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, 1994
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 of (IRS Employer
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 $.125 New York Stock
per share Exchange, Inc.
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 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]
As of February 28, 1995, 8,066,508 shares of common stock were
outstanding, and the aggregate market value of the common shares
(based upon the closing price at February 28, 1995, on the New
York Stock Exchange) of Inter-Regional Financial Group, Inc.,
held by non-affiliates was approximately $118,089,187.
Documents Incorporated by Reference
Portions of the Proxy Statement of Registrant to be
filed within 120 days of December 31, 1994 are
incorporated in Part III of this report.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON
FORM 8-K:
(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
schedule hereinafter contained
2. Financial statement schedules:
Reference is made to the table of contents to
financial statements and financial statement
schedule hereinafter contained for all other
financial statement schedules
<PAGE>
3. Exhibits:
Item No. Item Method of Filing
- ------- ---- ----------------
3.1 Restated Certificate of Incorporated by reference
Incorporation of the to Exhibit 4.1 to the
Company. Company's Registration
Statement on Form S-8
dated March 14, 1995, File
No. 33-58069.
3.2 Amended and Restated Incorporated by reference
Bylaws of the Company. to Exhibit 4.2 to the
Company's Registration
Statement on Form S-8
dated March 14, 1995, File
No. 33-58069.
4.1 Credit Agreement dated Incorporated by reference
June 23, 1993. to Exhibit 4(a) to the
Company's Current Report
on Form 8-K dated July 15,
1993.
4.2 First Amendment to Incorporated by reference
Credit Agreement dated to Exhibit 4(a) to the
November 30, 1993. Company's Current Report
on Form 8-K dated February
11, 1994.
4.3 Second Amendment to Incorporated by reference
Credit Agreement dated June to Exhibit 4(a) to the
27, 1994. Company's Current Report
on Form 10-Q dated June
30, 1994.
4.4 Third Amendment to Incorporated by reference
Credit Agreement dated to Exhibit 4(a) to the
September 30, 1994. Company's Current Report
on Form 8-K dated
September 26, 1994.
4.5 Term Loan Agreement Incorporated by reference
dated October 16, 1992. to Exhibit 4(e) to the
Company's Annual Report on
Form 10-K for the year
ended December 31, 1992.
4.6 First Amendment to Term Incorporated by reference
Loan Agreement dated March to Exhibit 4(g) to the
12, 1993. Company's Annual Report on
Form 10-K for the year
ended December 31, 1992.
4.7 Second Amendment to Incorporated by reference
Term Loan Agreement dated to Exhibit 4(b) to the
June 23, 1993. Company's Current Report
on Form 8-K dated July 15,
1993.
4.8 Third Amendment to Term Incorporated by reference
Loan Agreement dated to Exhibit 4(b) to the
November 30, 1993. Company's Current Report
on Form 8-K dated February
11, 1994.
4.9 Fourth Amendment to Incorporated by reference
Term Loan Agreement dated to Exhibit 4 (b) to the
June 27, 1994. Company's Current Report
on Form 10-Q dated June
30, 1994.
4.10 Fifth Amendment to Incorporated by reference
Term-Loan Agreement dated to Exhibit 4 (b) to the
September 30, 1994. Company's Current Report
on Form 8-K dated
September 26, 1994.
10.1* 1986 Stock Option Incorporated by reference
Plan, as amended on April to Exhibit 10(b) to the
24, 1987, May 9, 1990, Company's Current Report
March 3, 1993 and April 27, on Form 8-K dated July 15,
1993. 1993.
10.2 Form of Indemnity Incorporated by reference
Agreement with Directors and to Exhibit 10(c) to the
Officers of the Company. Company's Annual Report on
Form 10-K for the year
ended December 31, 1990.
10.3* Form of Non-Employee Incorporated by reference
Director Retirement to Exhibit 10(g) to the
Compensation Agreement. Company's Annual Report on
Form 10-K for the year
ended December 31, 1992.
10.4* IFG Executive Incorporated by reference
Deferred Compensation Plan to Exhibit 10(a) to the
dated March 31, 1993. Company's Current Report
on Form 8-K dated July 15,
1993.
10.5 Trust Agreement for Incorporated by reference to
IFG Executive Deferred Exhibit 10(f) to the
Compensation Plan dated Company's Annual Report on
February 11, 1994. Form 10-K for year ended
December 31, 1993.
