As filed with the Securities and Exchange Commission
on May 2, 1996
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INTER-REGIONAL FINANCIAL GROUP
(Exact name of registrant as specified in its charter)
Delaware 41-1228350
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402-4422
(Address of Principal Executive Offices) (Zip Code)
IFG 1996 STOCK INCENTIVE PLAN
Copy to:
Carla J. Smith, Esq.
Senior Vice President,
General Counsel and Secretary
Inter-Regional Financial Group, Inc.
Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402-4422
(Name and address of agent for service)
(612) 371-7858
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed Amount
maximum maximum of
Title of offering aggregate registr
securities to Amount to be price per offering -ation
be registered registered share(1) price (1) fee
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.125 par value) 3,000,000 $21.625 $64,875,000 $22,370
</TABLE>
(1) Estimated solely for the purpose of calculating the
registration fee, pursuant to Rule 457(c), based upon the average
of the high and low prices of the Common Stock as reported on the
Consolidated Transaction Reporting System of the New York Stock
Exchange on April 29, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed by
Inter-Regional Financial Group, Inc. (the "Company") with the
Securities and Exchange Commission, are incorporated by reference
in this Registration Statement, as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the
year ended December 31, 1995.
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since December 31, 1995.
(c) The description of the Company's Common Stock
contained in any Registration Statement filed under the
Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All other reports and any definitive proxy or
information statements subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
to the filling of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the
respective dates of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law, as
amended, provides that, under certain circumstances, a
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he
or she is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity
in another corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Article SEVENTH of the Company's Certification of
Incorporation, as amended, provides, in effect, that persons
serving as officers and directors of a corporation at the request
of the Company shall be entitled to be indemnified by the Company
to the extent permitted by Section 145 of the Delaware General
Corporation Law, as amended.
The Company has purchased directors' and officers'
liability insurance, including a Company reimbursement policy.
Subject to the policy conditions, the insurance provides coverage
for amounts payable by the Company to its directors and officers
pursuant to the Company's charter documents. In addition, the
Company has entered into indemnification agreements with its
directors and executive officers contractually obligating the
Company to, among other things, maintain the same level of such
insurance coverage as was being provided at the time of execution
of such agreements.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number Description
- ------ -----------
4.1 Restated Certificate of Incorporation of the Company
dated May 2, 1996, and amended by Amendment dated May 2, 1996,
and filed herewith.
4.2 Amended and Restated Bylaws of the Company, as amended
through May 2, 1996, and filed herewith.
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Dorsey & Whitney LLP
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney.
Item 9. Undertakings
A. Post-Effective Amendments
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that subparagraphs (i) and (ii) above
will not apply if the information required to be included in
a post-effective amendment by those subparagraphs is contained
in periodic reports filed by the Company pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. Subsequent Documents Incorporated by Reference
The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Claims for Indemnification
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Minneapolis, State of Minnesota, on May 2, 1996.
INTER-REGIONAL FINANCIAL GROUP
Louis C. Fornetti
- -----------------------
Louis C. Fornetti
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated:
Name Title Date
- ---- ----- ----
* Chairman of the Board, May 1, 1996
- ---------------------- President, Chief Executive
Irving Weiser Officer and Director
(principal executive
officer)
Louis C. Fornetti Executive Vice President & May 1, 1996
- ---------------------- Chief Financial Officer
Louis C. Fornetti (principal financial
officer)
* Senior Vice President, May 1, 1996
- ---------------------- Controller and Treasurer
Daniel J. Reuss (principal accounting
officer)
* Executive Vice President May 1, 1996
- ---------------------- & Director
John C. Appel
* Director May 1, 1996
- ---------------------
J. Evans Attwell
* Director May 1, 1996
- ---------------------
Susan S. Boren
* Director May 1, 1996
- ---------------------
F. Gregory Fitz-Gerald
* Director May 1, 1996
- ---------------------
C.A. Rundell, Jr.
* Director May 1, 1996
- ---------------------
Robert L. Ryan
* Director May 1, 1996
- ---------------------
Arthur R. Schulze, Jr.
Louis C. Fornetti
- ---------------------
Louis C. Fornetti
*Attorney-in-fact
EXHIBIT INDEX
Exhibit
Number Description Page
- ------ ----------- ----
4.1 Restated Certificate of Incorporation of the Company
dated May 2,1996, and by amendment dated May 2, 1996,
and filed herewith.
4.2 Amended and Restated Bylaws of the Company, as amended
through May 2, 1996, and filed herewith.
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Dorsey & Whitney LLP
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney
RESTATED CERTIFICATE OF INCORPORATION
OF
INTER-REGIONAL FINANCIAL GROUP, INC.
FIRST: The name of this Corporation is Inter-Regional
Financial Group, Inc.
SECOND: The registered office of the Corporation in the
State of Delaware is to be located at The Corporation Trust
Center, 1209 Orange Street, Wilmington, Delaware 19801. The
name of the registered agent at such address is The
Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any
part of the world in any capacity in any lawful act or
activity for which corporations may be organized under the
General Corporation Law of Delaware, and the Corporation
shall be authorized to exercise and enjoy all powers, rights
and privileges which corporations organized under the
General Corporation Law of Delaware may have under the laws
of the State of Delaware as in force from time to time,
including without limitation all powers, rights and
privileges necessary or convenient to carry out all those
acts and activities in which it may lawfully engage.
FOURTH: Section 1. Shares, Classes and Series
Authorized. The total number of shares of stock which this
Corporation is authorized to issue is 22,501,940 shares, of
which 20,000,000 shares of the par value of $.125 per share
are designated Common Stock, and 2,000,000 shares of the par
value of $1.00 per share are designated $1 Par Value
Preferred Stock, 1,940 shares of the par value of $100 per
share are designated 7% Convertible Preferred Stock and
500,000 shares of the par value of $16.00 per share are
designated as $16 Par Value Preferred Stock. The $1 Par
Value Preferred Stock, the 7% Convertible Preferred Stock
and the $16 Par Value Preferred Stock are herein
collectively referred to as the "Preferred Stock".
The Preferred Stock is hereby authorized to be issued from
time to time in one or more series, the shares of each
series to have such voting powers, full or limited, or no
voting power, and such designations, preferences and
relative, participating, optional or other special rights
and qualifications, limitations or restrictions thereof and
may be convertible into, or exchangeable for, at the option
of either the holder or the Corporation or upon the
happening of a specified event, shares of any other class or
classes or any other series of the same or any other class
or classes of capital stock of the Corporation at such price
or prices or at such rate or rates of exchange and with such
adjustments as shall be stated and expressed in the
Certificate of Incorporation or any amendment thereto or in
the resolution or resolutions adopted by the Board of
Directors providing for the issue thereof.
Section 2. Description of Capital Stock. The following
is a description of each of the classes of capital stock
which the Corporation has authority to issue with the
designations, preferences, voting powers and participating,
optional or other special rights and the qualifications,
limitations or restrictions thereof:
PREFERRED STOCK
A. Rights and Restrictions of Preferred Stock.
Authority is hereby expressly vested in the Board of
Directors of the Corporation, subject to the provisions
of this Article FOURTH and to the limitations
prescribed by law, to authorize the issue from time to
time of one or more series of Preferred Stock and with
respect to each such series to fix by resolution or
resolutions adopted by the affirmative vote of a
majority of the whole Board of Directors providing for
the issue of such series the voting powers, full or
limited, if any, of the shares of such series and the
designations, preferences and relative, participating,
optional or other special rights and qualifications,
limitations or restrictions thereof. The authority of
the Board of Directors with respect to each series
shall include, but not be limited to:
(1) The designation of such series.
(2) The dividend rate of such series, the
conditions and dates upon which such dividends
shall be payable, the relation which such
dividends shall bear to the dividends payable on
any other class or classes or series of the
Corporation's capital stock, and whether such
dividends shall be cumulative or non-cumulative.
(3) Whether the shares of such series shall be
subject to redemption by the Corporation or the
holder or both or upon the happening of a
specified event, and, if made subject to any such
redemption, the times or events, prices and other
terms and conditions of such redemption.
(4) The terms and amount of any sinking fund
provided for the purchase or redemption of the
shares of such series.
(5) Whether or not the shares of such series
shall be convertible into, or exchangeable for, at
the option of either the holder or the Corporation
or upon the happening of a specified event, shares
of any other class or classes or of any other
series of the same or any other class or classes
of the Corporation's capital stock, and, if
provision be made for conversion or exchange, the
times or events, prices, rates, adjustments, and
other terms and conditions of such conversions or
exchanges.
(6) The restrictions, if any, on the issue or
reissue of any additional Preferred Stock.
(7) The rights of the holders of the shares of
such series upon the voluntary or involuntary
liquidation, dissolution or winding up of the
Corporation.
(8) The provisions as to voting, optional
and/or other special rights and preferences, if
any.
7% CONVERTIBLE PREFERRED STOCK
B. Dividends. The holders of 7% Convertible Preferred
Stock shall be entitled to receive, when and as
declared by the Board of Directors, out of any funds
legally available for such purpose, cash dividends at
the rate of $7.00 per annum per share, payable semi-
annually on the first day of June and December of each
year. Such dividends shall be cumulative on the 7%
Convertible Preferred Stock from the date of original
issue and shall be cumulative whether or not earned.
In no event shall any dividend (other than dividends
payable in Common Stock of the Corporation) be paid or
declared nor shall any distribution be made on the
Common Stock nor shall any Common Stock be purchased,
redeemed or otherwise acquired by the Corporation for
value nor shall any monies be paid to or set aside or
made available for a purchase fund or sinking fund for
the purchase or redemption of any Common Stock unless
all dividends on the 7% Convertible Preferred Stock for
all past semi-annual dividend periods and for the then
current semi-annual dividend period shall have been
paid or declared and a sum sufficient for the payment
thereof set apart for payment.
C. Dissolution, Liquidation and Winding Up. In the
event of any dissolution, liquidation or winding up of
the affairs of the Corporation, whether voluntary or
involuntary, the holders of 7% Convertible Preferred
Stock shall be entitled to receive in cash out of the
assets of the Corporation an amount equal to $100 per
share, together with an amount equal to dividends
accumulated and unpaid thereon to the date of
distribution before any payment shall be made or any
assets distributed to the holders of Common Stock as a
distribution of assets on such liquidation, dissolution
or winding up. If the assets available are not
sufficient to pay in full the amounts so payable to the
holders of all 7% Convertible Preferred Stock, the
holders of 7% Convertible Preferred Stock shall share
ratably in any distribution of assets in proportion to
the full amounts to which they would otherwise be
entitled. The consolidation or merger of the
Corporation into or with any other corporation or
corporations pursuant to the statutes of the State of
Delaware shall not be deemed liquidation, dissolution
or winding up of the Corporation with the meaning of
any of the provisions of this section.
D. Voting Rights. The holders of 7% Convertible
Preferred Stock shall be entitled to one vote per
share.
