SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 10-K/A-1
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-8186
Inter-Regional Financial Group, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 41-1228350
(State or other jurisdiction (IRS Employer
of incorporation of organization) Identification Number)
Dain Bosworth Plaza, 60 South Sixth Street,
Minneapolis, Minnesota 55402-4422
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area
code (612) 371-7750
Securities registered pursuant to Section 12(b) of
the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common Stock, par value New York Stock Exchange, Inc.
$.125 per share
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
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 (Section 229.405 of this
chapter) is not contained herein, and will not be contained, to
the bes t 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]
As of February 28, 1994, 8,160,180 shares of common stock were
outstanding, and the aggregate market value of the common shares
(based upon the closing price at February 28, 1994, on the New
York Stock Exchange) of Inter-Regional Financial Group, Inc.,
held by non-affiliates was approximately $151,325,505.
Documents Incorporated by Reference
Portions of the Proxy Statement of Registrant to be
filed within 120 days of December 31, 1993 are incorporated
in Part III of this report.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8K:
(a) Documents filed as part of this Report:
Page
----
1. Financial statements:
Reference is made to the table of contents to financial
statements and financial statement schedules hereinafter
contained............................................... 36 *
2. Financial statement schedules:
Reference is made to the table of contents to financial
statements and financial statement schedules hereinafter
contained for all other financial statement schedules... 36 *
* Refers to page number in original Form 10-K filing for the
year ended December 31, 1993.
<PAGE>
3. Exhibits:
Item
No. Item Method of Filing
- - - - - --------------------------------------------------------------------------
3(a) Certificate of Incorporated by reference
Incorporation of the to Exhibit 3(a) to the Company's
Company, as amended. Annual Report on Form
10-K for the year ended
December 31, 1988.
3(b) Bylaws of the Company, as Incorporated by reference to
amended. Exhibit 3(b) to the Company's
Annual Report on Form
10-K for the year ended
December 31, 1989.
4(a) Credit Agreement dated Incorporated by reference to
June 23, 1993. Exhibit 4(a) to the Company's
Current Report on Form
8-K dated July 15, 1993.
4(b) First Amendment to Credit Incorporated by reference to
Agreement dated November Exhibit 4(a) to the Company's
30, 1993. Current Report on Form
8-K dated February 11, 1994.
4(c) Term Loan Agreement dated Incorporated by reference to
October 16, 1992. Exhibit 4(e) to the Company's
Annual Report on Form
10-K for the year ended
December 31, 1992.
4(d) First Amendment to Term Incorporated by reference to
Loan Agreement dated Exhibit 4(g) to the Company's
March 12, 1993. Annual Report on Form
10-K for the year ended
December 31, 1992.
4(e) Second Amendment to Term Incorporated by reference to
Loan Agreement dated June Exhibit 4(b) to the Company's
23, 1993. Current Report on Form 8-K
dated July 15, 1993.
4(f) Third Amendment to Term Incorporated by reference to
Loan Agreement dated Exhibit 4(b) to the Company's
November 30, 1993. Current Report on Form 8-K
dated February 11, 1994.
10(a)* 1986 Stock Option Incorporated by reference to
Plan, as amended on April Exhibit 10(b) to the Company's
24, 1987, May 9, 1990, Current Report on Form 8-K
March 3, 1993 and April dated July 15, 1993.
27, 1993.
10(b) Form of Indemnity Incorporated by reference to
Agreement with Directors Exhibit 10(c) to the Company's
and Officers of the Annual Report on Form 10-K for
Company. the year ended December 31, 1990.
10(c)* Retirement Agreement Incorporated by reference to
between the Company and Exhibit 10(f) to the Company's
Richard D. McFarland Annual Report on Form 10-K for
dated January 1, 1990. the year ended December 31, 1989.
10(d)* Form of Non-Employee Incorporated by reference to
Director Retirement Exhibit 10 (g) to the Company's
Compensation Agreement. Annual Report on Form 10-K for
the year ended December 31, 1992.