10.6* Restricted Stock Plan for Filed herewith.
Non-Employee Directors.
11 Computation of net Filed herewith.**
earnings per share.
22 List of subsidiaries. Filed herewith.**
23 Independent Auditors' Filed herewith.**
consent.
24 Power of attorney. Filed herewith.
27 Financial Data Schedule 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, 1994.
<PAGE>
(b) One report on Form 8-K was filed during the fourth
quarter of 1994.
Items Reported
Item 5 - Other events (Dain Bosworth acquisition of Clayton
Brown Holding Company; tentative settlement of In Re Taxable
Municipal Bond Securities Litigation)
Item 7 - Financial Statement and Exhibits
Exhibit 4(a) Third Amendment to Credit Agreement dated
September 30, 1994
Exhibit 4(b) Fifth Amendment to Term-Loan Agreement dated
September 30, 1994.
Date of earliest event reported - September 26, 1994.
Financial Statements Filed - None
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
Statement of net assets available for plan benefits
as of December 31, 1994 and 1993
Statements of changes in net assets available
for plan benefits for the years ended
December 31, 1994 and 1993
Notes to financial statements
Schedule 1 - Schedule of assets held for
investment purposes
Schedule 2 - Reportable transaction for the year
ended December 31, 1994
Exhibit 23 - Independent auditors' consent
<PAGE>
INDEPENDENT AUDITORS' REPORT
IFG Stock Bonus Plan Administrative Committee
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, 1994 and 1993 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, 1994 and 1993 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 LLP
Minneapolis, Minnesota
June 16, 1995
<PAGE>
<TABLE>
IFG STOCK BONUS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
(Dollars in thousands)
<CAPTION>
December 31,
----------------
1994 1993
----------------
<S> <C> <C>
Assets:
Temporary cash investments $1,123 $794
Contributions receivable 76 65
Investment in Inter-Regional Financial
Group, Inc. common stock, at market
(3,142,770 shares and 3,162,385 shares;
cost $41,831 and $37,309, respectively) 70,712 88,152
Participant loans receivable 1,802 1,330
Interest receivable 6 2
------- -------
73,719 90,343
------- -------
Liabilities:
Miscellaneous accounts payable 49 30
Net assets available for plan benefits
(includes $2,268 and $3,244, respectively,
of distributions due to Plan participants
and $473 and$857 respectively, of
diversifications payable to IFG Profit
Sharing Plan) $73,670 $90,313
======= =======
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
IFG STOCK BONUS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
(In thousands)
Year Ended December 31,
-----------------------
1994 1993
-----------------------
<S> <C> <C>
Investment income:
Dividends $1,721 $886
Interest 172 119
Net realized and unrealized gain
(loss) on securities (16,797) 32,067
------- -------
(14,904) 33,072
Contributions:
Employee contributions 5,206 4,840
Employer contributions 2,780 2,495
Distributions:
Distributions to participants, at market (7,133) (7,515)
Diversification to IFG Profit Sharing
Plan (2,592) (1,962)
------- -------
Increase (decrease) in net assets (16,643) 30,930
------- -------
Net assets available for plan benefits:
At beginning of year 90,313 59,383
------- -------
At end of year $73,670 $90,313
======= =======
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
IFG STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
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.
Distributions - Consistent with generally accepted accounting
principles, amounts payable to participants who have elected to
withdraw from the Plan are not reflected as a liability on the
statement of net assets available for benefits. The amounts are
included in net assets and reported in a parenthetical notation
on the statement.
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' accounts 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.
Participants ages 55 to 59, may transfer up to 50 percent each
year and participants age 60 and older, 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.
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.
There were 2,168 participants in the Plan at December 31, 1994.