E. Redemption. From and after June 30, 1977, the 7%
Convertible Preferred Stock may be redeemed as a whole
at any time or in part from time to time at the option
of the Corporation by resolution of the Board of
Directors at the redemption price of $100 per share
together with an amount equal to accrued and unpaid
dividends thereon to the redemption date. If less than
all of the outstanding shares of 7% Convertible
Preferred Stock are to be redeemed pursuant to this
paragraph, the shares to be redeemed shall be
determined either by lot or pro rata in such manner as
the Board of Directors may prescribe.
If at any time (whether before or after June 30, 1977)
a holder of 7% Convertible Preferred Stock shall not be
approved by the New York Stock Exchange, Inc. (the
"NYSE") or by the Board of Governors of the NYSE, and
such approval shall be required, the Corporation may
redeem all, but not less than all, of the shares of 7%
Convertible Preferred Stock held by such holder at the
redemption price of $100 per share together with an
amount equal to accrued and unpaid dividends thereon to
the redemption date.
Notice of every redemption of 7% Convertible Preferred
Stock shall be mailed, addressed to the holders of
record of the shares to be redeemed at their respective
addresses as they appear on the stock books of the
Corporation, not less than one month and not more than
three months prior to the date fixed for redemption.
Notice of such redemption shall simultaneously be given
to the NYSE.
If notice of redemption shall have been duly given as
aforesaid, and if, on or before the redemption date
specified in the notice, all funds necessary for the
redemption shall have been deposited in trust with a
bank or trust company in good standing and doing
business at any place within the United States of
America, having capital, surplus and undivided profits
aggregating at least $1,000,000, and designated in the
notice of redemption, for the pro rata benefit of the
holders of the shares so called for redemption, so as
to be and continue to be available therefor, then from
and after the date of such deposit, notwithstanding
that any certificate for 7% Convertible Preferred Stock
so called for redemption shall not have been
surrendered for cancellation, the shares represented
thereby shall no longer be deemed outstanding, the
dividends thereon shall cease to accumulate from and
after the date fixed for redemption, and all rights
with respect to the 7% Convertible Preferred Stock so
called for redemption shall forthwith on the date of
such deposit cease and terminate, except only the right
of the holders thereof to receive the redemption price
of shares so redeemed, including accrued dividends to
the redemption date, but without interest, and, in the
case of such deposit, any conversion rights not
theretofore expired shall cease and terminate. Any
funds deposited by the Corporation pursuant to this
paragraph and unclaimed at the end of six years after
the date fixed for redemption shall be repaid to the
Corporation upon its request expressed in a resolution
of its Board of Directors, after which repayment, the
holders of the shares so called for redemption shall
look only to the Corporation for the payment thereof.
F. Conversion Rights. The 7% Convertible Preferred
Stock shall be convertible into Common Stock at the
option of the holder thereof at any time after June 30,
1977 as hereinafter in this Section F provided. Each
share of 7% Convertible Preferred Stock shall be
convertible into the number of whole shares of Common
Stock obtained by dividing the sum of $100 by the
market value of the Common Stock of the Corporation as
hereinafter defined. Upon conversion no payment or
adjustment on account of dividends accrued for the then
current semi-annual dividend period on 7% Convertible
Preferred Stock surrendered for conversion shall be
made, but the Corporation shall make a cash payment
equal to all dividends accrued but unpaid for all past
dividend periods.
The market value of the Common Stock of the
Corporation shall be determined as follows, whichever
is applicable: (a) If the Common Stock of the
Corporation shall be listed upon a stock exchange
registered under the Securities Exchange Act of 1934,
the market value shall equal the average of the closing
price on that exchange for the ten business days
preceding the date on which the notice of election to
convert is given; (b) If the Common Stock of the
Corporation is not listed on such an exchange but is
traded in the over-the-counter market, the market value
shall be the average of the high closing bid quotation
on the ten business days preceding the date on which
notice of election to convert is given, as reported by
the National Quotations Bureau, Incorporated or by any
other source agreeable to the Corporation and the
holder of the 7% Convertible Preferred Stock to be
converted; (c) If the Common Stock of the Corporation
is not listed on such an exchange or traded in the
over-the-counter market, the market value shall be the
book value of the Common Stock of the Corporation
determined as of the last day of the month preceding
the month in which the notice of election to convert
shall be given.
Any holder of 7% Convertible Preferred Stock desiring
to convert the same into Common Stock shall give
written notice to the Corporation at its principal
office stating the number of shares of 7% Convertible
Preferred Stock which he elects to convert accompanied
by a certificate or certificates representing the
number of shares to be converted duly endorsed to the
Corporation or in blank or accompanied by proper
instruments of transfer. Subject to the Corporation's
right to redeem the 7% Convertible Preferred Stock so
surrendered, the Corporation shall within not less than
one month and not more than three months thereafter
issue and deliver certificates for the number of whole
shares of Common Stock into which the 7% Convertible
Preferred Stock has been converted to the person for
whose account the 7% Convertible Preferred Stock was
surrendered, together with cash in lieu of any fraction
of a share of Common Stock otherwise issuable upon such
conversion on the basis of the market value of the
Common Stock determined for such conversion.
Upon surrender of any 7% Convertible Preferred Stock
for conversion, the Corporation shall have the right,
in lieu of issuing Common Stock as herein provided, to
redeem the 7% Convertible Preferred Stock so
surrendered for conversion in accordance with Section E
of this Article FOURTH except that no notice of
redemption need be given. Payment of the redemption
price shall be made within not less than one month nor
more than three months of the date of giving notice of
election to convert the 7% Convertible Preferred Stock.
COMMON STOCK
G. Rights and Restrictions of Common Stock. The
powers, preferences, rights, qualifications and
limitations or restrictions thereof in respect to the
Common Stock are as follows:
(1) Subject to provisions of this Article
FOURTH with respect to the 7% Convertible
Preferred Stock and to the provisions of a
resolution or resolutions of the Board of
Directors establishing a series of Preferred
Stock, dividends may be declared by the Board of
Directors and paid from time to time out of any
funds legally available therefor upon the then
outstanding shares of Common Stock, and holders of
7% Convertible Preferred Stock and Preferred Stock
shall not be entitled to participate in any such
dividends.
(2) In the event of any dissolution,
liquidation or winding up of the affairs of the
Corporation, all assets and funds of the
Corporation remaining after paying all amounts
payable to the holders of 7% Convertible Preferred
Stock and the holders of Preferred Stock shall be
distributed to the holders of Common Stock ratably
according to the number of shares of Common Stock
held.
(3) The holders of Common Stock shall be
entitled to one vote per share.
OTHER PROVISIONS
H. Limitation on Distributions to Stockholders. No
dividend shall be declared or paid which shall impair
the capital of the Corporation nor shall any
distribution of assets be made to any stockholder
unless the value of the assets of the Corporation
remaining after such payment or distribution is at
least equal to the aggregate of its debts and
liabilities, including capital.
I. Preemptive Rights. No holders of shares of any
class or series of this Corporation shall have any
preemptive rights to subscribe for any shares of any
class or series of stock of the Corporation, whether
now or hereafter authorized, or for any obligations
convertible into shares of any class or series of stock
of this Corporation, whether now or hereafter
authorized.
J. Voting by Classes. All matters shall be voted
upon without distinction as to classes or series of
stock.
FIFTH: Reserved.
SIXTH: Reserved.
SEVENTH: (a) Any person who was or is a part or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an
action by or in the right of the Corporation) by reason of
the fact that he is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified by the
Corporation, unless similar indemnification is provided by
such other corporation, partnership, joint venture, trust or
other enterprise (any funds received by any person as a
result of the provisions of this Article being deemed an
advance against his receipt of any such other
indemnification from any such other corporation,
partnership, joint venture, trust or other enterprise),
against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful; provided however, that,
except as provided in paragraph (k) of this Article, the
Corporation shall not be required to indemnify any such
person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person unless
the initiation of such proceeding (or part thereof) by such
person was authorized by the Board of Directors of the
Corporation. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person seeking
indemnification did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(b) Any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise shall be indemnified by the Corporation,
unless similar indemnification is provided by such other
corporation, partnership, joint venture, trust or other
enterprise (any funds received by any person as a result of
the provisions of this Article being deemed an advance
against his receipt of any such other indemnification from
any such other corporation, partnership, joint venture,
trust or other enterprise), against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of
the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such
action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of
all of the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.
The termination of any action or suit by judgment, order or
settlement shall not, of itself, create a presumption that
the person seeking indemnification did not act in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation. Entry of
a judgment by consent as part of a settlement shall not be
deemed a final adjudication of liability nor of any other
issue or matter.
(c) To the extent that a director, officer, employee or
agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding
referred to in paragraphs (a) or (b), or in defense of any
claim, issue or matter therein, he shall be indemnified by
the Corporation against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection
therewith without the necessity of any action being taken by
the Corporation other than the determination, in good faith,
that such defense has been successful.
(d) Except as set forth in paragraph (c) of this Article,
any indemnification under paragraphs (a) and (b) of this
Article (unless ordered by the court), shall be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in
paragraphs (a) and (b) of this Article. Such determination
shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the holders of a
majority of the shares of Common Stock outstanding.
(e) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such
amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation.
(f) The indemnification and advancement of expenses
provided by this Article shall not be deemed exclusive of
any other rights to which those seeking indemnification or
seeking advancement of expenses may be entitled under any
by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in an official
capacity and as to action in another capacity while holding
such office.
(g) By action of the Board of Directors, notwithstanding
any interest of the directors in the action, the Corporation
may purchase and maintain insurance, in such amounts as the
Board of Directors deems appropriate, on behalf of any
person who is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation shall
have the power to indemnify him against such liability under
the provisions of this Article.
(h) For purposes of this Article, references to "the
Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors,
officers, employees or agents, so that any person who is or
was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request
of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under this Article with respect to the resulting or
surviving corporation as he would have with respect to such
constituent corporation if its separate existence had
continued.
(i) For purposes of this Article, references to "other
enterprises" shall include employee benefit plans and any
exchange, board of trade, clearing corporation or similar
institution on which the Corporation or any other
corporation a majority of the stock of which is owned
directly or indirectly by the Corporation had membership
privileges at the relevant time during which any such
position was held; references to "fines" shall include any
excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the
request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation
which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries or
with respect to any exchange, board of trade, clearing
corporation or similar institution on which the Corporation
or any other corporation a majority of the stock of which is
owned directly or indirectly by the Corporation had
membership privileges at the relevant time during which any
such position was held; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed
to the best interests of the Corporation" as referred to in
this Article.
(j) The indemnification and advancement of expenses
hereby provided shall be a contract right and shall continue
as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.
(k) If a claim under paragraph (a), (b) or (c) of this
Article is not paid in full by the Corporation within thirty
days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for
expenses pursuant to paragraph (c) where the required
undertaking has been tendered to the Corporation) that the
claimant has not met the standards of conduct set forth in
paragraphs (a) and (b), but the burden of proving such
defense shall be on the Corporation. Neither the failure of
the Corporation (including its Board of Directors,
independent legal counsel or its stockholders) to have made
a determination prior to the commencement of such action
that indemnification of the claimant is proper in the
circumstances because he has met the applicable standard of
conduct, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel
or its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met
the applicable standard of conduct.