10(e)* IFG Executive Deferred Incorporated by reference to
Compensation Plan dated Exhibit 10(a) to the Company's
March 31, 1993. Current Report on Form 8-K
dated July 15, 1993.
10(f) Trust Agreement for Filed herewith.**
Executive Deferred
Compensation Plan dated
February 11, 1994.
11 Computation of net Filed herewith.**
earnings per share.
21 List of subsidiaries. Filed herewith.**
23 Independent Auditors' Filed herewith.**
consent.
24 Power of attorney. Filed herewith.**
* Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 14(c) of this
report.
** Refers to original Form 10-K filing for the year ended
December 31, 1993.
<PAGE>
(b) No reports on Form 8-K were filed during the fourth quarter
of 1993.
REPORT FOR EMPLOYEE STOCK PURCHASE PLAN:
The financial information required by Form 11-K is hereby
furnished as permitted by Rule 15d-21:
Page
Schedules included: ----
Independent auditors' report............................... 4
Statements of net assets available for plan benefits
as of December 31, 1993 and 1992........................ 5
Statements of changes in net assets available for
plan benefits for the years ended
December 31, 1993 and 1992.............................. 6
Notes to financial statements.............................. 7
Schedule 1 - Schedule of assets held for
investment purposes..................................... 10
Schedule 2 - Reportable transactions for the year
ended December 31, 1993................................. 11
Exhibit 23 - Independent auditors' consent................. 12
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Inter-Regional Financial Group, Inc.:
We have audited the accompanying statements of net assets
available for plan benefits of the IFG Stock Bonus Plan as of
December 31, 1993 and 1992 and the related statements of changes
in net assets available for plan benefits for the years then
ended. These financial statements are the responsibility of the
Plan's 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 net assets
available for plan benefits of the IFG Stock Bonus Plan as of
December 31, 1993 and 1992 and the changes in net assets
available for plan benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplementary
information included in Schedules 1 and 2 is presented for
purposes of additional analysis and is not a required part of the
basic financial statements. The information in such schedules
has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is
fairly stated, in all material respects, in relation to the basic
financial statements taken as whole.
KPMG Peat Marwick
Minneapolis, Minnesota
June 10, 1994
<PAGE>
<TABLE>
IFG STOCK BONUS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
(Dollars in thousands)
<CAPTION>
December 31,
1993 1992
-----------------
<S> <C> <C>
Assets:
Temporary cash investments $794 $212
Contributions receivable 65 78
Investment in Inter-Regional Financial
Group, Inc. common stock, at market
(3,162,385 and 3,248,737 shares;
cost $37,309 and $33,858, respectively) 88,152 58,071
Participant loans receivable 1,330 1,051
Interest receivable 2 1
------- -------
90,343 59,413
------- -------
Liabilities:
Miscellaneous accounts payable 30 30
------- -------
30 30
------- -------
Net assets available for plan
benefits (includes $3,244 and
$1,430, respectively, of
distributions due to Plan
participants and $857 and $172,
respectively, of diversifications
payable to IFG Profit Sharing Plan) $90,313 $59,383
======= =======
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
IFG STOCK BONUS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
(Dollars in thousands)
<CAPTION>
Year Ended December 31,
1993 1992
-----------------------
<S> <C> <C>
Investment income:
Net realized and unrealized gain on
securities $32,067 $3,015
Interest 119 82
Dividends 886 871
------- -------
33,072 3,968
Contributions:
Employee contributions 4,840 4,039
Employer contributions 2,495 2,104
Distributions:
Distributions to participants, at market (7,515) (5,811)
Diversification to IFG Profit Sharing
Plan (1,962) (737)
------- -------
Increase in net assets 30,930 3,563
------- -------
Net assets available for plan benefits:
At beginning of year 59,383 55,820
------- -------
At end of year $90,313 $59,383
======= =======
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
IFG STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
1.Summary of Significant Accounting Policies
Contributions - Employee contributions are recorded when
payroll deductions are made for the IFG Stock Bonus Plan (the
Plan) participants. Employer contributions are accrued at the
time the employee contributions are recorded.
