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, 1995
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 29, 1996, 12,093,319 shares of common stock were
outstanding, and the aggregate market value of the common shares
(based upon the closing price at February 29, 1996, on the New
York Stock Exchange) of Inter-Regional Financial Group, Inc.,
held by non-affiliates was approximately $150,185,044.
Documents Incorporated by Reference
Portions of the Proxy Statement of Registrant to be
filed within 120 days of December 31, 1995 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............................................... 38*
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... 38*
* Refers to page number in original Form 10-K filing for the year
ended December 31, 1995.
<PAGE>
3. Exhibits:
Item No. Item Method of Filing
- ---------------------------------------------------------------
3.1 Restated Certificate Incorporated by reference
of 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 29, 1995. to Exhibit 4.1 to the
Company's Quarterly Report
on Form 10-Q dated June
30, 1995.
4.2 First Amendment to Filed herewith. **
Credit Agreement dated
March 14, 1996.
4.3 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.
4.4 First Amendment to Incorporated by reference
Term Loan Agreement to Exhibit 4(g) to the
dated March 12, 1993. Company's Annual Report on
Form 10-K for the year
ended December 31, 1992.
4.5 Second Amendment to Incorporated by reference
Term Loan Agreement to Exhibit 4(b) to the
dated June 23, 1993. Company's Current Report
on Form 8-K dated July 15,
1993.
4.6 Third Amendment to Incorporated by reference
Term Loan Agreement to Exhibit 4(b) to the
dated November 30, Company's Current Report
1993. on Form 8-K dated February
11, 1994.
4.7 Fourth Amendment to Incorporated by reference
Term Loan Agreement to Exhibit 4 (b) to the
dated June 27, 1994. Company's Quarterly Report
on Form 10-Q dated June
30, 1994.
4.8 Fifth Amendment to Incorporated by reference
Term-Loan Agreement to Exhibit 4 (b) to the
dated September 30, Company's Current Report
1994. on Form 8-K dated
September 26, 1994.
4.9 Sixth Amendment to Incorporated by reference
Term-Loan Agreement to Exhibit 4 (b) to the
dated June 29, 1995. Company's Quarterly Report
on form 10-Q dated June
30, 1995.
4.10 Seventh Amendment to Filed herewith. **
Term-Loan Agreement
dated March 15, 1996.
10.1* 1986 Stock Option Incorporated by reference
Plan, as amended on to Exhibit 10(b) to the
April 24, 1987, May Company's Current Report
9, 1990, March 3, 1993 on Form 8-K dated July 15,
and April 27, 1993. 1993.
10.2 Form of Indemnity Incorporated by reference
Agreement with to Exhibit 10(c) to the
Directors and Officers Company's Annual Report on
of the Company. 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 Company's Annual Report on
Agreement. Form 10-K for the year
ended December 31, 1992.
10.4* IFG Executive Incorporated by reference
Deferred Compensation to Exhibit 10(a) to the
Plan dated March 31, Company's Current Report
* 1993. on Form 8-K dated July 15,
1993.
10.5 Trust Agreement for Incorporated by reference
IFG Executive Deferred to Exhibit 10.5 to the
Compensation Plan Company's Annual Report on
dated February 11, Form 10-K dated December
1994. 31, 1994.
10.6* Restricted Stock Incorporated by reference
Plan for Non-Employee to Exhibit 10.6 to the
Directors Company's Amendment to its
Annual Report on Form 10-
K/A-1 dated December 31,
1994.
10.7* Offer of Employment Filed herewith. **
and Restricted Stock
Agreements between the
Company and Louis C.
Fornetti dated July
14, 1995, and July 17,
1995, respectively.
10.8* Agreement between Incorporated by reference
the Company and David to Exhibit 10.1 to the
A. Smith dated Company's Quarterly Report
September 26, 1995. on Form 10-Q dated
September 30, 1995.
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, 1995.
(b) One report on Form 8-K was filed during the fourth quarter
of 1995.