EIGHTH: In furtherance, and not in limitation of the
powers conferred by statute, the Board of Directors is
expressly authorized:
(a) To fix, determine and vary from time to time the
amount to be maintained as surplus and the amount or
amounts to be set apart as working capital.
(b) To make, amend, alter, change, add to or repeal
by-laws of this Corporation, without any action on the
part of the stockholders. The by-laws made by the
directors may be amended, altered, changed, added to or
repealed by the stockholders.
(c) By resolution passed by a majority of the whole
board, to designate two or more directors to constitute
an Executive Committee, which committee shall have and
exercise (except when the Board of Directors shall be
in session) such powers and rights of the Board of
Directors in the management of the business and affairs
of this Corporation as may be provided in the by-laws
or in said resolution, and shall have power to
authorize the seal of this Corporation to be affixed to
all papers which may require it.
(d) To authorize and cause to be executed mortgages
and liens, without limit as to amount, upon the real
and personal property of this Corporation.
(e) From time to time to determine whether and to
what extent, at what time and place, and under what
conditions and regulations the accounts and books of
this Corporation, or any of them, shall be open to the
inspection of any stockholder; and no stockholder shall
have any right to inspect any account or book or
document of this Corporation except as conferred by
statute or the by-laws, or as authorized by a
resolution of the stockholders or Board of Directors.
(f) To sell, assign, convey or otherwise dispose of a
part of the property, assets and effects of this
Corporation less than the whole or less than
substantially the whole thereof, on such terms and
conditions as they shall deem advisable, without the
assent of the stockholders in writing or otherwise; and
also to sell, assign, transfer, convey and otherwise
dispose of the whole or substantially the whole of the
property, assets, effects, franchises and good will of
this Corporation on such terms and conditions as they
will deem advisable, but only with the written consent
or pursuant to the affirmative vote of the holders of
at least a majority in amount of the stock then having
voting power at the time issued and outstanding, but in
any event not less than the amount required by law.
(g) By resolution passed by a majority of the whole
board, to designate a committee, to consist of two or
more persons who may, but need not, be directors of the
Corporation, which shall have such power and authority
as the Board of Directors may authorize to administer
any or all employee stock option, purchase and bonus
plans which may from time to time be adopted by the
Corporation. Without limiting the generality of the
foregoing, such committee may be authorized to select
the employees to receive options, determine the number
of shares to be covered by each option, determine the
option price, determine the form of option and the
other terms thereof and issue the options.
(h) All of the powers of this Corporation, insofar as
the same lawfully may be vested by this Certificate in
the Board of Directors, are hereby conferred upon the
Board of Directors of this Corporation.
NINTH: No contract or transaction between the Corporation
and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership,
association, or other organization in which one or more of
its directors or officers are directors or officers, or have
a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is
present at or participates in the meeting of the board of
committee thereof which authorizes the contract or
transaction, or solely because his or their votes are
counted for such purpose if, (a) the material facts as to
his relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or
the committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested
directors be less than a quorum, or (b) the material facts
as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the
stockholders, or (c) the contract or transaction is fair as
to the Corporation as of the time it is authorized, approved
or ratified by the Board of Directors, a committee thereof,
or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting
of the Board of Directors or of a committee which authorizes
the contract or transaction.
TENTH: This Corporation may in its by-laws make any other
provisions or requirements for the management or conduct of
the business of this Corporation, provided the same not be
inconsistent with the provisions of this Certificate or
contrary to the laws of the State of Delaware or of the
United States.
ELEVENTH: This Corporation reserves the right to amend,
alter, change, add to or repeal any provision contained in
this Certificate of Incorporation in the manner now or
hereafter prescribed by the statute, and all rights
conferred upon officers, directors and stockholders herein
are granted subject to this reservation.
TWELFTH: A director of this Corporation shall have no
personal liability to this Corporation or its stockholders
for monetary damages for breach of his fiduciary duty as a
director; provided, however, that this Article shall not
eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to this Corporation
or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing
violation of law; (iii) for the unlawful payment of
dividends or unlawful stock repurchases under Section 174 of
the General Corporation Law of the State of Delaware; or
(iv) for any transaction from which the director derived an
improper personal benefit. This Article shall not eliminate
or limit the liability of a director for any act or omission
occurring prior to the effective date of this Article.
THIRTEENTH: The Board of Directors of the Corporation,
when evaluating any offer of another party to (a) make a
tender offer or exchange offer for any equity security of
the Corporation, (b) merge or consolidate the Corporation
with another corporation, or (c) purchase or otherwise
acquire all or substantially all of the properties and
assets of the Corporation, shall, in connection with the
exercise of its judgment in determining what is in the best
interests of the Corporation and its stockholders, give due
consideration to all relevant factors, including without
limitation the social and economic effects on the employees,
customers, suppliers and other constituents of the
Corporation and its subsidiaries and on the communities in
which the Corporation and its subsidiaries operate or are
located.
FOURTEENTH: SECTION 1. Special Vote Required for Certain
Business Combinations. In addition to any affirmative vote
required by law or this Certificate of Incorporation or the
Bylaws of the Corporation, and except as otherwise expressly
provided in SECTION 2 of this Article FOURTEENTH, a Business
Combination (as hereinafter defined) with, or proposed by or
on behalf of, any Interested Stockholder (as hereinafter
defined) or any Affiliate or Associate (as hereinafter
defined) of any Interested Stockholder or any person who
after such Business Combination would be an Affiliate or
Associate of such Interested Stockholder shall require the
affirmative vote of not less than two-thirds of the votes
entitled to be cast by the holders of all of the then
outstanding shares of Voting Stock (as hereinafter defined),
voting together as a single class, excluding Voting Stock
beneficially owned by such Interested Stockholder. Such
affirmative vote shall be required notwithstanding the fact
that no vote may be required, or that a lesser percentage or
separate class vote may be specified, by law, by any other
provision of this Certificate of Incorporation or the Bylaws
of the Corporation, by any agreement with any national
securities exchange or otherwise.
SECTION 2. When Special Vote Not Required. The
provisions of SECTION 1 of this Article FOURTEENTH shall not
be applicable to any particular Business Combination, and
such Business Combination shall require only such
affirmative vote, if any, as is required by law, by any
other provision of this Certificate of Incorporation or the
Bylaws of the Corporation, by any agreement with any
national securities exchange or otherwise, if, in the case
of a Business Combination involving the receipt of
consideration by the holders of the Corporation's
outstanding Capital Stock (as hereinafter defined), the
condition specified in paragraph (a) below is met or all of
the conditions specified in paragraph (b) below are met or
if, in the case of a Business Combination not involving the
receipt of consideration by the holders of the Corporation's
outstanding Capital Stock, the condition specified in
paragraph (a) below is met:
(a) Approval by Continuing Directors. The Business
Combination (either specifically or as a transaction
which is within an approved category of transactions)
shall have been approved by a majority of the
Continuing Directors (as hereinafter defined).
(b) Minimum Price and Other Requirements. All of the
following conditions shall have been met:
(1) Minimum Price Requirements. With respect
to every class or series of outstanding Capital
Stock of the Corporation, whether or not the
Interested Stockholder has previously acquired
beneficial ownership of any shares of such class
or series of Capital Stock:
(A) The aggregate amount of cash plus the
Fair Market Value (as hereinafter defined),
as of the date of the consummation of the
Business Combination, of consideration other
than cash to be received per share by holders
of Common Stock in such Business Combination
shall be at least equal to the higher of the
amounts determined pursuant to clauses (i)
and (ii) below:
(i) the highest per share price
(including any brokerage commissions,
transfer taxes and soliciting dealers'
fees) paid by or on behalf of the
Interested Stockholder of beneficial
ownership of shares of Common Stock in
connection with the acquisition by the
Interested Stockholder of beneficial
ownership of shares of Common Stock (x)
within the two-year period immediately
prior to the Announcement Date (as
hereinafter defined) or (y) in the
transaction or series of related
transactions in which it became an
Interested Stockholder, whichever is
higher, in either case as adjusted for
any subsequent stock split, stock
dividend, subdivision or
reclassification with respect to Common
Stock; and
(ii) the Fair Market Value per share
of Common Stock (x) on the Announcement
Date or (y) on the Determination Date
(as hereinafter defined), whichever is
higher, as adjusted for any subsequent
stock split, stock dividend, subdivision
or reclassification with respect to
Common Stock.
(B) The aggregate amount of cash plus the
Fair Market Value, as of the date of the
consummation of the Business Combination, of
consideration other than cash to be received
per share by holders of shares of any class
or series of outstanding Capital Stock, other
than Common Stock, shall be at least equal to
the highest of the amounts determined
pursuant to clauses (i), (ii) and (iii)
below:
(i) the highest per share price
(including any brokerage commissions,
transfer taxes and soliciting dealers'
fees) paid by or on behalf of the
Interested Stockholder for any share of
such class or series of Capital Stock in
connection with the acquisition by the
Interested Stockholder of beneficial
ownership of shares of such class or
series of Capital Stock (x) within the
two-year period immediately prior to the
Announcement Date or (y) in the
transaction or series of related
transactions in which it became an
Interested Stockholder, whichever is
higher, in either case as adjusted for
any subsequent stock split, stock
dividend, subdivision or
reclassification with respect to such
class or series of Capital Stock;
(ii) the Fair Market Value per share
of such class or series of Capital Stock
(x) on the Announcement Date or (y) on
the Determination Date, whichever is
higher, as adjusted for any subsequent
stock split, stock dividend, subdivision
or reclassification with respect to such
class or series of Capital Stock; and
(iii) the highest preferential amount
per share, if any, to which the holders
of shares of such class or series of
Capital Stock would be entitled in the
event of any voluntary or involuntary
liquidation, dissolution or winding up
of the affairs of the Corporation
regardless of whether the Business
Combination to be consummated
constitutes such an event.
(2) Other Requirements.
(A) The consideration to be received by
holders of a particular class or series of
outstanding Capital Stock shall be in cash or
in the same form as previously has been paid
by or on behalf of the Interested Stockholder
in connection with its direct or indirect
acquisition of beneficial ownership of shares
of such class or series of Capital Stock. If
the consideration so paid for shares of any
class or series of Capital Stock varies as to
form, the form of consideration for such
class or series of Capital Stock shall be
either cash or the form paid by or on behalf
of the Interested Stockholder in connection
with its direct or indirect acquisition of
beneficial ownership of the largest number of
shares of such class or series of Capital
Stock.
