SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
- --- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1996
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
- --- OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-8186
Inter-Regional Financial Group, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 41-1228350
(State or other jurisdiction (IRS Employer
of incorporation of organization) Identification
Number)
Dain Bosworth Plaza, 60 South Sixth Street
Minneapolis, Minnesota 55402-4422
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 371-7750
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
As of April 30, 1996, the Company had 12,106,819 shares of common
stock outstanding.
INTER-REGIONAL FINANCIAL GROUP, INC. AND SUBSIDIARIES
REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1996
INDEX
Page
----
I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Balance Sheet......................... 1
Consolidated Statements of Operations.............. 2
Consolidated Statements of Cash Flows.............. 3
Notes to Consolidated Financial Statements......... 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................ 5
II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K................... 7
Signatures......................................... 8
Index of Exhibits.................................. 9
Exhibits........................................... 10
I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
INTER-REGIONAL FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<CAPTION>
March 31, December 31,
1996 1995
--------------------------
(Unaudited)
<S> <C> <C>
Assets:
Cash and cash equivalents $31,289 $26,167
Cash and short-term investments
segregated for regulatory purposes 456,000 411,000
Receivable from customers 766,283 763,793
Receivable from brokers and dealers 292,313 257,717
Securities purchased under
agreements to resell 224,695 80,233
Trading securities owned,
at market 339,259 322,892
Equipment, leasehold improvements
and buildings, net 30,363 31,108
Other receivables 67,435 80,838
Deferred income taxes 33,205 31,993
Other assets 15,944 16,167
--------- ---------
$2,256,786 $2,021,908
========= =========
Liabilities and Shareholders' Equity:
Liabilities:
Short-term borrowings $187,590 $97,000
Drafts payable 45,301 50,431
Payable to customers 980,827 982,098
Payable to brokers and dealers 310,935 254,542
Securities sold under repurchase
agreements 74,059 120,808
Trading securities sold, but not
yet purchased, at market 223,038 61,050
Accrued compensation 64,251 95,988
Other accrued expenses and accounts
payable 78,606 84,973
Accrued income taxes 16,883 11,114
Subordinated and other debt 37,138 41,410
--------- ---------
2,018,628 1,799,414
--------- ---------
Shareholders' equity:
Common stock 1,512 1,508
Additional paid-in capital 78,533 76,623
Retained earnings 158,113 144,363
--------- ---------
238,158 222,494
--------- ---------
$2,256,786 $2,021,908
========= =========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
INTER-REGIONAL FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per-share amounts)
<CAPTION>
Three Months Ended March 31,
1996 1995
----------------------------
<S> <C> <C>
Revenues:
Commissions $54,860 $36,170
Principal transactions 46,478 44,137
Investment banking and underwriting 26,142 17,888
Interest 26,930 25,299
Asset management 8,104 5,715
Correspondent clearing 3,829 2,579
Other 4,436 2,240
------- -------
Total revenues 170,779 134,028
Interest expense (14,745) (15,187)
------- -------
Net revenues 156,034 118,841
------- -------
Expenses excluding interest:
Compensation and benefits 97,112 77,896
Communications 10,084 10,052
Occupancy and equipment rental 8,589 7,981
Travel and promotional 4,796 4,343
Floor brokerage and clearing fees 2,617 2,471
Other 9,547 7,372
------- -------
Total expenses excluding interest 132,745 110,115
------- -------
Earnings:
Earnings before income taxes 23,289 8,726
Income tax expense (8,209) (3,163)
------- -------
Net earnings $15,080 $5,563
======= =======
Earnings per common and common
equivalent share:
Primary and fully diluted $1.20 $.45
======= =======
Dividends per share $.11 $.10-2/3
======= =======
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
INTER-REGIONAL FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
<CAPTION>
Three Months ended March 31,
1996 1995
-----------------------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $15,080 $5,563
Adjustments to reconcile net
earnings to cash provided (used) by
operating activities:
Depreciation and amortization 2,205 2,610
Deferred income taxes (1,212) (539)
Other non-cash items 3,231 1,800
Cash and short-term investments
segregated for regulatory purposes (45,000) (30,000)
Net receivable from/payable to
brokers and dealers 21,797 34,449
Securities purchased under agreements
to resell (144,462) (249,093)
Net trading securities owned and
trading securities sold, but not
yet purchased 145,621 53,230
Short-term borrowings and drafts
payable of securities companies 85,460 (56,647)
Net payables to customers (3,761) 65,929
Securities sold under repurchase
agreements (46,749) 193,959
Accrued compensation (31,737) (23,336)
Other 13,224 17,554
------- -------
Cash provided by operating activities 13,697 15,479
------- -------
Cash flows from financing activities:
Proceeds from:
Issuance of common stock 355 320
Payments for:
Subordinated and other debt (4,272) (1,753)
Dividends on common stock (1,330) (1,291)
Revolving credit agreement, net - (15,000)
------- -------
Cash (used) by financing activities (5,247) (17,724)
------- -------
Cash flows from investing activities:
Proceeds from investment dividends
and sales 58 25
Payments for equipment, leasehold
improvements and other (3,386) (3,117)
------- -------
Cash (used) for investing activities (3,328) (3,092)
------- -------
Increase (decrease) in cash and cash
equivalents 5,122 (5,337)
Cash and cash equivalents:
At beginning of period 26,167 22,764
------- -------
At end of period $31,289 $17,427
======= =======
<FN>
Income tax payments totaled $3,653,000 and $187,000 and interest
payments totaled $13,049,000 and $13,984,000 during the three
months ended March 31, 1996 and 1995, respectively.
