10-K 1 umb6740.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 & 15(d) OF THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1934 ------------------ For the fiscal year ended October 31, 2001 Commission File number: 2-58109 ------------------ THE COLLECTIVE INVESTMENT TRUST* (Exact Name of the registrant as specified in its charter) * as defined herein Incorporated pursuant to the Laws of Missouri State ------------------ Internal Revenue Service -- Employer Identification No. NONE ------------------ UMB BANK, N.A., TRUSTEE Trust Department 1010 Grand Avenue Kansas City, Missouri 66214 (Address of principal executive offices and zip code) ------------------ (816) 860-7000 (Registrant's telephone number, including area code) ------------------ NONE Securities registered pursuant to Section 12(b) of the Act ------------------ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not b contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [X]. The aggregate market value of the voting stock held by non-affiliates: NONE Documents incorporated in reference into Part I: Registrant's Registration Statement on Form S-1 (Commission file no. 33-86470) -------------------------------------------------------------------------------- PART I Item 1. Business UMB Bank, N.A., the principle executive offices of which are located in Kansas City, Missouri ("the Bank"), is trustee of three collective investment Trusts (collectively referred to herein as the "Funds" or singularly as a "Fund") that provide investment mediums for certain qualified retirement plans for which the Bank serves as trustee. The Funds are: a. The Fund for Pooling Equity Investments of Employee Trusts (the "Pooled Equity Fund"), the primary investment objective of which is growth in the value of the units of participation in the Fund through investments in equity securities; b. The Fund for Pooling Debt Investments of Employee Trusts (the "Pooled Debt Fund"), the primary investment objective of which is the stability of the underlying assets through the investment in fixed income obligations and growth in the value of the units of participation in the Fund through reinvestment of the income from such obligations; c. The Pooled Income Fund for Employee Trusts (the "Pooled Income Fund") the primary investment objective of which is to provide a high degree of liquidity through the investment of short-term fixed income obligations with growth in the value of the units of participation in the Fund through reinvestment of the income from such obligations. The Funds are operated under Section 9 of Regulation 9 of the Comptroller of Currency (12 C.F.R.9). The Trust Department of the Bank is responsible for the continuing supervision and evaluation of all investments for the Funds. All investment activities are subject to the policy making and reviewing authority of the Bank's Trust Policy Committee, which is composed of twelve members made up of Senior Management and outside Directors of the Bank. The above description of the Registrant's business is qualified in its entirety by reference to the more detailed discussion set forth in the Registrant's registration statement on Form S-1 (Commission file no. 33-86470), as may be amended from time to time. Item 2. Properties Not applicable Item 3. Legal Proceedings None Item 4. Submission of Matters to a Vote of Security Holders Not applicable -------------------------------------------------------------------------------- PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters There is no established public trading market for the units of participation in the Funds, and dividends are not paid on such units. On October 31, 2001 there were 161 holders of units of participation in the Fund for Pooling Equity Investments of Employee Trusts, 158 holders of units of participation in the Fund for Debt Investments of Employee Trusts, and 83 holders of units of participation in the Pooled Income Fund for Employees Trusts. The closing value of a unit of the Fund for Pooling Equity Investments of Employee Trusts, of the Fund for Pooling Debt Investments of Employee Trusts, and of the Pooled Income Fund for Employee Trusts were, respectively, $ 9.44, $8.89 and $ 6.57. [Remainder of Page Intentionally Left Blank] -------------------------------------------------------------------------------- Item 6. Selected Financial Data