(B) After the Determination Date and prior
to the consummation of such Business
Combination:
(i) there shall have been no failure
to declare and pay at the regular date
therefor any full regular dividends
(whether or not cumulative) payable in
accordance with the terms of any
outstanding Capital Stock, other than
the Common Stock, except as approved by
a majority of the Continuing Directors;
(ii) there shall have been no
reduction in the amount, or change in
the frequency of payment, of any
dividends regularly paid on the Common
Stock (except as necessary to reflect
any stock split, stock dividend,
subdivision or reclassification of the
Common Stock), except as approved by a
majority of the Continuing Directors;
(iii) there shall have been an
increase in the amount of any dividends
regularly paid on the Common Stock as
necessary to reflect any reverse stock
split or reclassification of the Common
Stock, or any split, recapitalization,
reorganization or any similar
transaction that has the effect of
reducing the number of outstanding
shares of Common Stock, unless the
failure so to increase the amount of
such dividends is approved by a majority
of the Continuing Directors; and
(iv) such Interested Stockholder
shall not have become the beneficial
owner of any additional shares of
Capital Stock except as part of or
otherwise in connection with the
transaction or series of related
transactions that resulted in such
Interested Stockholder becoming an
Interested Stockholder (including the
exercise of any right to purchase
additional shares of Capital Stock
granted to any Interested Stockholder by
the Corporation in connection with such
transaction or series of related
transactions) and except in a
transaction or series of related
transactions that, after giving effect
thereto, would not result in any
increase in the Interested Stockholder's
percentage beneficial ownership of any
class or series of Capital Stock.
(C) After the Determination Date, such
Interested Stockholder shall not have
received the benefit, directly or indirectly,
(except proportionately as a stockholder of
the Corporation), of any loans, advances,
guarantees, pledges or other financial
assistance or any tax credits or other tax
advantages provided by the Corporation,
whether in anticipation of or in connection
with such Business Combinations or otherwise.
(D) A proxy or information statement
describing the proposed Business Combination
and complying with the requirements of the
Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder (the
"Act") (or any subsequent provisions
replacing such Act), shall be mailed to all
stockholders of the Corporation at least 30
days prior to the consummation of such
Business Combination (whether or not such
proxy or information statement is required to
be mailed pursuant to such Act or subsequent
provisions). Such proxy or information
statement shall contain, in a prominent
place, any statement as to the advisability
(or inadvisability) of the Business
Combination that the Continuing Directors, or
any of them, may choose to make and, if
deemed advisable by a majority of the
Continuing Directors, the opinion of an
investment banking firm selected by a
majority of the Continuing Directors as to
the fairness (or not) of the terms of the
Business Combination from a financial point
of view to the holders of the outstanding
shares of Capital Stock other than the
Interested Stockholder and its Affiliates or
Associates, such investment banking firm to
be paid a reasonable fee for its services by
the Corporation.
(E) After the Determination Date, such
Interested Stockholder shall not have made
any major change in the Corporation's
business or capital structure without the
approval of a majority of the Continuing
Directors.
SECTION 3. Certain Definitions. The following
definitions shall apply with respect to this Article
FOURTEENTH:
(a) The term "Business Combination" shall mean:
(1) any merger or consolidation of the
Corporation or any Subsidiary (as hereinafter
defined) with (A) any Interested Stockholder or
(B) any other company (whether or not itself an
Interested Stockholder) that is or after such
merger or consolidation would be an Affiliate or
Associate of an Interested Stockholder; or
(2) any sale, lease, exchange, mortgage,
pledge, transfer or other disposition, or any
security arrangement, investment, loan, advance,
guarantee agreement to purchase, agreement to pay,
extension of credit, joint venture participation
or other arrangement, in one transaction or in a
series of transactions, with or for the benefit of
any Interested Stockholder of any Affiliate or
Associate of any Interested Stockholder involving
any assets, securities or commitments of the
Corporation, any Subsidiary, any Interested
Stockholder or any Affiliate or Associate or any
Interested Stockholder that, together with all
other such arrangements, has an aggregate Fair
Market Value and/or involves aggregate commitments
equal to 10% or more of the book value of the
total assets (in the case of transactions
involving assets or commitments other than capital
stock) or 10% or more of the stockholders' equity
(in the case of transactions in capital stock) of
the entity in question (the "Substantial Part"),
as reflected in the most recent fiscal year-end
consolidated balance sheet of such entity existing
at the time the stockholders of the Corporation
would be required to approve or authorize the
Business Combination involving the assets,
securities and/or commitments constituting any
Substantial Part; or
(3) the adoption of any plan or proposal for
the liquidation or dissolution of the Corporation
which any Interested Stockholder votes for or
consents to; or
(4) any issuance or reclassification of
securities (including any stock dividend, split or
reverse split or any other distribution of
securities in respect of stock), any
recapitalization of the Corporation, any merger or
consolidation of the Corporation with any of its
Subsidiaries or any other transaction (whether or
not with or otherwise involving an Interested
Stockholder) that has the effect, directly or
indirectly, of increasing the proportionate share
of any class or series of Capital Stock, or any
securities convertible into or rights, options or
warrants to acquire Capital Stock or equity
securities of any Subsidiary, that is beneficially
owned by any Interested Stockholder or any
Affiliate or Associate of any Interested
Stockholder; or
(5) any agreement, arrangement or other
understanding providing for any one or more of the
actions specified in the foregoing clauses (1) to
(4).
(b) The term "Capital Stock" shall mean all capital
stock of the Corporation authorized to be issued from
time to time under Article FOURTH of this Certificate
of Incorporation, and the term "Voting Stock" shall
mean all Capital Stock which by its terms may be voted
on all matters submitted to stockholders of the
Corporation generally.
(c) The term "person" shall mean any individual,
firm, company or other entity and shall include any
group comprised of any person and any other person with
whom such person or any Affiliate or Associate of such
person has any agreement, arrangement or understanding,
directly or indirectly, for the purpose of acquiring,
holding, voting or disposing of Capital Stock.
(d) The term "Interested Stockholder" shall mean any
person (other than the Corporation or any Subsidiary
and other than any profit-sharing, employee stock
ownership or other employee benefit plan of the
Corporation or any Subsidiary or any trustee of or
fiduciary with respect to any such plan when acting in
such capacity) who (1) is, or has publicly disclosed a
plan or intention to become, the beneficial owner of
Voting Stock representing 10% or more of the votes
entitled to be cast by the holders of all then
outstanding shares of Voting Stock or (2) is an
Affiliate or Associate of the Corporation and at any
time within the two-year period immediately prior to
the date in question was the beneficial owner of Voting
Stock representing 10% or more of the votes entitled to
be cast by the holders of all then outstanding shares
of Voting Stock.
(e) A person shall be a "beneficial owner" of, shall
"beneficially own" and shall have "beneficial
ownership" of any Capital Stock (1) that such person or
any of its Affiliates or Associates owns, directly or
indirectly; (2) that such person or any of its
Affiliates or Associates has, directly or indirectly,
(A) the right to acquire (whether such right is
exercisable immediately or subject only to the passage
of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or
otherwise, or (B) the right to vote pursuant to any
agreement, arrangement or understanding; or (3) which
is beneficially owned, directly or indirectly, by any
other person with which such person or any of its
Affiliates or Associates has any agreement, arrangement
or understanding for the purpose of acquiring, holding,
voting or disposing of any shares of Capital Stock.
For the purposes of determining whether a person is an
Interested Stockholder pursuant to paragraph (d) of
this SECTION 3, the number of shares of Capital Stock
deemed to be outstanding shall include shares deemed
beneficially owned by such person through application
of this paragraph (e) of SECTION 3, but shall not
include any other shares of Capital Stock that may be
issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
(f) The terms "Affiliate" and "Associate" shall have
the respective meanings ascribed to such terms in Rule
12b-2 under the Act as in effect on the date that this
Article FOURTEENTH is approved by the Board of
Directors of the Corporation (the term "registrant" in
Rule 12b-2 meaning in this case the Corporation).
(g) The term "Subsidiary" means any company of which
a majority of any class of equity securities are
beneficially owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes
of the definition of Interested Stockholder set forth
in paragraph (d) of this SECTION 3, the term
"Subsidiary" shall mean only a company of which a
majority of each class of equity security is
beneficially owned by the Corporation.
(h) The term "Continuing Director," with respect to
any particular Business Combination with, or proposed
by or on behalf of, any Interested Stockholder or any
Affiliate or Associate of any Interested Stockholder or
any person who thereafter would be an Affiliate or
Associate of any Interested Stockholder, means any
member of the Board of Directors of the Corporation
(the "Board of Directors"), while such person is a
member of the Board of Directors, who is not an
Affiliate, Associate or representative of such
Interested Stockholder and was a member of the Board of
Directors prior to the time such Interested Stockholder
became an Interested Stockholder, and any successor of
a Continuing Director while such successor is a member
of the Board of Directors, who is not an Affiliate or
Associate or representative of such Interested
Stockholder and is recommended or elected to succeed
the Continuing Director by a majority of Continuing
Directors.
(i) The term "Fair Market Value" means (1) in the
case of cash, the amount of such cash; (2) in the case
of stock, the highest closing sale price during the 30-
day period immediately preceding the date in question
of a share of such stock on the Composite Tape for New
York Stock Exchange-Listed Stocks, or, if such stock is
not quoted on the Composite Tape, on the New York Stock
Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities
exchange registered under the Act on which such stock
is listed, or, if such stock is not listed on any such
exchange, the highest closing sale price with respect
to a share of such stock during the 30-day period
preceding the date in question as reported by the
National Association of Securities Dealers, Inc.
Automated Quotation System or any similar system then
in use, or if no such sale prices are available, the
highest of the means between the last reported bid and
asked price with respect to a share of such stock on
each day during the 30-day period preceding the date in
question as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System, or
if not so reported, as determined by a member firm of
the National Association of Securities Dealers, Inc.
selected by the Continuing Directors, or if no such bid
and asked prices are available, the fair market value
on the date in question of a share of such stock as
determined in good faith by a majority of the
Continuing Directors; and (3) in the case of property
other than cash or stock, the fair market value of such
property on the date in question as determined in good
faith by a majority of the Continuing Directors.
(j) In the event of any Business Combination in which
the Corporation survives, the phrase "consideration
other than cash to be received" as used in paragraphs
(b) (1) (A) and (b) (1) (B) of SECTION 2 of this
Article FOURTEENTH shall include the shares of Common
Stock and/or the shares of any other class or series of
Capital Stock retained by the holders of such shares.
(k) The term "Announcement Date" means the date on
which the proposed Business Combination is first
publicly announced, disclosed or reported.
(l) The term "Determination Date" means with respect
to any Interested Stockholder the later of the date
that this Article FOURTEENTH is approved by the Board
of Directors of the Corporation or the date on which
such Interested Stockholder became an Interested
Stockholder.
SECTION 4. Powers of Directors. For the purpose of this
Article FOURTEENTH, a majority of the Continuing Directors
shall have the power and duty to determine in good faith, on
the basis of information known to them after reasonable
inquiry, all questions arising under this Article
FOURTEENTH, including, without limitation, (a) whether a
person is an Interested Stockholder, (b) the number of
shares of Capital Stock beneficially owned by any person,
(c) whether a person is an Affiliate or Associate of
another, (d) whether a Business Combination or any proposal
to amend, repeal or adopt any provision of this Certificate
of Incorporation inconsistent with this Article FOURTEENTH
(collectively, a "Proposed Action") is with, or proposed by
or on behalf of, an Interested Stockholder or an Affiliate
or Associate of an Interested Stockholder or a person who
thereafter would be an Interested Stockholder or an
Affiliate or Associate of an Interested Stockholder, and (e)
whether any transaction specified in paragraph (a) (2) of
SECTION 3 of this Article FOURTEENTH meets the Substantial
Part test set forth therein; except that a majority of the
entire Board of Directors shall have the power and duty to
determine in good faith, on the basis of information known
to them after reasonable investigation, whether a director
is a "Continuing Director" as defined in paragraph (h) of
SECTION 3 of this Article FOURTEENTH. Any such
determination made in good faith shall be binding and
conclusive on all parties.