Items Reported
Item 5 - Other events (Three-for-two stock split effected
in the form of a 50-percent stock dividend)
Item 7 - Financial Statement and Exhibits
Exhibit 99 - Press release regarding three-for-two stock
split effected in the form of a 50-percent stock dividend.
Date of earliest event reported - October 31, 1995.
Financial Statements Filed - None
REPORT FOR EMPLOYEE STOCK PURCHASE PLAN:
The financial statements required by Form 11-K is hereby
furnished as permitted by Rule 15d-21: by Rule 15d-21.
Schedules included:
Page
----
Independent auditors' report................................ 4
Statement of net assets available for plan
benefits as of December 31, 1995 and 1994.................. 5
Statement of changes in net assets available
for plan benefits for the years ended
December 31, 1995 and 1994................................. 6
Notes to financial statements............................... 7
Schedule 1 - Schedule of assets held for investment
purposes.................................................. 10
Schedule 2 - Reportable transaction for the year
ended December 31, 1995................................... 11
Exhibit 23 - Independent auditors' consent................. 13
<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 (the
Plan) as of December 31, 1995 and 1994 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, 1995 and 1994 and the changes in net assets
available for plan benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
accompanying supplemental schedules are presented for purposes of
complying with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 and are not a required part of the basic
financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in our audit of the
financial statements and, in our opinion, are fairly stated in
all material respects in relation to the financial statements
taken as a whole.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 14, 1996
<PAGE>
<TABLE>
IFG STOCK BONUS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
(In thousands, except number of shares)
<CAPTION>
December 31,
1995 1994
-----------------
<S> <C> <C>
Assets:
Temporary cash investments................ $780 $1,123
Contributions receivable:
Employee.................................. 45 63
Employer.................................. 302 6
-------- -------
Investment in Inter-Regional Financial
Group, Inc. common stock, at market
(4,397,539 shares and 4,714,155 shares;
cost $43,632 and $41,831, respectively).. 111,038 70,712
Participant loans receivable.............. 2,743 1,802
Interest receivable....................... 3 6
114,911 73,712
-------- -------
Liabilities:
Miscellaneous accounts payable............ 52 42
-------- -------
Net assets available for plan benefits
(includes $3,761 and $2,268, respectively,
of distributions due to plan participants
and $1,094 and $473 respectively, of
diversifications payable to IFG Profit
Sharing Plan)............................. $114,859 $73,670
======== =======
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
IFG STOCK BONUS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
(In thousands)
<CAPTION>
Year Ended December 31,
1995 1994
-----------------------
<S> <C> <C>
Investment income:
Dividends.............................. $1,945 $1,747
Interest............................... 237 146
Net realized and unrealized gain
(loss) on securities.................. 46,201 (16,797)
------- -------
48,383 (14,904)
Contributions:
Employee............................... 4,861 5,206
Employer............................... 2,644 2,780
Distributions:
To participants, at market............. (10,889) (7,133)
Diversification to IFG Profit
Sharing Plan.......................... (1,845) (2,592)
Dividends paid to participants......... (1,918) -
Expenses:
Fees................................... (47) -
------- -------
Increase (decrease) in net assets....... 41,189 (16,643)
Net assets available for plan benefits:
At beginning of year................... 73,670 90,313
------- ------
At end of year......................... $114,859 $73,670
======= ======
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
IFG STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
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 generally
accrued at the time the employee contributions are recorded.
Participants who reach the legal pretax limit during the year
may have a portion of their employer matching contributions
paid at year end.
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.
A three-for-two stock split effected in the form of a 50
percent stock dividend was paid on December 20, 1995 to
shareholders of record at the close of business on December 6,
1995.
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.
Reclassification - Certain prior year amounts have been
restated to conform to the 1995 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. Effective January 1, 1995, participants may make pretax
contributions to the Plan beginning the January 1 or July 1
following six months of service if they are at least 21 years
of age.