Investments - The investments in Inter-Regional Financial
Group, Inc. (IFG) common stock are carried at market value.
Market value is determined based on the closing price of the
common stock on the New York Stock Exchange. Purchases and
sales of securities and the related gain or loss, if any, are
recorded on a trade-date basis.
Reclassifications - Certain prior year amounts in the financial
statements have been reclassified to conform to the 1993
presentation.
2.Plan Description
The IFG Stock Bonus Plan is a defined contribution plan which
provides incentive to employees by giving them an opportunity
to increase their interest in IFG through ownership of its
common stock. Any employee of IFG or its participating
subsidiaries may become a participant in the Plan after
completing one year of service if they are at least 21 years of
age.
Employee contributions to the Plan are made on a pretax basis
and employees may authorize payroll deductions of up to five
percent, not to exceed the legal limit, of their recognized
compensation, as defined. The Company makes contributions to
the Plan equal to 50 percent of participants' contributions.
The Company also makes matching contributions to the Plan equal
to 25 percent of employee pretax contributions to the IFG
Profit Sharing Plan, of up to five percent of the participants'
recognized compensation (less any amount of participant
contributions to the IFG Stock Bonus Plan). Only aggregate
employee pretax contributions of up to five percent for both
the Plan and the IFG Profit Sharing Plan are eligible for
company matching contributions. All matching contributions are
applied to the participants' account under the IFG Stock Bonus
Plan. Recognized compensation is defined in the Plan and
generally consists of salary, commissions and other regular
compensation paid to a participant during the Plan year,
subject to certain aggregate limitations under federal
regulations.
Participants hired prior to April 1, 1988, vest in the matching
employer contributions over a five-year period in accordance
with the following percentages: 30 percent after one year of
service, 40 percent after two years, 50 percent after three
years, 60 percent after four years and 100 percent after five
years. Participants hired after March 31, 1988, vest in
matching employer contributions after they have attained five
years of service at which time they become 100 percent vested.
Employer contributions become fully vested if, while employed,
the participant dies, reaches age 55 or retires because of
total and permanent disability. Employer contributions will
also become fully vested if the Plan is terminated or if there
is a complete discontinuance of contributions to the Plan.
Under the loan provision of the Plan, participants may borrow
up to 50 percent, not to exceed $50,000, of certain account
balances for the payment of certain medical expenses,
educational expenses, financial hardship or home purchase or
improvement. Participants may elect a loan term of between one
year and four and one-half years for all loans other than home
purchase for which a 10 or 15-year term may be elected. All
loans are charged an interest rate equal to the prime rate plus
one percent on the first working day of the quarter in which
the loan was originated. All loans are repaid through monthly
payroll deductions.
Eligible participants may elect to diversify some of their
stock holdings out of the Plan and into the IFG Profit Sharing
Plan. A participant who reaches age 50 with 10 years of
service may elect to transfer 25 percent of his or her account
balance each year. Between ages 55 and 60, a participant may
transfer up to 50 percent each year and after age 60, up to 100
percent, subject to a $3,000 minimum. A participant with 15
years of service, regardless of age, may diversify up to 25
percent of his or her account balance each year.
<PAGE>
A participant may request an in-service distribution for the
payment of medical expenses, educational expenses, home
purchase or improvement, or financial hardship. Distributions
are limited to the vested balances of certain accounts within
the Plan. Additionally, any participant age 60 and over may
request a full or partial distribution from the Plan. All
distributions from the Plan are made in shares of IFG common
stock, including cash for any uninvested contributions and
fractional shares.
The Plan would be considered an employee stock ownership plan
if the Plan makes a leveraged acquisition of qualifying
employer securities as defined by the Plan.
There were 1,904 participants in the Plan at December 31, 1993.