* Per unit information has been adjusted to reflect a 10 for 1 unit split paid during the quarter ended April 30, 2000. -------------------------------------------------------------------------------- Item 7. ECONOMIC AND MARKET OUTLOOK This marks the close of an extremely volatile year for the financial markets. Early on, many had hoped that U.S. stocks would stage a comeback from their 2000 lows, but by mid-year the downturn had spread to most major markets and it was apparent that the "bull" was not meant to be. High energy prices, excess inventories and declining stock valuations combined with rising consumer credit and corporate debt levels to bring increased signs of recession to a weakening economy. The terrorist attacks on September 11 resulted in greater declines and recession became an unwelcome reality. In a valiant effort to increase liquidity into the economy, the Federal Reserve continued to reduce the Federal Funds rate, bringing it to its lowest level in 40 years. The S&P index scored a return of -11.89% for the year. This represents one of the lowest returns in years. In the small capitalization area, the Russell 2000 index of small capitalization stocks scored a return of 2.49% for the year. The U.S. economy may continue to struggle in 2002. When economic recovery eventually comes, it may be driven primarily by the consumer. Continued increases in unemployment, however, may delay the consumers. In this environment, stock prices may rise more selectively than in the past, and small capitalization stocks may perform well in comparison to large capitalization stocks. POOLED FUND COMMENTARY The three collective investment funds included in this report, the Pooled Equity Fund, Pooled Debt Fund and Pooled Income Fund, represent a pool of capital of about $152 million. Participating accounts benefit from this large concentration of capital by receiving constant investment attention, lower brokerage commissions on large trades, and broad diversification which reduces risk and enhances investment opportunities. Investment programs to meet the objectives of each individual trust can be designed by adjusting the ratio of participation in the various funds. POOLED EQUITY FUND During the year, new stock positions were taken in the following securities: American Int'l Group, Inc., AOL Time Warner, Inc., Merrill Lynch & Co., Inc., Pfizer, Inc., Tellabs, Inc., and U.S. Bancorp. The fund's total return (income plus price appreciation) was -6.70%. The Fund ended the period with cash reserves of 17.28%. POOLED DEBT FUND In keeping with our philosophy of maintaining a high-quality portfolio with limited maturity exposure, about 48% of the portfolio is held in U.S. Government and Agency issues. Approximately 50% of the portfolio will mature within five years. The weighted average life of the total portfolio is approximately 4.5yrs. The total return of the Fund was 9.38% for the preceding 12 months. At period end, the current yield of the fund was approximately 5.74% . The weighted yield to maturity at market was 5.48%. POOLED INCOME FUND The Fund continues to be invested in short-term U.S. Government and Agency obligations, high-quality commercial paper and liquid guaranteed insurance contracts. For the past 12 months, the fund returned 4.19%. The Fund has an average maturity of 21 days and a weighted yield to maturity of 1.35%. Item 8. Financial Statements and Supplementary Data The financial statements are attached hereto and filed as part of this report. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Statements. None -------------------------------------------------------------------------------- PART III Item 10. Directors and Executive Officers of the Registrant The Registrant has no directors or executive officers. The Bank is trustee and certain officers and employees of the Bank devote a portion of their time to managing the Funds. Item 11. Executive Compensation Not applicable Item 12. Security Ownership of Certain Beneficial Owners and Management Not applicable Item 13. Certain Relationships and Related Transactions Not applicable ------------------------------------------------------------------------------- PART IV Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K a. Financial Statements, Financial Statement Schedules and Exhibits. (1) Financial Statements: The financial statements filed as a part of this report are set forth on the index to the Audited Financial Statements and Other Financial Information on page F-1 of this report. +----+------------------------------------------------------------------------ (2) Financial Statement Schedules: Not applicable +----+------------------------------------------------------------------------ (3) Financial Statement Exhibits: All exhibits incorporated by reference herein are incorporated pursuant to Rule 12b-32 under the Securities Exchange Act of 1934, as amended. +----+------------------------------------------------------------------------ (3) Financial Statement Exhibits: All exhibits incorporated by reference herein are incorporated pursuant to Rule 12b-32 under the Securities Exchange Act of 1934, as amended. +----+------------------------------------------------------------------------ (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 The UMB Bank, N.A., Master Plan and Trust for Self-Employed Individuals, as amended on January 1, 1991, is attached as Exhibit 4.1 to post-effective amendment no. 5 to the Registrant's registration statements on Form S-1 (Commission file no. 33-27170) and is incorporated herein by reference as Exhibit 4.2. 