3. Contributions
Amounts contributed by each employer and the employees of such
employers were as follows for the years ended December 31, 1994
and 1993, respectively (in thousands):
<TABLE>
<CAPTION>
1994 1993
Amount Amount
Contributed by Contributed by
Employee Employer Employee Employer
------------------ ------------------
<S> <C> <C> <C> <C>
Inter-Regional Financial
Group, Inc. $45 $23 $39 $19
IFG Asset Management
Services, Inc. (formerly
Insight Investment
Management, Inc.) 37 20 33 17
Dain Bosworth
Incorporated 3,437 1,795 3,347 1,699
Rauscher Pierce
Refsnes, Inc. 1,461 823 1,261 677
Dain Corporation 11 5 15 8
Regional Operations
Group, Inc. 215 114 145 75
------ ------ ------ ------
$5,206 $2,780 $4,840 $2,495
====== ====== ====== ======
</TABLE>
The 1994 and 1993 employer contributions include a match of
$270,000 and $272,000, respectively, on participant pretax
contributions to the IFG Profit Sharing Plan. Employer matching
contributions have been reduced by forfeitures of $106,000 and
$216,000 for the years ended December 31, 1994 and 1993,
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 has filed for a new determination letter
and 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.
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,
------------------
1994 1993
------------------
<S> <C> <C>
Net assets available for plan benefits
per Form 5500 $70,929 $86,212
Adjustments for distributions and
diversifications payable 2,741 4,101
------- -------
Net assets available for plan benefits per
accompanying financial statements $73,670 $90,313
======= =======
</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).
8. Subsequent Events
Effective January 1, 1995, the following amendments were made to
the Plan:
Eligibility - Participants may make pretax contributions to the
plan the January 1 or July 1 following six months of service if
they are at least 21 years of age.
Contributions - Participants may contribute 1 to 12 percent of
eligible pay to either this Plan or the IFG Profit Sharing Plan.
However, total participant pretax contributions to this Plan and
the IFG Profit Sharing Plan cannot exceed 12 percent. The
participant will receive a 40 percent employer match on pretax
contributions up to 5 percent, not exceeding $3,000. All
matching contributions continue to be paid to the IFG Stock Bonus
Plan and invested in IFG common stock.
Loans - Participants may borrow up to 50 percent, not to exceed
$50,000, of certain account balances for any reason.
Dividend Pass-Through - Dividends earned on vested and nonvested
shares of IFG common stock are paid directly to participants.
Dividends paid to participants are subject to federal income tax
in the year received. This change was made in conjunction with
the Plan becoming an Employee Stock Ownership Plan.
In-Service Distributions - Participants may request in-service
distributions for financial hardship only.
<PAGE>
Schedule 1
<TABLE>
IFG STOCK BONUS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
(Dollars in thousands)
<CAPTION>
Market
Party Involved Description Shares Cost Value
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
(1) Inter-Regional Inter-Regional 3,142,770 $41,831 $70,712
Financial Group, Financial Group
Inc. Inc. Common
Stock
(1) First Bank First Short-Term 1,123 1,123
Minneapolis Investment Fund
(1) Plan Loans Receivable 1,802 1,802
Participants (Rate of interest ------- -------
ranges from 7 to
11 percent)
$44,756 $73,637
======= =======
<FN>
(1) Known to be a party-in-interest.
See independent auditors' report.
</TABLE>
<PAGE>
Schedule 2
<TABLE>
IFG STOCK BONUS PLAN
REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1994
(Dollars in thousands)
<CAPTION>
Fair
Value of
Asset
as of
Number Date
Description of Purchase of Net
Party of Trans- Price/ Selling Trans- Gain/
Involved Transaction actions Cost Price action (Loss)
- -----------------------------------------------------------------
<S> <S> <C> <C> <C> <C> <C>
(1) First Purchase of
Bank First Short-
Minne- Term Invest-
apolis ment Fund 55 $8,756 $8,756 --
(1) First Sales of First
Bank Short-Term
Minne- Investment
apolis Fund 143 $8,400 $8,400 --
(1) Dain Purchase of
Bosworth IFG Common
Incorp- Stock
orated 210 $9,456 $9,456 --
(1)Dain Sales of IFG
Bosworth Common Stock
Incorp-
orated 16 $10,122 $10,122 $5,171
<FN>
(1) Known to be a party-in-interest.
See independent auditors' report.
</TABLE>
<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
and Treasurer
Dated: June 27, 1995
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 Execitive Officer)
Irving Weiser and Director
Daniel J. Reuss Senior Vice President, and
- ------------------------- Treasurer (Principal Financial
Daniel J. Reuss and 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
Pro Se and as
Attorney-in-Fact
Richard D. McFarland Chairman of Dated: June 27, 1995
- ------------------------- the Board
Richard D. McFarland and Director
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 Director
David A. Smith
Exhibit 10.6
INTER-REGIONAL FINANCIAL GROUP, INC.
RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose of the Plan. The Purpose of the Inter-Regional
Financial Group, Inc. Restricted Stock Plan for Non-Employee
Directors (the "Plan") is to advance the interests of Inter-
Regional Financial Group, Inc. (the "Company") and its
stockholders by enabling the Company to attract and retain the
services of experienced and knowledgeable non-employee directors
and to offer the opportunity for non-employee directors to
increase their interest as stockholders of the Company, thereby
serving to align the interests of non-employee directors with
those of other stockholders in the long-term success of the
Company.
2. Eligibility. Only directors of the Company who are not
also officers or other employees of the Company or of one of its
subsidiaries ("Eligible Directors") are eligible to participate
in this Plan.
3. Shares Available for Issuance.
3.1 Maximum Number of Shares Available. Subject to
adjustment as provided in Section 3.2 of this Plan, the maximum
number of shares of Common Stock, par value $.125 per share, of
the Company (the "Common Stock") that will be available for
issuance under this Plan will be 100,000 shares. The shares of
Common Stock available for issuance under this Plan may, at the
election of the Committee, be either authorized but unissued
shares or shares purchased by the Company in the open market.
3.2 Adjustments to Shares. In the event of any
reorganization, merger, consolidation, recapitalization,
liquidation, reclassification, stock dividend, stock split,
combination of shares, rights offering, divestiture or
extraordinary dividend (including a spin-off or any other change
in the corporate structure or shares of the Company), the
Committee (as defined in Section 8 hereof) (or, if the Company is
not the surviving corporation in any such transaction, the board
of directors of the surviving corporation) will make appropriate
adjustment (which determination will be conclusive) as to the
number and kind of securities available for issuance under this
Plan.
4. Deferral Election and Restricted Stock Award.
4.1 Deferral of Regular Cash Compensation into
Restricted Stock. Each Eligible Director may irrevocably elect,
once per year, to reduce either 50% or 100% of the annual cash
retainer (the "Annual Retainer") otherwise payable for services
to be rendered by him or her as a director (excluding any
additional fees payable for attending any meetings of the Board
of Directors of the Company (the "Board") or a Committee of the
Board, or for serving on a committee of the Board) for the
twelve-month period covered by such Annual Retainer (a "Director
Year") and to receive in lieu thereof shares of restricted Common
Stock ("Restricted Shares"). Any such election (a "Deferral
Election") shall be in writing and must be made at least six
months before the services are rendered giving rise to such
compensation. In consideration for foregoing the Annual
Retainer, the amount so deferred by an Eligible Director who
elects to participate in this Plan (a "Participating Director")
shall be increased by 10% for purposes of determining the number
of Restricted Shares to be awarded to such Participating Director
under this Plan.
If any Eligible Director makes a Deferral Election for
any Director Year, there shall be awarded to such Participating
Director a number of Restricted Shares equal to the Annual
Retainer payable for such Director Year (increased by 10% as
described in the preceding sentence) divided by the closing price
per share of the Common Stock on the New York Stock Exchange as
reported for the date of the annual meeting of stockholders of
the Company for such Director Year at which such Participating
Director is elected by the stockholders, which resulting number
shall be rounded up to the nearest whole number of shares.
The first Deferral Election to be made under this Plan
shall be made at least six months in advance of the date of the
1995 Annual Meeting of Stockholders of the Company with respect
to the Annual Retainer payable in connection with the 1995-1996
Director Year.
4.2 Vesting Schedule. Restricted Shares issued under
this Plan to any Participating Director for any given Deferral
Election shall be subject to forfeiture until vested, and shall
vest according to the following schedule: 20% on the third
anniversary of the date of the annual meeting of the Company's
stockholders in advance of which a Participating Director has
made a Deferral Election of his or her Annual Retainer pursuant
to Section 4.1 hereof (the "Award Date"); 50%, in the aggregate,
on the fourth anniversary of the Award Date; and 100%, in the
aggregate, on the fifth anniversary of the Award Date.