SECTION 5. No Effect on Fiduciary Obligations.
(a) Nothing contained in this Article FOURTEENTH shall be
construed to relieve any Interested Stockholder from any
fiduciary obligation imposed by law.
(b) The fact that any Business Combination complies with
the provisions of SECTION 2 of this Article FOURTEENTH shall
not be construed to impose any fiduciary duty, obligation or
responsibility on the Board of Directors, or any member
thereof, to approve such Business Combination or recommend
its adoption or approval to the stockholders of the
Corporation, nor shall such compliance limit, prohibit or
otherwise restrict in any manner the Board of Directors, or
any member thereof, with respect to evaluations of or
actions and responses taken with respect to such Business
Combination.
SECTION 6. Amendment, Repeal, etc. Notwithstanding any
other provisions of this Certificate of Incorporation or the
Bylaws of the Corporation (and notwithstanding the fact that
a lesser percentage or separate class vote may be specified
by law, this Certificate of Incorporation or the Bylaws of
the Corporation), any proposal to amend, repeal or adopt any
provision of this Certificate of Incorporation inconsistent
with this Article FOURTEENTH which is proposed by or on
behalf of an Interested Stockholder or an Affiliate or
Associate of an Interested Stockholder or any person who
would thereafter be an Interested Stockholder or Affiliate
or Associate of an Interested Stockholder shall require the
affirmative vote of the holders of not less than two-thirds
of the votes entitles to be cast by the holders of all of
the then outstanding shares of Voting Stock, voting together
as a single class, excluding Voting Stock beneficially owned
by such Interested Stockholder, unless such amendment,
repeal or adoption is declared advisable by the affirmative
vote of (a) two-thirds of the entire Board of Directors and
(b) a majority of the Continuing Directors.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INTER-REGIONAL FINANCIAL GROUP, INC.
The undersigned, the Senior Vice President, General
Counsel and Secretary of Inter-Regional Financial Group, Inc.
(the "Corporation") does hereby certify that in accordance
with the requirements of Section 242 of the Delaware General
Corporation Law, the stockholders of the Corporation adopted
the following resolution on May 1, 1996, amending Article Fourth,
Section 1 of the Restated Certificate of Incorporation as follows:
RESOLVED, that Article Fourth of the Restated Certificate
of Incorporation be amended to increase the number of shares of
Common Stock of the Company from 20,000,000 shares to 30,000,000
shares, so that the first paragraph of Section 1 of Article Fourth,
as amended, will read as follows:
FOURTH: Section 1. Shares, Classes and Series Authorized.
The total number of shares of stock which this Corporation has
the authority to issue is 32,501,940 shares of stock, of which
30,000,000 shares of the par value of $.125 per share are designated
Common Stock, and 2,000,000 shares of the par value of $1.00 per
share are designated $1 Par Value Preferred Stock, 1,940 shares of
the par value of $100 per share are designated 7% Convertible
Preferred Stock and 500,000 shares of the par value of $16.00 per
share are designated as $16 Par Value Preferred Stock. The $1 Par
Value Preferred Stock, the 7% Convertible Preferred Stock and the
$16 Par Value Preferred Stock are herein collectively referred to
as the "Preferred Stock."
IN WITNESS WHEREOF, the Corporation has caused this
certificate to be executed by Carla J. Smith, its Senior Vice
President, General Counsel and Secretary, and attested by
Bentley J. Anderson, its Assistant Secretary, this 2nd day of
May, 1996.
Carla J. Smith
---------------------------
Carla J. Smith
Senior Vice President, General
Counsel and Secretary
Attest:
Bentley J. Anderson
- ----------------------
Bentley J. Anderson
Assistant Secretary
AMENDED AND RESTATED BYLAWS
OF
INTER-REGIONAL FINANCIAL GROUP, INC.
ARTICLE I
OFFICES
The registered office of Inter-Regional Financial Group,
Inc. (hereinafter referred to as the "Corporation") in the
State of Delaware shall be located in the City of
Wilmington, County of New Castle. The Corporation's
principal place of business shall be at Dain Bosworth Plaza,
60 South Sixth Street, Minneapolis, Minnesota. The
Corporation may establish or discontinue, from time to time,
such other offices and places of business within or without
the State of Delaware as may be deemed proper for the
conduct of the Corporation's business.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
holders of shares of such classes of stock as are entitled
to notice thereof and to vote thereat pursuant to the
provisions of the Certificate of Incorporation (hereinafter
called the "Annual Meeting of Stockholders") for the purpose
of electing directors and transacting such other business as
may come before it shall be held on the last Friday in April
each year (or if that day be a legal holiday, then on the
next succeeding day not a legal holiday), at 2:00 p.m. at
Dain Bosworth Plaza, 60 South Sixth Street, in the City of
Minneapolis, Minnesota, or at such other date, time and
place (within or without the State of Delaware) as shall be
designated by the Board of Directors.
SECTION 2. Special Meetings. In addition to such special
meetings as are provided for by law or by the Certificate of
Incorporation, special meetings of the holders of any class
or of all classes of the Corporation's stock may be called
at any time by the Board of Directors, the Executive
Committee, the Chairman of the Board, or the Chief Executive
Officer, and may be held at such time, on such day and at
such place, within or without the State of Delaware, as
shall be designated by the Board of Directors. Special
meetings of the holders of the Common Stock shall be called
by the Secretary upon the written request, stating the
purpose or purposes of any such meeting, of the holders of
Common Stock who hold of record collectively at least 25% of
the outstanding shares of Common Stock of the Corporation.
SECTION 3. Notice of Meetings. Notice of a stockholders'
meeting shall be given either personally or by mail or by
other means of written communication, addressed to the
stockholder at the address of such stockholder appearing on
the books of the Corporation or given by the stockholder to
the Corporation for the purpose of notice. Notice by mail
shall be deemed to have been given at the time a written
notice is deposited in the United States' mail, postage
prepaid. Any other written notice shall be deemed to have
been given at the time it is personally delivered to the
recipient or is delivered to a common carrier for
transmission, or actually transmitted by the person giving
the notice by electronic means, to the recipient. Notices
shall be delivered personally or mailed not more than sixty
(60) days and not less than ten (10) days before the day of
the meeting. The business which may be transacted at any
special meeting of stockholders shall consist of and be
limited to the purpose of purposes stated in such notice.
The Secretary or an Assistant Secretary of the Transfer
Agent of the Corporation shall, after giving such notice,
make an affidavit stating that notice has been given, which
shall be filed with the minutes of such meeting.
SECTION 4. Waiver of Notice. Whenever notice is required
to be given under any provision of law or of the Certificate
of Incorporation or the Bylaws, a waiver thereof in writing
or by telegraph, facsimile transmission, cable or other form
of recorded communication signed by the person entitled to
notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a
person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the person
attends such meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the
purpose of, any meeting of stockholders need be specified in
a waiver of notice unless so required by the Certificate of
Incorporation.
SECTION 5. Organization. The Chairman of the Board of
Directors shall act as Chairman at all meetings of
stockholders at which he is present, and as such Chairman
shall call such meetings of stockholders to order and
preside thereat. If the Chairman is absent from any meeting
of stockholders, the duties provided in this Section 5,
Article II shall be performed by the Chief Executive Officer
of the Corporation. The Secretary of the Corporation shall
act as secretary at all meetings of the stockholders, but in
his absence the chairman of the meeting may appoint any
person present to act as secretary of the meeting.
SECTION 6. Inspectors. All votes by ballot at any
meeting of stockholders shall be conducted by two
inspectors, who need not be stockholders, who shall, except
as otherwise provided by law, be appointed for the purpose
by the chairman of the meeting. The inspectors shall decide
upon the qualification of voters, count the votes and
declare the result.
SECTION 7. Stockholders Entitled to Vote. The Board of
Directors may fix a date not more than sixty (60) days nor
less than ten (10) days prior to the date of any meeting of
stockholders, or prior to the last day on which the consent
or dissent of stockholders may be effectively expressed for
any purpose without a meeting, as a record date for the
determination of the stockholders entitled (i) to notice of
and to vote at such meeting and any adjournment thereof, or
(ii) to give such consent or express such dissent, and such
case such stockholders and only such stockholders as shall
be stockholders of record on the date so fixed shall be
entitled to notice of, and to vote at, such meeting and any
adjournment thereof, or to give such consent or express such
dissent, as the case may be, notwithstanding any transfer of
any stock on the books of the Corporation after any such
record date fixed as aforesaid. The Secretary shall prepare
and make or cause to be prepared and made, at least ten (10)
days before every meeting of stockholders, a complete list
of the stockholders entitled to vote at such meeting,
arranged in alphabetical order and showing the address of
each such stockholder and the number of shares registered in
the name of each such stockholder. Such list shall be open
to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for
a period of at least ten (10) days prior to the meeting,
either at a place, specified in the notice of the meeting,
within the city where the meeting is to be held, or, if not
so specified, at the place where the meeting is to be held.
Such list shall be produced and kept at the time and place
of the meeting during the whole time thereof, and subject to
the inspection of any stockholder who may be present.
SECTION 8. Quorum and Adjournment. Except as otherwise
provided by law or by the Certificate of Incorporation, the
holders of a majority of the shares of stock entitled to
vote at the meeting present in person or by proxy without
regard to class shall constitute a quorum at all meetings of
the stockholders. In the absence of a quorum, the holders
of a majority of such shares of stock present in person or
by proxy may adjourn any meeting, from time to time, until a
quorum shall be present. At any such adjourned meeting at
which a quorum may be present, any business may be
transacted which might have been transacted at the meeting
as originally called. No notice of any adjourned meeting
need be given other than by announcement at the meeting that
is being adjourned, provided that if the adjournment is for
more than thirty (30) days, or if after the adjournment a
new record date is fixed for the adjourned meeting, then a
notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
SECTION 9. Order of Business. The order of business at
all meetings of stockholders shall be as determined by the
chairman of the meeting or as if otherwise determined by the
vote of the holders of a majority of the shares of stock
present in person or by proxy and entitled to vote without
regard to class at the meeting.
SECTION 10. Vote of Stockholders. Except as otherwise
permitted by law or by the Certificate of Incorporation or
the Bylaws, all action by stockholders shall be taken at a
stockholders' meeting. Every stockholder of record, as
determined pursuant to Section 7 of this Article II, and who
is entitled to vote, shall, except as otherwise expressly
provided in the Certificate of Incorporation with respect to
any class of the Corporation's capital stock, be entitled at
every meeting of the stockholders to one vote for every
share of stock standing in his name on the books of the
Corporation. Election of directors shall be by written
ballot if requested by any stockholder, but, unless
otherwise provided by law, no vote on any question upon
which a vote of the stockholders may be taken need be by
ballot unless the chairman of the meeting shall determine
that it shall be by ballot or the holders of a majority of
the shares of stock present in person or by proxy and
entitled to participate in such vote shall so demand. In a
vote by ballot each ballot shall state the number of shares
voted and the name of the stockholder or proxy voting.