For the year ended December 31, 1994, employee contributions to
the Plan were made on a pretax basis and employees could
authorize payroll deductions of up to five percent, not to
exceed the legal limit, of their recognized compensation, as
defined. The Company made contributions to the Plan equal to
50 percent of participants' contributions. The Company also
made 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 were eligible for company matching
contributions. Effective January 1, 1995, participants may
contribute 1 to 12 percent of recognized compensation to either
the Plan or the IFG Profit Sharing Plan. However, total
participant pretax contributions to the Plan and the IFG Profit
Sharing Plan can not exceed 12 percent of recognized
compensation. The participant receives a 40 percent employer
match on pretax contributions up to 5 percent of pay. Matching
contributions are limited to $3,000 annually. All matching
contributions are paid 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.
Employee contributions are always fully vested. Participants
vest in matching employer contributions after they have
attained five years of service at which time they become 100
percent vested. Special rules apply for rehired employees.
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.
Participants are eligible to borrow up to 50 percent, not to
exceed $50,000, of certain account balances. For December 31,
1994, loans were available only for payment of certain medical
expenses, educational expenses, home purchase or improvement,
or financial hardship. Effective January 1, 1995, loans are
allowed for any reason. 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 direct the sale of their stock
holdings in the Plan (know as a diversification). Proceeds
from the sale of IFG common stock are transferred to the IFG
Profit Sharing Plan for investment as directed by the
participant. 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.
For the year ended December 31, 1994, a participant could
request an in-service distribution for the payment of medical
expenses, educational expenses, home purchase or improvement,
or financial hardship. Effective January 1, 1995, participants
may request in-service distributions for financial hardship
only. 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.
Effective January 1, 1995, the Plan became an Employee Stock
Ownership Plan and was amended to allow dividend pass-through
to participants. Dividends received by the Plan on IFG common
stock allocated to participant accounts are distributed from
the Plan to participants. Dividends received by the Plan on
shares not yet allocated to participant accounts are allocated
to participant accounts as earnings.
There were 2,550 participants in the Plan at December 31, 1995.
3. Contributions
Amounts contributed by each employer and the employees of such
employers were as follows for the years ended December 31, 1995
and 1994, respectively (in thousands):
<TABLE>
<CAPTION>
1995 1994
Amount Contributed by Amount Contributed by
Employee Employer Employee Employer
----------------------- -----------------------
<S> <C> <C> <C> <C>
Dain Bosworth
Incorporated........ $3,134 $1,741 $3,437 $1,795
Rauscher Pierce
Refsnes, Inc........ 1,387 748 1,461 823
Regional Operations
Group, Inc.......... 239 106 215 114
Inter-Regional
Financial Group,
Inc................. 70 27 45 23
IFG Asset Management
Services, Inc....... 31 22 37 20
Dain Corporation..... 0 0 11 5
------ ------ ------ ------
$4,861 $2,644 $5,206 $2,780
====== ====== ====== ======
</TABLE>
The 1995 and 1994 employer contributions include a match of
$940,000 and $270,000, respectively, on participant pretax
contributions to the IFG Profit Sharing Plan. Employer
matching contributions have been reduced by forfeitures of
$371,000 and $106,000 for the years ended December 31, 1995 and
1994, 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.
Effective June 30, 1994, Dain Corporation no longer had any
employees.
4. Trustee and Administration of the Plan
First Trust National Association is the Trustee of the Plan.
The Plan is administered by a three-member committee appointed
by IFG's Board of Directors, all of whom are employees of IFG
or its participating subsidiaries. Administrative costs and
expenses were paid by IFG or its participating subsidiaries;
however, effective January 1, 1995, trustee fees and fees
associated with the Plan's dividend pass-through administration
are paid from Plan assets.
5. Federal Income Taxes
The Plan administrator received a favorable determination
letter dated September 26, 1995, from the United States
Treasury Department stating that the Plan constitutes a
qualified plan under Sections 401(a) and 4975 (e)(7) 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), 4975(e)(7) 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 net earnings allocated to participant accounts. Dividends
paid to participants on IFG common stock allocated to their
accounts are subject to tax in the year received.