4.2 The Plan and Declaration of Trust for the Fund for Pooling Equity Investments of Employee Trusts, as amended on October 31, 1995, is attached as Exhibit 4.2 to Registrant's Form 10-K for the year ended October 31, 1995, and is incorporated herein by reference as Exhibit 4.3. 4.3 The Plan and Declaration of Trust for the Fund for Pooling Debt. Investments of Employee Trusts, as amended on October 31, 1995, is attached as Exhibit 4.3 to Registrant's Form 10-K for the year ended October 31, 1995, and is incorporated herein by reference as Exhibit 4.3. +----+------------------------------------------------------------------------ (9) Voting Trust Agreement. Not applicable +----+------------------------------------------------------------------------ (10) Material Contracts Not applicable +----+------------------------------------------------------------------------ (11) Statement regarding Computation of Per Share Earnings Not applicable +----+------------------------------------------------------------------------ (12) Statement Regarding Computation of Ratios Not applicable +----+------------------------------------------------------------------------ (13) Annual Report to Security Holders, Form 10-Q or Quarterly Report to Security Holders Not applicable +----+------------------------------------------------------------------------ (16) Letter Regarding Change in Certifying Accountants Not applicable +----+------------------------------------------------------------------------ (16) Letter Regarding Change in Certifying Accountants Not applicable +----+------------------------------------------------------------------------ (16) Letter Regarding Change in Certifying Accountants Not applicable +----+------------------------------------------------------------------------ (18) Letter Regarding Change in Accounting Principles Not applicable +----+------------------------------------------------------------------------ (21) Subsidiaries of Registrant Not applicable +----+------------------------------------------------------------------------ (22) Published Report Regarding Matters Submitted to Vote of Security Holders Not applicable +----+------------------------------------------------------------------------ (23) Consents of Experts and Counsel Not applicable +----+------------------------------------------------------------------------ (24) Power of Attorney 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. Reports Filed on Form 8-K. No report Form 8-K was filed by the Registrant during the last quarter of the period covered by this report. ------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1937, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE COLLECTIVE INVESTMENT TRUSTS By UMB Bank, n.a. As Trustee Date: January 29, 2001 /s/ Edward J. McShane, Jr. --------------------------------------------- Edward J. McShane, Jr. Executive Vice President Date: January 29, 2001 /s/ E. Frank Ware --------------------------------------------- E. Frank Ware Executive Vice President and Trust Accounting Officer The Registrant has no directors. ------------------------------------------------------------------------------- FINANCIAL STATEMENTS TABLE OF CONTENTS Report of Independent Accountants Fund for Pooling Equity Investments of Employee Trusts Statements of Assets and Liabilities as of October 31, 2000 and 2001 Statements of Investments Held as of October 31, 2000 and 2001 Statements of Operations for the years ended October 31, 1999, 2000 and 2001 Statements of Participants' Interest for the years ended October 31, 1999, 2000 and 2001 Fund for Pooling Debt Investments of Employee Trusts Statements of Assets and Liabilities as of October 31, 2000 and 2001 Statements of Investments Held as of October 31, 2000 and 2001 Statements of Operations for the years ended October 31, 1999, 2000 and 2001 Statements of Participants' Interest for the years ended October 31, 1999, 2000 and 2001 Pooled Income Fund for Employee Trusts Statements of Assets and Liabilities as of October 31, 2000 and 2001 Statements of Investments Held as of October 31, 2000 and 2001 Statements of Operations for the years ended October 31, 1999, 2000 and 2001 Statements of Participants' Interest for the years ended October 31, 1999, 2000 and 2001 Notes to Financial Statements (The remainder of this page is intentionally left blank) ------------------------------------------------------------------------------- Independent Accountants' Report Board of Directors UMB Bank, n.a. Kansas City, Missouri We have audited the accompanying statements of assets and liabilities 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. (the Funds), including the statements of investments held, as of October 31, 2001 and 2000, and the related statements of operations and participants' interest for each of the three years in the period ended October 31, 2001. 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 auditing standards generally accepted in the United States of America. 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. as of October 31, 2001 and 2000, and the results of operations and the changes in their participants' interest for each of the three years in the period ended October 31, 2001, in conformity with their accounting principles generally accepted in the United States of America. /s/ BKD, LLP Kansas City, Missouri November 20, 2001 ------------------------------------------------------------------------------- UMB BANK, n.a. FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS STATEMENTS OF ASSETS AND LIABILITIES OCTOBER 31, 2001 AND 2000