4.3 Transfer Restrictions and Forfeiture. Except as
otherwise set forth in Section 4.4 hereof, the holder of a
Restricted Share may not sell, transfer, pledge, subject to lien,
assign or otherwise hypothecate such Restricted Share until the
vesting period with respect to such Restricted Share has lapsed
in accordance with the terms of Section 4.4 hereof. Restricted
Shares granted hereunder shall be entirely forfeited (but any
cash dividends previously paid with respect thereto shall be
retained by the Participating Director) in the event that, during
a vesting period, the Participating Director ceases to be a
director for any reason other than as set forth in Section 4.4
hereof. A breach by a Participating Director of the terms and
conditions of this Plan during the vesting period shall cause a
forfeiture of all Restricted Shares which have not vested as of
the date of such breach.
4.4 Lapse of Restrictions. All restrictions on
Restricted Shares issued to a Participating Director shall lapse
upon the earliest to occur of the following:
(a) The fifth anniversary of the Award Date with
respect to such Restricted Shares;
(b) The date of the holder's death or
"disability" (as defined below);
(c) The date on which the holder retires from the
Board in accordance with the Company's Board retirement
policy then in effect; or
(d) The tenth day following the date on which a
"Change of Control" (as defined below) has occurred.
For purposes of this Plan, "disability" shall mean
long-term disability as defined in the Company's Profit Sharing
Plan, or any other plan of the Company then in effect which
generally defines "disability" for its participants.
For purposes of this Plan, "Change of Control" with
respect to the Company shall mean:
(i) The public announcement (which, for
purposes of this definition), shall include,
without limitation, a report filed pursuant to
Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") that any
person, entity or "group," within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act,
other than the Company or any of its subsidiaries,
or the IFG Stock Bonus Plan or any other employee
benefit plan of the Company or any of its
subsidiaries, or any entity holding shares of
Common Stock organized, appointed or established
for, or pursuant to the terms of, any such plan,
has become the beneficial owner (within the
meaning of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of 35% or more of the combined
voting power of the Company's then outstanding
voting securities in a transaction or series of
transactions;
(ii) The continuing Directors cease to
constitute a majority of the Board;
(iii) The stockholders of the
Company approve (1) any consolidation or merger of
the Company in which the Company is not the
continuing or surviving corporation or pursuant to
which shares of the Company's stock would be
converted into cash, securities or other property,
other than a merger of the Company in which
stockholders immediately prior to the merger have
the same proportionate ownership of stock of the
surviving corporation immediately after the
merger; (2) any sale, lease, exchange or other
transfer (in one transaction or a series of
related transactions) of all or substantially all
of the assets of the company; or (3) any plan of
liquidation or dissolution of the company; or
(iv) The majority of the Continuing Directors
determine, in their sole and absolute discretion,
that there has been a change in control of the
Company.
For purposes of this Plan, "Continuing Director" shall
mean any person who is a member of the Board, while such a person
is a member of the Board, who is not an Acquiring Person (as
hereinafter defined) or an Affiliate or Associate (as hereinafter
defined) of an Acquiring Person, or a representative of an
Acquiring Person or of any such Affiliate or Associate, and who
(A) was a member of the Board on April 27, 1994, or (B)
subsequently becomes a member of the Board, if such person's
initial nomination for election or initial election to the Board
is recommended or approved by a majority of the Continuing
Directors.
For purposes of this Plan, "Acquired Person" shall mean
any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act) who or which, together with all Affiliates and
Associates of such person, is the "beneficial owner" (as defined
in Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of the Company representing 35% or more
of the combined voting power of the Company's then outstanding
securities, but shall not include the Company, any subsidiary of
the Company or any employee benefit plan of the Company or of any
subsidiary of the Company or any entity holding shares of Common
Stock organized, appointed or established for, or pursuant to the
terms of, any such plan; and "Affiliate" and "Associate" shall
have the respective meanings ascribed to such terms in Rule 12b-2
promulgated under the Exchange Act.
4.5 Rights as a Stockholder. Restricted Shares shall
be represented by a stock certificate registered in the name of
the holder. Except as otherwise provided in this Plan, a
Participating Director will have all voting, dividend,
liquidation and other rights with respect to Restricted Shares
issued to the Participating Director under this Plan as if such
Participating Director were a holder of record of shares of
unrestricted Common Stock; provided that, if any dividend is
declared and paid by the Company in any form other than cash,
such noncash dividend shall be subject to the same vesting
schedule, forfeiture terms and transferability restrictions as
are applicable to the Restricted Shares on which such dividends
were paid.
