims beneficial ownership of these shares. (iv) shared power to dispose or to direct the disposition of: 1,800. UMB disclaims beneficial ownership of these shares. CUSIP NO. 783 9881 08 SCHEDULE 13G Page 7 of 10 Pages UMBFC does not own of record any shares of the Issuer's Common Stock and does not exercise or direct the exercise of any voting or dispositive power over the shares of the Issuer's Common Stock reported herein and is precluded by applicable law from directing the exercise of such power over said shares of the Issuer's Common Stock held by UMB. Item 5 Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that, as of the date hereof, the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X] Item 6 Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. Information as to UMB, which is jointly filing this statement with UMBFC, is presented above. Item 8 Identification and Classification of Members of the Group. Not Applicable. Item 9 Notice of Dissolution of Group. Not Applicable. Item 10 Certification. See below. CUSIP NO. 783 9881 08 SCHEDULE 13G Page 8 of 10 Pages Signature By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. UMB Bank, n.a. Dated: February 16, 1999 By_________________________ David D. Miller, Executive Vice President and Corporate Secretary UMB Financial Corporation Dated: February 16, 1999 By_________________________ David D. Miller, Executive Vice President and Corporate Secretary CUSIP NO. 783 9881 08 SCHEDULE 13G Page 9 of 10 Pages EXHIBIT INDEX Exhibit Document Page No. A. Joint Filing Agreement CUSIP NO. 783 9881 08 SCHEDULE 13G Page 10 of 10 Pages EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13G to which this Exhibit is attached with respect to the Common Stock, par value $0.01 per share, of Syntroleum Corporation, a Kansas corporation, and consent to this Joint Filing Agreement being included as an Exhibit to such filing. In evidence thereof the undersigned hereby execute this Agreement this 16th day of February, 1999. UMB Bank, n.a. Dated: February 16, 1999 By_________________________ David D. Miller, Executive Vice President and Corporate Secretary UMB Financial Corporation Dated: February 16, 1999 By_________________________ David D. Miller, Executive Vice President and Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----