PARTICIPANTS INTEREST, Equivalent to $9.44 per unit on 8,022,153 units outstanding in 2001 and $11.04 per unit on 9,983,282 units outstanding in 2000. See Notes to Financial Statements UMB BANK, n.a. FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS STATEMENT OF INVESTMENTS HELD OCTOBER 31, 2001

See Notes to Financial Statements UMB BANK, n.a. FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS STATEMENTS OF OPERATIONS YEARS ENDED OCTOBER 31, 2001, 2000 AND 1999

UMB BANK, n.a. FUND FOR POOLING EQUITY INVESTMENTS OF EMPLOYEE TRUSTS STATEMENTS OF PARTICIPANTS' INTEREST YEARS ENDED OCTOBER 31, 2001, 2000 AND 1999

See Notes to Financial Statements UMB BANK, n.a. FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS STATEMENTS OF ASSETS AND LIABILITIES OCTOBER 31, 2001 AND 2000

See Notes to Financial Statements UMB BANK, n.a. FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS STATEMENT OF INVESTMENTS HELD OCTOBER 31, 2001

See Notes to Financial Statements UMB BANK, n.a. FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS STATEMENT OF INVESTMENTS HELD OCTOBER 31, 2000

See Notes to Financial Statements UMB BANK, n.a. FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS STATEMENTS OF OPERATIONS YEARS ENDED OCTOBER 31, 2001, 2000 AND 1999

See Notes to Financial Statements UMB BANK, n.a. FUND FOR POOLING DEBT INVESTMENTS OF EMPLOYEE TRUSTS STATEMENTS OF PARTICIPANTS' INTEREST YEARS ENDED OCTOBER 31, 2000, 1999 AND 1998

See Notes to Financial Statements UMB BANK, n.a. POOLED INCOME FUND FOR EMPLOYEE TRUSTS STATEMENTS OF ASSETS AND LIABILITIES OCTOBER 31, 2001 AND 2000

See Notes to Financial Statements UMB BANK, n.a. POOLED INCOME FUND FOR EMPLOYEE TRUSTS STATEMENT OF INVESTMENTS HELD OCTOBER 31, 2001

See Notes to Financial Statements UMB BANK, n.a. POOLED INCOME FUND FOR EMPLOYEE TRUSTS STATEMENT OF INVESTMENTS HELD OCTOBER 31, 2000

See Notes to Financial Statements UMB BANK, n.a. POOLED INCOME FUND FOR EMPLOYEE TRUSTS STATEMENTS OF OPERATIONS YEARS ENDED OCTOBER 31, 2001, 2000 AND 1999

See Notes to Financial Statements UMB BANK, n.a. POOLED INCOME FUND FOR EMPLOYEE TRUSTS STATEMENTS OF PARTICIPANTS' INTEREST YEARS ENDED OCTOBER 31, 2001, 2000 AND 1999

See Notes to Financial Statements 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, 2001 NOTE 1: NATURE OF OPERATIONS AND 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. The significant accounting policies and the nature of operations follow. Nature of Operations 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 (Funds) provide a means through which funds, held by UMB Bank, n.a. in its capacity as sole fiduciary or co-fiduciary, may be pooled for diversification of investments. The Funds are managed by UMB Bank, n.a. under regulation 9 of the Comptroller of the Currency relating to collective investment funds. Regulation 9 specifies generally the form of trust, accounting policies, investment powers, asset valuation, etc. In addition, the Funds' units are registered with the Securities and Exchange Commission under the 1933 Act. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Investments Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the year or, if no sale was reported on that date, at the average of the last reported bid and asked prices. Securities traded over-the-counter are valued at the average of the last reported bid and asked prices. Short-term obligations are valued at amortized cost, which approximates market value. Securities not priced elsewhere are priced by the Trustee, utilizing prices quoted by security brokers or dealers or investment bankers. Investment transactions are recorded on the trade date. Interest income is recorded daily. Dividend income is recorded on the ex-dividend date. Realized gains and losses from investment transactions and unrealized appreciation and depreciation of investments are reported on the identified cost basis. Amortization Discounts and premiums on securities purchased are amortized over the life of the respective securities. Income Tax Exemption Applicable statutes exempt the funds from U.S. federal and state income taxes. 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 daily valuations. Prior to March 15, 2000, trusts invested or withdrew based on monthly valuations as of the prior month. Stock Split The Board of the Funds approved a ten for one unit split with an ex-date and effective date of February 18, 2000. All unit and per unit amounts presented in these financial statements have been restated to give effect to the unit split retroactively.

COLLECTIVE INVESTMENT TRUSTS FOR UNITED MISSOURI BANK N A 10-K