Distributions are generally subject to federal income tax at
the time of distribution if not rolled to an individual
retirement account or other qualified plan.
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,
1995 1994
------------------
<S> <C> <C>
Net assets available for Plan benefits
disclosed in Form 5500 $110,004 $70,929
Adjustments for distributions and
diversifications payable 4,855 2,741
-------- -------
Net assets available for Plan benefits
disclosed in accompanying financial
statements $114,859 $73,670
======== =======
</TABLE>
7. Party-in-Interest Transactions
First Trust 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 ERISA
Section 408(b).
<PAGE>
Schedule 1
<TABLE>
IFG STOCK BONUS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
(In thousands, except number of shares)
<CAPTION>
Identity of Issuer Market
or Borrower Description Shares Cost Value
- -------------------------------------------------------------------
<S> <S> <C> <C> <C>
Inter-Regional Inter-Regional
Financial Financial
Group, Inc. Group Inc.
Common Stock 4,397,539 $43,632 $111,038
First Trust First American
National Prime Obligations 780 780
Association
Plan Participants Loans Receivable
(Rate of interest
ranges from 7 to 11
percent) 2,743 2,743
------- --------
$47,155 $114,561
======= ========
</TABLE>
[FN]
See accompanying independent auditors' report.
<PAGE>
Schedule 2
<TABLE>
IFG STOCK BONUS PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(In thousands, except for transactions)
<CAPTION>
Fair
Value of
Asset
as of
Number Pur- Date
of chase of Net
Description Trans- Price/ Selling Trans- Gain/
Party Involved of Transaction actions Cost Price action (Loss)
- --------------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C> <C>
First Trust Purchases of First Short-
National Term Investment Fund 31 $5,843 $5,843 --
Association (1)
First Trust Sales of First Short-
National Term Investment Fund 111 $6,979 $6,979 --
Association (1)
First Trust Purchases of First
National American Prime
Association (1) Obligations 19 $2,463 $2,463 --
First Trust Sale of First American
National Prime Obligations 17 $1,682 $1,682 --
Association (1)
First Trust Purchases of IFG
National Common Stock (2) 148 $9,536 $9,536 --
Association (1)
First Trust Sales of IFG Common
National Stock (2) 16 $15,415 $15,415 $8,102
Association (1)
<FN>
(1) Known to be a party-in-interest.
(2) Purchases include both public market and intra-plan
purchases. Sales represent intra-plan sales only.
See accompanying 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 Louis C. Fornetti
---------------------------
Louis C. Fornetti
Executive Vice President
Chief Financial Officer and Treasurer
Dated: June 26, 1996
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 Chairman of the Board,
- -------------------------- President, Chief Executive
Irving Weiser Officer and Director
(Principal Executive Officer)
Louis C. Fornetti Executive Vice President,
- -------------------------- Chief Financial Officer and
Louis C. Fornetti Treasurer
(Principal Financial Officer)
Angela M. Chicoine Vice President and Controller
- -------------------------- (Principal Accounting Officer)
Angela M. Chicoine
Susan S. Boren Director
- --------------------------
Susan S. Boren
F. Gregory Fitz-Gerald Director By: Louis C. Fornetti
- -------------------------- -----------------
F. Gregory Fitz-Gerald Louis C. Fornetti
Pro Se and as
Attorney-in-Fact
Dated: June 26, 1996
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.
John C. Appel Executive Vice President
- -------------------------- and Director
John C. Appel
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Inter-Regional Financial Group, Inc.:
We consent to the incorporation by reference in Registration
Statement No. 333-03113, 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 7, 1996, relating to
the consolidated balance sheets of Inter-Regional Financial
Group, Inc. and subsidiaries as of December 31, 1995 and 1994,
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, 1995, which report appears in the December 31, 1995
Annual Report on Form 10-K of Inter-Regional Financial Group,
Inc.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 26, 1996