Except as otherwise provided by law or by the Certificate of
Incorporation, all elections of directors and all questions
shall be decided by the vote of the holders of a majority of
the shares of stock present in person or by proxy at the
meeting and entitled to vote in the election or on the
question.
SECTION 11. Proxies. Every stockholder entitled to vote
or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or
persons to act for him by proxy duly appointed by an
instrument in writing, subscribed by such stockholder and
executed not more than three (3) years prior to the meeting,
unless the instrument provides for a longer period. The
attendance at any meeting of stockholders of a stockholder
who may theretofore have given a proxy shall not have the
effect of revoking such proxy unless such stockholder shall
in writing so notify the secretary of the meeting prior to
the voting of the proxy.
SECTION 12. Consent of Stockholders in Lieu of Meeting.
Except as otherwise provided by law or by the Certificate of
Incorporation, any action required to be taken, or which may
be taken, at any meeting of stockholders may be taken
without a meeting, without prior notice and without a vote,
if a consent in writing, setting forth the action so taken,
shall be signed by the holders of shares of outstanding
stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a
meeting at which all shares of stock entitled to vote
thereon were present and voted; provided, that prompt notice
of the taking of corporate action without a meeting by less
than unanimous written consent shall be given to those
stockholders who have not consented in writing.
SECTION 13. Notice of Business. At any meeting of
stockholders, only such business shall be conducted as shall
have been brought before the meeting (a) by or at the
direction of the Board, (b) in accordance with Rule 14a-8
under the Securities Exchange Act of 1934, or (c) by a
stockholder of record entitled to vote at such meeting who
complies with the notice procedures set forth in this
Section. For business to be properly brought before a
meeting by such a stockholder, the stockholder shall have
given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, such notice shall be
delivered to or mailed and received at the principal
executive office of the Corporation not less than thirty
days prior to the meeting; provided, however, that in the
event that less than forty days' notice of the date of the
meeting is given by the Corporation, notice by the
stockholder to be timely must be so received not later than
the close of business on the fifth day following the day on
which such notice of the date of the meeting was mailed or
otherwise given. Such stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes
to bring before the meeting (a) a brief description of the
business desired to be brought before the meeting, and in
the event that such business includes a proposal to amend
either the Certificate of Incorporation or the Bylaws of the
Corporation, the language of the proposed amendment, (b) the
name and address of the stockholder proposing such business,
(c) the class and number of shares of stock of the
Corporation which are owned by such stockholder, and (d) any
material personal interest of such stockholder in such
business. If notice has not been given pursuant to this
Section, the Chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that the
proposed business was not properly brought before the
meeting, and such business may not be transacted at the
meeting. The foregoing provisions of this Section do not
relieve any stockholder of any obligation to comply with all
applicable requirements of the Securities Exchange Act of
1934 and the rules and regulations promulgated thereunder.
SECTION 14. Notice of Board Candidate. At any meeting of
stockholders, a person may be a candidate for election to
the Board only if such person is nominated (a) by or at the
direction of the Board, (b) by any nominating committee or
person appointed by the Board, or (c) by a stockholder of
record entitled to vote at such meeting who complies with
the notice procedures set forth in this Section. To
properly nominate a candidate, a stockholder shall give
timely notice of such nomination in writing to the Secretary
of the Corporation. To be timely, such notice shall be
delivered to or mailed and received at the principal
executive office of the Corporation not less than thirty
days prior to the meeting; provided, however, that in the
event that less than forty days' notice of the date of the
meeting is given by the Corporation, notice of such
nomination to be timely must be so received not later than
the close of business on the fifth day following the day on
which such notice of the date of the meeting was mailed or
otherwise given. Such stockholder's notice to the Secretary
shall set forth (a) as to each person whom the stockholder
proposes to nominate (i) the name, age, business address and
residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and
number of shares of stock of the Corporation which are owned
by the person, and (iv) any other information relating to
the person that would be required to be disclosed in a
solicitation of proxies for election of directors pursuant
to Regulation 14A under the Securities Exchange Act of 1934;
and (b) as to the stockholder giving the notice (i) the name
and address of such stockholder and (ii) the class and
number of shares of stock of the Corporation owned by such
stockholder. The Corporation may require such other
information to be furnished respecting any proposed nominee
as may be reasonably necessary to determine the eligibility
of such proposed nominee to serve as a director of the
Corporation. No person shall be eligible for election by
the stockholders as a director at any meeting unless
nominated in accordance with this Section.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. Election and Term. Except as otherwise
provided by law, the Certificate of Incorporation, or by the
provisions of this Article III, directors shall be elected
at the Annual Meeting of Stockholders to serve until the
next Annual Meeting of Stockholders and until their
successors are elected and qualify or until their earlier
resignation, removal, or disqualification.
SECTION 2. Number. The number of directors may be fixed
from time to time by resolution of the Board of Directors
but shall not be less than three (3) nor more than thirty
(30).
SECTION 3. General Powers. The business, properties and
affairs of the Corporation shall be managed by the Board of
Directors, which, without limiting the generality of the
foregoing, shall have the power to elect and appoint
officers of the Corporation, to appoint and direct agents,
to grant general or limited authority to officers, employees
and agents of the Corporation to make, execute and deliver
contracts and other instruments and documents in the name
and on behalf of the Corporation and over its seal, without
specific authority in each case, and, by resolution adopted
by a majority of the whole Board of Directors, to appoint
committees in addition to those provided for in Article IV
hereof, the membership of which may consist of one or more
directors, and which may advise the Board of Directors with
respect to any matters relating to the conduct of the
Corporation's business. The membership of such committees
shall consist of such persons as are designated by the Board
of Directors whether or not any of such persons is then a
director of the Corporation. In addition, the Board of
Directors may exercise all the powers of the Corporation and
do all lawful acts and things which are not reserved to the
stockholders by law or by the Certificate of Incorporation.
SECTION 4. Place of Meetings. Meetings of the Board of
Directors may be held at any place, within or without the
State of Delaware, from time to time designated by the Board
of Directors.
SECTION 5. Organization Meeting. A newly elected Board
of Directors shall meet without notice and organize, and may
also transact any other business which might be transacted
at a regular meeting thereof, as soon as practicable after
each Annual Meeting of Stockholders, at the place at which
such meeting of stockholders took place, provided a majority
of the whole Board of Directors is present. If such a
majority is not present, such organization meeting may be
held at any other time or place which may be specified in a
notice given in the manner provided in Section 7 of this
Article III for special meetings of the Board of Directors,
or in a waiver of notice thereof.
SECTION 6. Regular Meetings. Regular meetings of the
Board of Directors shall be held at such times as may be
determined by resolution of the Board of Directors and no
notice shall be required for any regular meeting. Except as
otherwise provided by law, any business may be transacted at
any regular meeting of the Board of Directors.
SECTION 7. Special Meetings; Notice and Waiver of
Notice. Special meetings of the Board of Directors shall be
called by the Secretary on the request of the Chairman of
the Board of Directors, the Chief Executive Officer, or any
three other directors stating the purpose or purposes of
such meeting. Special meetings of the Board shall be held
upon two (2) days' written notice (or notice by other
recorded means such as facsimile transmission) or notice
given personally or by telephone not later than the day
before such meeting. Any such notice (other than any notice
given personally or by telephone) shall be addressed or
delivered to each director at such director's address as it
is shown upon the records of the Corporation or as may have
been given to the Corporation by the director for purposes
of notice or, if such address is not shown on such records
or is not readily ascertainable, at the place in which the
meetings of the directors are regularly held. Notice of any
meeting of the Board of Directors need not be given to any
director if he shall sign a written waiver thereof either
before or after the time stated therein, or if he shall
attend a meeting, except when he attends such meeting for
the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Unless limited
by law, the Certificate of Incorporation, the Bylaws, or by
the terms of the notice thereof, any and all business may be
transacted at any special meeting without the notice thereof
having so specifically enumerated the matters to be acted
upon.
SECTION 8. Organization. The Chairman of the Board shall
preside at all meetings of the Board of Directors at which
he is present. If the Chairman of the Board shall be absent
from any meeting of the Board of Directors, the duties
otherwise provided in this Section 8 to be performed by him
at such meeting shall be performed at such meeting by one of
the directors present. The Secretary of the Corporation
shall act as the secretary at all meetings of the Board of
Directors and in his absence a temporary secretary shall be
appointed by the chairman of the meeting.
SECTION 9. Quorum and Adjournment. Except as otherwise
provided by Section 14 of this Article III, at every meeting
of the Board of Directors a majority of the total number of
Directors shall constitute a quorum but in no event shall a
quorum be constituted by less than two directors. Except as
otherwise provided by law, or by Section 14 of this Article
III, or by Section 1 or Section 8 of Article IV, or by
Section 3 of Article VI, or by Article IX, the vote of a
majority of the directors present at any such meeting at
which a quorum is present shall be the act of the Board of
Directors. In the absence of a quorum, any meeting may be
adjourned, from time to time, until a quorum is present. No
notice of any adjourned meeting need be given other than by
announcement at the meeting that is being adjourned.
Members of the Board of Directors or any committee thereof
may participate in a meeting of the Board of Directors or of
such committee by means of conference telephone or similar
communications by means of which all persons participating
in the meeting can hear each other, and participation in
such a meeting shall constitute presence in person at such
meeting.
SECTION 10. Voting. On any question on which the Board
of Directors shall vote, the names of those voting and their
votes shall be entered in the minutes of the meeting when
any member of the Board of Directors so requests.
SECTION 11. Action without a Meeting. Except as
otherwise provided by law or by the Certificate of
Incorporation, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if prior to such
action all members of the Board of Directors or of such
committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or the committee.
SECTION 12. Resignations. Any director may resign at any
time either by oral tender of resignation at any meeting of
the Board of Directors or by written notice thereof to the
Corporation. Any resignation shall be effective immediately
unless some other time is specified for it to take effect.
Acceptance of any resignation shall not be necessary to make
it effective unless such resignation is tendered subject to
such acceptance.
SECTION 13. Removal of Directors. Any director may be
removed, either for or without cause, at any time, by action
of the holders of record of a majority of the shares of
Common Stock of the Corporation present in person or by
proxy at a meeting of holders of such shares and entitled to
vote thereon, and the vacancy in the Board of Directors
caused by any such removal may be filled by action of such
stockholders at such meeting or at any subsequent meeting.
SECTION 14. Filling of Vacancies Not Caused by Removal.