4.6 Enforcement of Restrictions. To enforce the
restrictions referred to in this Section 4, the Committee will
place a legend on the stock certificates referring to such
restrictions and will require Participating Directors, until the
forfeiture restrictions have lapsed, to keep the stock
certificates, together with duly endorsed stock powers, in the
custody of the Company or its transfer agent or to maintain
evidence of stock ownership, together with duly endorsed stock
powers, in a certificateless book-entry stock account with the
Company's transfer agent for its Common Stock.
5. Distributions. Upon the lapsing of the restrictions on
any Restricted Shares, such shares shall become shares of
unrestricted Common Stock vested in the Participating Director
and any legends regarding the Section 4 (but not the Section 9)
restrictions affixed to the certificates representing such shares
shall be removed. A Participating Director shall be entitled to
request delivery of the certificate or certificates representing
such unrestricted shares at any time after such vesting has
occurred. The Company shall cause delivery of such certificate
or certificates to be made as soon as practicable after the
lapsing (in accordance with Section 4.4 hereof) of all
restrictions imposed by this Plan for all Restricted Shares
issued with respect to a given Deferral Election. An Eligible
Director will be entitled to designate a beneficiary to receive
the Restricted Shares that have vested upon such Eligible
Director's death (assuming such director is a Participating
Director at his or her death), and in the event of a
Participating Director's death, payment of any amounts due under
this Plan will be made to such Participating Director's legal
representatives, heirs and legatees.
6. Date of Termination of Service as a Director. An
Eligible Director's service as a director of the Company will,
for purposes of this Plan, be deemed to have terminated on the
date recorded on the personnel or other records of the Company,
as determined by the Committee based upon such records.
7. Rights of Eligible Directors.
7.1 Service as a Director. Nothing in this Plan will
interfere with or limit in any way the right of the Board or the
stockholders of this Company to remove from the Board an Eligible
Director, and neither this Plan, nor any action taken pursuant to
this Plan, will constitute or be evidence of any agreement or
understanding, express or implied, that the Board or the
stockholders of the Company will retain an Eligible Director for
any period of time or at any particular rate of compensation.
7.2 Nonexclusivity of the Plan. Nothing contained in
this Plan is intended to modify or rescind any previously
approved compensation plans or programs of the Company or create
any limitations on the power or authority of the Board to adopt
such additional or other compensation arrangements as the Board
may deem necessary or desirable.
8. Administration. This Plan will be administered by a
committee (the "Committee") consisting solely of three or more
members of the Board of Directors of the Company, which Committee
shall be the Compensation and Organization Committee of the Board
(or its successor committee) until otherwise determined by the
Board. All questions of interpretation of this Plan will be
determined by the Committee, each determination, interpretation
or other action made or taken by the Committee pursuant to the
provisions of this Plan will be conclusive and binding for all
purposes and on all persons, and no member of the Committee will
be liable for any action or determination made in good faith with
respect to this Plan or any grant of Restricted Shares made under
this Plan.
9. Securities Law and Other Restrictions. Notwithstanding
any other provision of this Plan or any agreements entered into
pursuant to this Plan, the Company will not be required to issue
any shares of Common Stock under this Plan, and an Eligible
Director may not sell, assign, transfer or otherwise dispose of
shares of Common Stock issued pursuant to awards granted under
this Plan, unless (a) there is in effect with respect to such
shares a registration statement under the Securities Act and any
applicable state securities laws or an exemption from such
registration under the Securities Act and applicable state
securities laws, and (b) there has been obtained any other
consent, approval or permit from any other regulatory body which
the Committee, in its sole discretion, deems necessary or
advisable. The Company may condition such issuance, sale or
transfer upon the receipt of any representations or agreements
from the parties involved, and the placement of any legends on
certificates representing shares of Common Stock, as may be
deemed necessary or advisable by the Company in order to comply
with such securities law or other restrictions.