3. Contributions
Amounts contributed by each employer and the employees of such
employers were as follows for the years ended December 31, 1993
and 1992, respectively (in thousands):
<TABLE>
<CAPTION>
1993 1992
Amount Contributed by Amount Contributed by
Employee Employer Employee Employer
--------------------------------------------
<S> <C> <C> <C> <C>
Inter-Regional
Financial Group, Inc. $39 $19 $45 $24
Insight Investment
Management, Inc. 33 17 26 13
Dain Bosworth
Incorporated 3347 1,699 2,833 1,484
Rauscher Pierce
Refsnes, Inc. 1,261 677 1,044 539
Dain Corporation 15 8 14 7
Regional Operations
Group, Inc. 145 75 77 37
------ ------ ------ ------
$4,840 $2,495 $4,039 $2,104
====== ====== ====== ======
</TABLE>
The 1993 and 1992 employer contributions include a match of
$272,000 and $247,000, respectively, on participant pretax
contributions to the IFG Profit Sharing Plan. Employer
matching contributions have been reduced by forfeitures of
$216,000 and $163,000 for the years ended December 31, 1993 and
1992, respectively.
Any forfeited benefits are utilized to reduce future employer
contributions unless the participant returns to employment
before a specified time as defined by the Plan.
4.Trustee and Administration of the Plan
First Bank National Association is the Trustee of the Plan.
The Plan is administered by IFG with the assistance of an
Administrative Committee. Administrative costs and expenses
are paid by IFG and its participating subsidiaries.
5.Federal Income Taxes
The Plan administrator received a favorable determination
letter dated October 11, 1989, from the United States Treasury
Department stating that the Plan constitutes a qualified plan
under Section 401(a) of the Internal Revenue Code (the Code)
and that the trust created under the Plan is therefore exempt
from federal income taxes under the provisions of Section
501(a).
The Plan administrator believes that the Plan and its related
trust continue to qualify under the provisions of Sections
401(a) and 501(a) of the Code and are exempt from federal
income taxes.
Participants are not taxed currently on their pretax
contributions, on the employers' contributions to the Plan, or
on income earned by the Plan. Distributions to participants
are generally subject to federal income tax at the time of
distribution; however, such distributions may be offset to the
extent of any after-tax contributions previously made by the
participant.
<PAGE>
6.Reconciliation to Form 5500
Net assets available for plan benefits in the accompanying
financial statements differ from Form 5500 as filed with the
Internal Revenue Service, as follows (in thousands):
<TABLE>
<CAPTION>
December 31,
1993 1992
---------------
<S> <C> <C>
Net assets available for plan benefits per
Form 5500 $86,212 $57,772
Adjustments for distributions and
diversifications payable 4,101 1,611
------- -------
Net assets available for plan benefits
per accompanying financial statements $90,313 $59,383
======= =======
</TABLE>
7.Party-in-Interest Transactions
First Bank National Association is a party-in-interest with
respect to the Plan. In the opinion of the Plan's trustee,
transactions between the Plan and the Trustee are exempt from
being considered as "prohibited transactions" under the ERISA
Section 408(b).
<PAGE>
Schedule 1
<TABLE>
IFG STOCK BONUS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
(Dollars in thousands)
<CAPTION>
Market
Party Involved Description Shares Cost Value
- - - - - -----------------------------------------------------------------
<S> <C> <C> <C> <C>
(1) Inter-Regional Inter-Regional 3,162,385 $37,309 $88,152
Financial Group, Financial Group,
Inc. Inc.
Common Stock
(1) First Bank First Short-Term 794 794
Minneapolis Investment Fund
(1) Plan Loans Receivable 1,330 1,330
Participants (Rate of interest ------- -------
ranges from 7% to 11%)
$39,433 $90,276
======= =======
(1) Known to be a party-in-interest.
<FN>
See independent auditors' report.