Except as otherwise provided by law, in case of any increase
in the number of directors, or of any vacancy created by
death, resignation or disqualification, the additional
director or directors may be elected or the vacancy or
vacancies may be filled, as the case may be, by the Board of
Directors at any meeting by affirmative vote of a majority
of the remaining directors or by a sole remaining director
though the remaining director or directors be less than the
quorum provided for in Section 9 of this Article III. The
directors so chosen shall hold office until the next Annual
Meeting of Stockholders and until their successors are
elected and qualify or until their earlier resignation,
removal or disqualification.
SECTION 15. Directors' Compensation. Directors shall
receive such reasonable compensation for their services as
such, whether in the form of salary or a fixed fee for
attendance at meetings, with expenses, if any, as the Board
of Directors may from time to time determine. Nothing
herein contained shall be construed to preclude any director
from serving the Corporation in any other capacity and
receiving compensation therefor.
ARTICLE IV
EXECUTIVE COMMITTEE
SECTION 1. Constitution and Powers. The Board of
Directors may, by resolution adopted by affirmative vote of
a majority of the whole Board of Directors, appoint an
Executive Committee, which shall have and may exercise,
during the intervals between the meetings of the Board of
Directors, all the powers and authority of the Board of
Directors in the management of the business, properties and
affairs of the Corporation, including authority to issue
stock of the Corporation and to take all action provided in
the Bylaws to be taken by the Board of Directors; provided,
however, that the foregoing is subject to the applicable
provisions of law and shall not be construed as authorizing
action by the Executive Committee with respect to any action
which pursuant to Section 14 of Article III, this Section 1
and Section 8 of this Article IV, Section 3 of Article VI
and Article IX is required to be taken by vote of a
specified proportion of the whole Board of Directors, or
with respect to action pursuant to Section 2 of the Article
III, or as granting the Executive Committee the power or
authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the
Corporation's property in assets, recommending to the
stockholders a dissolution of the Corporation or a
revocation of a dissolution or declaring a dividend. The
Executive Committee shall consist of such number of
directors as may from time to time be designated by the
Board of Directors, but shall not be less than two (2) nor
more than twelve (12) directors. So far as practicable, the
members of the Executive Committee shall be appointed at the
organization meeting of the Board of Directors in each year,
and, unless sooner discharged by affirmative vote of a
majority of the whole Board of Directors, shall hold office
until the next Annual Meeting of Stockholders and until
their respective successors are appointed. All acts done
and powers conferred by the Executive Committee shall be
deemed to be, and may be certified as being, done or
conferred under authority of the Board of Directors.
SECTION 2. Place of Meetings. Meetings of the Executive
Committee may be held at any place, within or without the
State of Delaware, from time to time designated by the Board
of Directors or the Executive Committee.
SECTION 3. Meetings; Notice and Waiver of Notice.
Regular meetings of the Executive Committee shall be held at
such times as may be determined by resolution either of the
Board of Directors or the Executive Committee and no notice
shall be required for any regular meeting. Special meetings
of the Executive Committee shall be called by the Secretary
upon request of any two members thereof. Notices of special
meetings shall be mailed to each member, addressed to him at
his residence or usual place of business, not later than two
(2) days before the day on which the meeting is to be held,
or shall be sent to him at such place by telegraph,
facsimile transmission, cable or any other form of recorded
communication, or be delivered personally or by telephone,
not later than the day before the day of such meeting.
Neither the business to be transacted at, nor the purpose
of, any special meeting of the Executive Committee need be
specified in any notice or written waiver of notice unless
so required by the Certificate of Incorporation or the
Bylaws. Notices of any such meeting need not be given to
any member of the Executive Committee, however, if waived by
him as provided in Section 7 of Article III, the provisions
of such Section 7 with respect to waiver of notice of
meetings of the Board of Directors applying to meetings of
the Executive Committee as well.
SECTION 4. Organization. The Chairman of the Board of
Directors shall preside at all meetings. In the absence of
the Chairman, one of the members shall be chosen to preside
at such meeting. The Secretary of the Corporation shall act
as secretary at all meetings of the Executive Committee and
in his absence a temporary secretary shall be appointed by
the chairman of the meeting.
SECTION 5. Quorum and Adjournment. A majority of the
members of the Executive Committee shall constitute a quorum
for the transaction of business, and the act of a majority
of those present at any meeting at which a quorum is present
shall be the act of the Executive Committee. In the absence
of a quorum, any meeting may be adjourned from time to time
until a quorum is present. No notice of any adjourned
meeting need be given other than by announcement at the
meeting that is being adjourned. The provisions of Section
9 of Article III with respect to participation in a meeting
of a committee of the Board of Directors and the provisions
of Section 11 of Article III with respect to action taken by
a committee of the Board of Directors without a meeting
shall apply to participation in meetings of and action taken
by the Executive Committee.
SECTION 6. Voting. On any question on which the
Executive Committee shall vote, the names of those voting
and their votes shall be entered in the minutes of the
meeting when any member of the Executive Committee so
requests.
SECTION 7. Records. The Executive Committee shall keep
minutes of its acts and proceedings, which shall be
submitted at the next regular meeting of the Board of
Directors unless sooner submitted at an organization or
special meeting of the Board of Directors, and any action
taken by the Board of Directors with respect thereto shall
be entered in the minutes of the Board of Directors.
SECTION 8. Vacancies; Alternate Members; Absences. Any
vacancy among the appointed members of the Executive
Committee may be filled by affirmative vote of a majority of
the whole Board of Directors. The Board of Directors may
designate one or more directors as alternate members of the
Executive Committee who may replace any absent or
disqualified member at any meeting of the Executive
Committee. In the absence or disqualification of any member
of the Executive Committee, the member or members thereof
present at any meeting and not disqualified from voting,
whether or not constituting a quorum, may unanimously
appoint another member of the Board of Directors to act at
the meeting in the place of any such absent or disqualified
member.
ARTICLE V
OTHER COMMITTEES
SECTION 1. Appointing Other Committees. The Board of
Directors may from time to time, by resolution adopted by
affirmative vote of a majority of the whole Board of
Directors, appoint other committees of the Board of
Directors which shall have such powers and duties as the
Board of Directors may properly determine. No such other
committee of the Board of Directors shall be composed of
fewer than two directors. The Board of Directors may
designate one or more directors as alternate members of any
such committee who may replace any absent or disqualified
member at any meeting of such committee. In the absence or
disqualification of any member of such committee, the member
or members thereof present at any meeting and not
disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member
of the Board of Directors to act at the meeting in the place
of any such absent or disqualified member.
SECTION 2. Place and Time of Meetings; Notice and Waiver
of Notice; Records. Meetings of such committees of the
Board of Directors may be held at any place, within or
without the State of Delaware, from time to time designated
by the Board of Directors or the committee in question.
Regular meetings of any such committee shall be held at such
times as may be determined by resolution of the Board of
Directors or the committee in question, and no notice shall
be required for any regular meeting. A special meeting of
any such committee shall be called by resolution of the
Board of Directors, or by the Secretary, or an Assistant
Secretary, upon the request of any member of the committee.
The provisions of Section 3 of Article IV with respect to
notice and waiver of notice of special meetings of the
Executive Committee shall also apply to all special meetings
of other committees of the Board of Directors. Any such
committee may make rules for holding and conducting its
meetings and shall keep minutes of all meetings.
SECTION 3. Quorum and Adjournment. One-third of the
members of any such committee shall constitute a quorum for
the transaction of business, and the act of a majority of
those present at any meeting at which a quorum is present
shall be the act of such committee. In the absense of a
quorum, any meeting may be adjourned from time to time
until a quorum is present. No notice of any adjourned
meeting need be given other than by announcement at the
meeting that is being adjourned. The provisions of Section
9 of Article III with respect to participation in a meeting
of a committee of the Board of Directors and the provisions
of Section 11 of Article III with respect to action taken
by a committee of the Board of Directors without a meeting
shall apply to participation in meetings of and action
taken by any such committee.
ARTICLE VI
THE OFFICERS
SECTION 1. Officers. The officers of the Corporation may
include a Chairman of the Board of Directors, a Chief
Executive Officer, a President, one or more Vice Presidents,
a Secretary, a Chief Financial Officer, a Treasurer and a
Controller. The officers shall be appointed by the Board of
Directors. The Board of Directors may also appoint a Vice
Chairman of the Board, one or more Assistant Vice
Presidents, Assistant Secretaries, Assistant Treasurers and
such other officers and agents as in their judgment may be
necessary or desirable. The Chairman of the Board and the
Chief Executive Officer shall be selected from among the
Directors.
SECTION 2. Terms of Office; Vacancies. So far as is
practicable, all officers shall be appointed at the
organization meeting of the Board of Directors in each year,
and, except as otherwise provided in Sections 3 and 4 of
this Article VI, shall hold office until the organization
meeting of the Board of Directors in the next subsequent
year and until their respective successors are elected and
qualify, or until they sooner die, retire, resign or are
removed. If any vacancy shall occur in any office, the
Board of Directors may appoint a successor to fill such
vacancy for the remainder of the term.
SECTION 3. Removal of Officers. Any officer may be
removed at any time, either for or without cause, by
affirmative vote of a majority of the whole Board of
Directors, at any regular meeting or at any special meeting
called for that purpose.
SECTION 4. Resignations. Any officer may resign at any
time, upon written notice of resignation to the Corporation.
Any resignation shall be effective immediately unless some
other date is specified for it to take effect, and
acceptance of any resignation shall not be necessary to make
it effective unless such resignation is tendered subject to
such acceptance.
SECTION 5. Officers Holding More Than One Office. Any
officer may hold two or more offices, the duties of which
can be consistently performed by the same person.
SECTION 6. Chairman of the Board. The Chairman of the
Board shall preside at all meetings of the stockholders and
at all meetings of the Board and shall have such other
powers and duties as may from time to time be assigned by
the Board or as set forth in these Bylaws.
SECTION 7. Chief Executive Officer. The Chief Executive
Officer, subject to the control of the Board and the
committees of the Board, is the general manager of the
Corporation. The Chief Executive Officer shall have
supervising authority over and may exercise general
executive power concerning the supervision, direction and
control of the business and officers of the Corporation,
with the authority from time to time to delegate to the
President and other officers such executive powers and
duties as the Chief Executive Officer may deem advisable.
In the absence of the Chairman of the Board, the Chief
Executive Officer shall preside at all meetings of the Board
and the stockholders.
SECTION 8. President. The President is the chief
operating officer of the Corporation and, subject to the
control of the Board, the committees of the Board and the
Chief Executive Officer, has supervisory authority over and
may exercise general executive powers concerning the
operations, business and subordinate officers of the
Corporation, with the authority from time to time to
delegate to other officers such executive powers and duties
as the President may deem advisable. In the absence of the
Chairman of the Board and the Chief Executive Officer, the
President shall preside at all meetings of the stockholders.
The President has the general powers and duties of
management usually vested in the office of President of a
corporation and such other powers and duties as may be
prescribed by the Board.
SECTION 9. Vice Presidents. In the absence or disability
of the President, the Vice Presidents in order of their rank
as fixed by the Board or, if not ranked, the Vice President
designated by the Board, shall perform all duties of the
President and, when so acting, shall have all the powers of,
and be subject to all the restrictions upon, the President.