10. Plan Amendment, Modification and Termination. The
Board may suspend or terminate this Plan or any portion thereof
at any time, and may amend this Plan from time to time in such
respects as the Board may deem advisable in order that awards
under this Plan will conform to any change in applicable laws or
regulations or in any other respect the Board may deem to be in
the best interests of the Company; provided, however, that (a) no
amendments to this Plan will be effective without approval of the
stockholders of the Company if stockholder approval of the
amendment is then required pursuant to Rule 16b-3 under the
Exchange Act or the rules of the New York Stock Exchange,
including, without limitation, any amendment to (i) increase
above 110% the percentage of Annual Retainer to be applied to the
grant of Restricted Shares under Section 4.1 hereof, or (ii)
modify materially the vesting requirements for Restricted Shares
under Section 4.2 hereof, and (b) to the extent prohibited by
Rule 16b-3 of the Exchange Act, this Plan may not be amended more
than once every six months. No termination, suspension or
amendment of this Plan may adversely affect any outstanding award
without the consent of the affected Participating Director;
provided, however, that this sentence will not impair the right
of the Committee to take whatever action it deems appropriate
under Section 8 of this Plan.
11. Effective Date and Duration of the Plan. This Plan
shall be effective as of the date of its approval by the
stockholders of the Company. If this Plan is not approved by the
Company's stockholders at its 1994 Annual Meeting of
Stockholders, to be held April 27, 1994, or any adjournment
thereof, this Plan shall be void and of no effect. Assuming such
stockholder approval is obtained, and unless earlier terminated
by the Board, this Plan will terminate on April 27, 2004. No
Deferral Election may be made after the termination of this Plan,
but such termination shall not affect the terms and conditions of
any awards of Restricted Stock made with respect to Deferral
Elections made prior to such termination.
12. Miscellaneous.
12.1 Governing Law. The validity, construction,
interpretation, administration and effect of this Plan and any
rules, regulations and actions relating to this Plan will be
governed by and construed exclusively in accordance with the laws
of the State of Delaware.
12.2 Successors and Assigns. This Plan will be binding
upon and inure to the benefit of the successors and permitted
assigns of the Company and the Eligible Directors.
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
Board of Directors
Inter-Regional Financial Group, Inc.:
We consent to the incorporation by reference in Registration
Statement No. 33-58069, Registration Statement No. 33-54223,
Registration Statement No. 33-54907, Registration Statement No.
33-59426, 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, 1995, except as to Note I which is as of March 7,
1995, relating to the consolidated balance sheets of Inter-
Regional Financial Group, Inc. and subsidiaries as of December
31, 1994 and 1993, and the consolidated statements of operations,
shareholders' equity and cash flows and the related financial
statement schedule for each of the years in the three-year period
ended December 31, 1994, which report appears in the December 31,
1994 Annual Report on Form 10-K of Inter-Regional Financial
Group, Inc.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 27, 1995
EXHIBIT 24
POWER OF ATTORNEY
The undersigned hereby constitute and appoint IRVING WEISER
and DANIEL J. REUSS and each of them his true and lawful
attorneys-in-fact and agents, with full powers of substitution
and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign the Annual Report on Form 10-K of
Inter-Regional Financial Group, Inc. for the fiscal year ending
December 31, 1994 and all amendments to such Annual Report on
Form 10-K, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and
perform to all intents and purposes as he might or could do in
person, hereby ratifying all that said attorneys-in-fact and
agents, each acting alone, or his substitutes, may lawfully do or
cause to be done by virtue thereof.
Signature Title Date
- --------- ----- ----
Susan S. Boren Director February 20, 1995
- -----------------------------
Susan S. Boren
F. Gregory Fitz-Gerald Director February 1, 1995
- -----------------------------
F. Gregory Fitz-Gerald
Richard D. McFarland Chairman and February 1, 1995
- ----------------------------- Director
Richard D. McFarland
Lawrence Perlman Director February 20, 1995
- -----------------------------
Lawrence Perlman
C.A. Rundell, Jr. Director February 1, 1995
- -----------------------------
C.A. Rundell, Jr.
Robert L. Ryan Director February 1, 1995
- -----------------------------
Robert L. Ryan
Arthur R. Schulze, Jr. Director February 1, 1995
- -----------------------------
Arthur R. Schulze, Jr.
David A. Smith Director February 1, 1995
- -----------------------------
David A. Smith
Irving Weiser President, February 1, 1995
- ----------------------------- Chief Executive
Irving Weiser Officer and
Director
Daniel J. Reuss Senior Vice February 1, 1995
- ----------------------------- President,
Daniel J. Reuss Treasurer and acting
Chief Financial Officer
(Principal Financial and
Accounting Officer)