</TABLE>
<PAGE>
Schedule 2
<TABLE>
IFG STOCK BONUS PLAN
REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1993
(Dollars in thousands)
<CAPTION>
Fair Value
of Asset as
Description Number Purchase of Date Net
Party of of Price/ Selling of Gain/
Involved Transaction Transactions Cost Price Transaction (Loss)
- - - - - ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
(1) First Purchase of 63 $8,943 $8,943 --
Bank First Short-
Minneapolis Term Invest-
ment Fund
(1) First Sales of 111 $8,376 $8,376 --
Bank First Short-
Minneapolis Term Invest-
ment Fund
(1) Dain Purchase of 162 $8,970 $8,970 --
Bosworth IFG Common
Incorporated Stock
(1) Dain Sales of 16 $10,958 $10,958 --
Bosworth IFG Common
Incorporated Stock
(1) Known to be a party-in-interest.
<FN>
See independent auditors' report.
</TABLE>
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
Board of Directors
Inter-Regional Financial Group, Inc.:
We consent to the incorporation by reference in Registration
Statement No. 33-54223, Registration Statement No. 33-59426,
Registration Statement No. 33-39261, Registration Statement No.
33-39182, Registration Statement No. 33-25979, post-effective
amendment No. 1 to Registration Statement No. 33-13068, post-
effective amendment No. 2 to Registration Statement No. 33-10243,
post-effective amendment No. 2 to Registration Statement No. 33-
10242, post-effective amendment No. 4 to Registration Statement
No. 2-90634, post-effective amendment No. 8 to Registration
Statement No. 2-61514, post-effective amendment No. 11 to
Registration Statement No. 2-57759, post-effective amendment No.
15 to Registration Statement No. 2-53289 and post-effective
amendment No. 16 to Registration Statement No. 2-51150, on Form
S-8 of Inter-Regional Financial Group, Inc., and subsidiaries of
our report dated February 1, 1994, relating to the consolidated
balance sheets of Inter-Regional Financial Group, Inc. and
subsidiaries as of December 31, 1993 and 1992, and the
consolidated statements of operations, shareholders' equity and
cash flows and related financial statement schedules for each of
the years in the three-year period ended December 31, 1993, which
report appears in the December 31, 1993 Annual Report on Form 10-
K of Inter-Regional Financial Group, Inc.
KPMG Peat Marwick
Minneapolis, Minnesota
June 23, 1994
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Report to be signed on its behalf by the undersigned
thereunto duly authorized.
INTER-REGIONAL FINANCIAL GROUP, INC.
By Daniel J. Reuss
------------------------------
Daniel J. Reuss
Senior Vice President, Corporate
Controller and Treasurer
Dated: June 23, 1994
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant in the capacities and on the dates
indicated:
Signature Title
--------- -----
Irving Weiser President, Chief Executive Officer
- - - - - ---------------------------- (Principal Executive Officer
Irving Weiser and Director)
Daniel J. Reuss Senior Vice President, Controller
- - - - - ---------------------------- (Principal Financial and
Daniel J. Reuss Accounting Officer)
Susan S. Boren Director
- - - - - ----------------------------
Susan S. Boren
F. Gregory Fitz-Gerald Director
- - - - - ---------------------------- By Daniel J. Reuss
F. Gregory Fitz-Gerald ---------------
Daniel J. Reuss
Richard D. McFarland Chairman of Pro Se and as
- - - - - ---------------------------- the Board Attorney-in-Fact
Richard D. McFarland Dated: June 23, 1994
Lawrence Perlman Director
- - - - - ----------------------------
Lawrence Perlman
C.A. Rundell, Jr. Director
- - - - - ----------------------------
C.A. Rundell, Jr.
Robert L. Ryan Director
- - - - - ----------------------------
Robert L. Ryan
Arthur R. Schulze, Jr. Director
- - - - - ----------------------------
Arthur R. Schulze, Jr.
David A. Smith Executive Vice
- - - - - ----------------------------- President and
David A. Smith Director