The Vice Presidents shall have such other powers and perform
such other duties as from time to time may be prescribed for
them respectively by the Board. The Board of Directors may
from time to time designate one or more Vice Presidents as
Executive Vice Presidents or as Senior Vice Presidents.
SECTION 10. Secretary. The Secretary shall keep or cause
to be kept, at the principal office and such other place as
the Board may order, a book of minutes of all meetings of
stockholders, the Board and its committees, with the time
and place of holding, whether regular or special, and if
special, how authorized, the notice thereof given, the names
of those present at Board and committee meetings, and the
number of shares present or represented at stockholders'
meetings, and the proceedings thereof. The Secretary shall
keep, or cause to be kept, a copy of the Bylaws of the
Corporation at the principal office or business office. The
Secretary shall keep, or cause to be kept, at the principal
office a share register, or a duplicate share register,
showing the name of the stockholders and their addresses,
the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number
and date of cancellation of every certificate surrendered
for cancellation. The Secretary shall give, or cause to be
given, notice of all meetings of the stockholders and of the
Board and of any committees thereof required by these Bylaws
or by law to be given, shall keep the seal of the
Corporation in safe custody, and shall have such other
powers and perform such other duties as may be prescribed by
the Board.
SECTION 11. Chief Financial Officer. The Chief Financial
Officer shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties
and business transactions of the Corporation. The books of
account shall at all times be open to inspection by any
director. The Chief Financial Officer shall deposit all
moneys and other valuables in the name and to the credit of
the Corporation with such depositories as may be designated
by the Board. The Chief Financial Officer shall disburse
the funds of the Corporation as may be ordered by the Board,
shall render to the Chief Executive Officer and directors,
whenever they request it, an account of all transactions as
Chief Financial Officer and of the financial condition of
the Corporation, and shall have such other powers and
perform such other duties as may be prescribed by the Board.
The financial officer or officers who are subordinate to the
Chief Financial Officer (including a Treasurer, if one is
appointed), if any, shall, in the absence or disability of
the Chief Financial Officer, or at his request, or if a
vacancy shall exist perform his duties and exercise his
powers and authority, and shall perform such other duties
and have such other powers as the Board of Directors may
from time to time prescribe.
SECTION 12. Treasurer. Subject to the direction of the
Board, the Chief Executive Officer, the President and the
Chief Financial Officer, the Treasurer shall have the care
and custody of all the funds of the Corporation and shall
deposit the same in such banks or other depositories as the
Board of Directors, or any officer or officers thereunto
duly authorized by the Board of Directors, shall, from time
to time, direct or approve. He shall generally perform all
the duties usually appertaining to the affairs of the
treasurer of a corporation. When required by the Board of
Directors, he shall give bonds for the faithful discharge of
his duties in such sums and with such sureties as the Board
of Directors shall approve.
SECTION 13. Controller. The Controller is the Chief
Accounting Officer of the Corporation. The Controller shall
keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business
transactions of the Corporation, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses,
capital, surplus and surplus shares. The Controller is
responsible for the formulation of the Corporation's
accounting policies, procedures and practices, and the
preparation of the Corporation's financial reports. The
Controller shall establish and administer a plan for the
financial control of the Corporation and compare performance
with that plan. The Controller shall have such other powers
and duties as the Board of Directors may from time to time
prescribe.
SECTION 14. Additional Powers and Duties. In addition to
the foregoing especially enumerated duties and powers, the
several officers of the Corporation shall perform such other
duties and exercise such further powers as the Board of
Directors may, from time to time, determine, or as may be
assigned to them by any superior officer.
ARTICLE VII
STOCK AND TRANSFERS OF STOCK
SECTION 1. Stock Certificates. The capital stock of the
Corporation shall be represented by certificates signed by
the Chairman of the Board, the Chief Executive Officer, the
President or a Vice President and also by any one of the
Secretary, any Assistant Secretary, the Chief Financial
Officer or the Treasurer, and shall be sealed with the seal
of the Corporation. Any or all of the signatures of such
officers may be a facsimile. The seal may be a facsimile,
engraved or printed. In case any such officer who has
signed any such certificate shall have ceased to be such
officer before such certificate is issued, it may
nevertheless be issued by the Corporation with the same
effect as if he were such officer at the date of issue. The
certificates representing the Common Stock of the
Corporation shall be in such form as shall be approved by
the Board of Directors.
SECTION 2. Registration of Transfers of Stock.
Registration of a transfer of stock shall be made on the
books of the Corporation only upon presentation by the
person named in the certificate evidencing such stock, or by
an attorney lawfully constituted in writing, and upon
surrender and cancellation of such certificate, with duly
executed assignment and power of transfer endorsed thereon
or attached thereto, and with such proof of the authenticity
of the signature thereon as the Corporation or its agents
may reasonably require.
SECTION 3. Lost Certificates. In case any certificate of
stock shall be lost, stolen or destroyed, the Board of
Directors, in its discretion, or any officer or officers
thereunto duly authorized by the Board of Directors, may
authorize the issuance of a substitute certificate in the
place of the certificate so lost, stolen or destroyed;
provided, however, that, in each such case, the Corporation
may require the owner of the lost, stolen or destroyed
certificate, or his legal representative, to give the
Corporation evidence which the Corporation determines in its
discretion is satisfactory of the loss, theft, or
destruction of such certificate and of the ownership
thereof, and may also require a bond sufficient to indemnify
it against any claim that may be made against it on account
of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
SECTION 4. Determination of Stockholders of Record for
Certain Purposes.
In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) days prior to
any such action.
SECTION 5. Registered Stockholders. The Corporation
shall be entitled to treat the holder of record of any share
or shares of stock of the Corporation as the holder in fact
thereof and shall not be bound to recognize any equitable or
other claim to or interest in such share on the part of any
other person, whether or not it shall have express or other
notice thereof, except as expressly provided by applicable
law.
ARTICLE VIII
MISCELLANEOUS
SECTION 1. Seal. The seal of the Corporation shall have
inscribed thereon the name of the Corporation and the words
"Corporate Seal, Delaware."
SECTION 2. Fiscal Year. The fiscal year of the
Corporation shall be determined by the Board of Directors.
SECTION 3. References to Article and Section Numbers and
to the Bylaws and the Certificate of Incorporation.
Whenever in the Bylaws reference is made to an Article or
Section number, such reference is to the number of an
Article or Section of the Bylaws. Whenever in the Bylaws
reference is made to the Bylaws, such reference is to these
Bylaws of the Corporation, as the same may from time to time
be amended, and whenever reference is made to the
Certificate of Incorporation, such reference is to the
Certificate of Incorporation of the Corporation, as the same
may from time to time be amended.
SECTION 4. Books of the Corporation. Except as otherwise
provided by law, the books of the Corporation shall be kept
at the principal place of business of the Corporation.
ARTICLE IX
AMENDMENTS
The Bylaws may be altered, amended or repealed at any
annual meeting of stockholders, or at any special meeting of
holders of shares of stock entitled to vote thereon,
provided that in the case of a special meeting notice of
such proposed alteration, amendment or repeal be included in
the notice of meeting, by a vote of the holders of a
majority of the shares of stock present in person or by
proxy at the meeting and entitled to vote thereon, or
(except as otherwise expressly provided in any Bylaws
adopted by the stockholders) by the Board of Directors at
any valid meeting by affirmative vote of a majority of the
whole Board of Directors.
Exhibit 5.1
May 2, 1996
Inter-Regional Financial Group, Inc.
Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402-4422
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8
that you intend to file with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended,
for the purpose of registering 3,000,000 shares (the "Shares") of
Common Stock, par value $.125 per share, of Inter-Regional
Financial Group, Inc. (the "Company"), which may be issued
pursuant to the Company's 1996 Stock Incentive Plan (the "Plan").
We have examined such documents and have reviewed such questions
of law as we have considered necessary and appropriate for the
purposes of this opinion.
Based on the foregoing, we are of the opinion that, assuming
that the purchase price for the Shares is at least equal to the
par value of the Shares, the Shares that will be originally
issued in connection with the Plan, when issued and paid for in
accordance with the Plan, will be duly authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
Dorsey & Whitney LLP
------------------------
Dorsey & Whitney LLP
RAR
Exhibit 23.1
May 2, 1996
Inter-Regional Financial Group, Inc.
Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402-4422
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8
that you intend to file with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended,
for the purpose of registering 3,000,000 shares (the "Shares") of
Common Stock, par value $.125 per share, of Inter-Regional
Financial Group, Inc. (the "Company"), which may be issued
pursuant to the Company's 1996 Stock Incentive Plan (the "Plan").
We have examined such documents and have reviewed such questions
of law as we have considered necessary and appropriate for the
purposes of this opinion.
Based on the foregoing, we are of the opinion that assuming
that the purchase price for the Shares is at least equal to the
par value of the Shares, the Shares that will be orginally
isseud in connection with the Plan, when issued and paid for in
accordance with the Plan, will be duly authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
Dorsey & Whitney LLP
-----------------------------
Dorsey & Whitney LLP
RAR
Exhibit 23.2
Independent Auditors' Consent
The Board of Directors
Inter-Regional Financial Group, Inc.:
We consent to the use of our report incorporated herein by
reference in the Registration Statement.
KPMG Peat Marwick L.L.P.
- ----------------------------------
KPMG Peat Marwick L.L.P.
Minneapolis, Minnesota
May 1, 1996
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Irving
Weiser and Louis C. Fornetti, and each of them, his or her true
and lawful attorneys-in-fact and agents, each acting alone, with
full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all
capacities to sign a Registration Statement on Form S-8 of
Inter-Regional Financial Group, Inc. (the "Company") relating
to the Company's 1996 Stock Incentive Plan, and any and all
amendments thereto, including post-effective amendments, 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 or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, each acting alone, or the substitutes for such
attorneys-in-fact and agents, may lawfully do or cause to be done
by virtue hereof.
Signature Title Date
- --------- ----- ----
Irving Weiser Chairman of the Board, May 1, 1996
- ----------------------- President, Chief Executive
Irving Weiser Officer and Director
(principal executive officer)
Louis C. Fornetti Executive Vice President May 1, 1996
- ----------------------- and Chief Financial Officer
Louis C. Fornetti (principal financial officer)
Daniel J. Reuss Senior Vice President, May 1, 1996
- ----------------------- Controller and Treasurer
Daniel J. Reuss (principal accounting officer)
John C. Appel Executive Vice President May 1, 1996
- ----------------------- and Director
John C. Appel
J. Evans Attwell Director May 1, 1996
- -----------------------
J. Evans Attwell
Susan S. Boren Director May 1, 1996
- -----------------------
Susan S. Boren
F. Gregory Fitz-Gerald Director May 1, 1996
- -----------------------
F. Gregory Fitz-Gerald
C.A. Rundell, Jr. Director May 1, 1996
- ----------------------
C.A. Rundell, Jr.
Director May 1, 1996
- ----------------------
Robert L. Ryan
Arthur R. Schulze, Jr. Director May 1, 1996
- ----------------------
Arthur R. Schulze, Jr.
