UMB Financial CorporationFebruary 18, 2003 Mr. Jonathan G. Katz, Secretary
RE: Proposed Changes to Rule 10b-18
Dear Mr. Katz: This letter is written on behalf of UMB Financial Corporation, a regional financial holding company whose shares are traded on NASDAQ. In order to administer an employee stock ownership plan, an employee stock purchase plan, and for other appropriate business purposes, we have purchased our own shares from time to time. Although some of our purchases are conducted on the open market, a significant number are block purchases that are brought to us on an unsolicited basis. Because our stock is, on a comparative basis, thinly traded, we have great concern that the proposed rule change that would subject block purchases to the "ADTV limitation" would severely impact our ability to repurchase our shares with the benefit of the safe harbor provided under Rule 10b-18. This would also be true of other companies our size whose stock does not trade in significant volumes. Under the proposed rule, the NDTV limitation on daily stock repurchases would enable us to purchase only approximately .06 percent (.0006) of the UMB Financial Corporation stock that is included with the public float. Given the fact that block purchases will continue to be subject to the "highest bid / last independent transaction price " limitation, such a level of restriction on off-market transactions is neither necessary nor appropriate. The proposed 500-share alternative volume limitation is too low to be useful, since unsolicited blocks brought to issuers such as ourselves is not likely to ever be as small as 500 shares. Because of the severe limitations that the proposed rule will impose, and because of the lack of any real need or benefit for applying such a restriction, we strongly urge the Commission to continue to exclude block transactions from both the numerator and denominator of the 25% NDTV limitation. Alternatively, we urge the Commission to retain the block transaction exclusion, but redefine a block transaction as one involving a slightly higher number of shares (perhaps 7,500 shares). If issuers are forced to forego the protection of the Rule 10b-18 safe harbor in order to acquire a block of their securities offered to them on an unsolicited basis, they may well decline to accept the risk involved, and liquidity will therefore be substantially reduced for shareholders with large holdings. Stock repurchases are undertaken because the respective issuers have concluded that they are of benefit to their shareholders; the proposed limitation will be a detriment to such shareholders and are not necessary.
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