During the three months ended March 31, 1996, the Company had
non-cash financing activity of $1,559,000 associated with
crediting of common stock to Wealth Accumulation Plan
participants.
See accompanying notes to consolidated financial statements.
</TABLE>
INTER-REGIONAL FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A. Condensed Consolidated Financial Statements
The accompanying unaudited interim consolidated financial
statements have been prepared in accordance with the
instructions for Form 10-Q and do not include all the
information and footnotes required by generally accepted
accounting principles for complete financial statements and
should be read in conjunction with the consolidated
financial statements and related notes included in the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995. In the opinion of management, all
adjustments necessary for a fair presentation of such
interim consolidated financial statements have been
included. All such adjustments are of a normal recurring
nature. The results of operations for the three-month
period ended March 31, 1996, are not necessarily indicative
of results expected for subsequent periods.
Certain prior year amounts in the financial statements have
been reclassified to conform to the 1996 presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This discussion should be read in conjunction with Item 7
(Management's Discussion and Analysis) of the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
Summary
Consolidated net earnings were $15.1 million in the 1996 first
quarter, a Company record and an increase of $9.5 million or 171
percent over the first quarter of 1995. Net revenues for the
quarter were also a Company record $156.0 million, up $37.2
million or 31 percent over the prior year quarter. The Company,
along with the rest of the securities industry, benefited from
the relative strength of financial markets that existed since the
second half of 1995. Compared with the first quarter of 1995,
the Company also benefited from a larger portion of its business
mix being comprised of higher margin corporate investment banking
activities as well as from increased productivity across nearly
all of its business lines that management believes resulted from:
(1) previous investments in the size and quality of its private
client sales forces; (2) refocusing of the Equity Capital Markets
Group within Dain Bosworth; and (3) cost-containment actions
taken within the Company's Fixed Income Groups.
Results of Operations:
<TABLE>
<CAPTION>
Three Months ended March 31,
(Unaudited, in thousands) 1996 1995
----------------------------
<S> <C> <C>
Net Revenues:
Dain Bosworth Incorporated $103,312 $76,388
Rauscher Pierce Refsnes, Inc. 51,783 41,799
Corporate, other and eliminations 939 654
------- -------
$156,034 $118,841
======= =======
Earnings (Loss) before income taxes:
Dain Bosworth Incorporated $17,159 $5,685
Rauscher Pierce Refsnes, Inc. 6,531 3,349
Corporate, other and eliminations (401) (308)
------- -------
$23,289 $8,726
======= =======
</TABLE>
Commission revenues increased 18.7 million or 52 percent during
the first quarter of 1996 over the first quarter of 1995 as a
result of higher sales of mutual funds, over-the-counter equity
securities sold on an agency basis and listed securities to
individual and institutional investors. Contributing to the
increase was a 28-percent increase in the New York Stock
Exchange's average daily trading volume and general increases in
securities prices.
The $2.3 million or 5 percent increase in principal transaction
revenues was primarily due to improved sales and trading results
in: (1) over-the-counter equity securities driven chiefly by
strong equity markets and increased demand for such securities by
the Company's individual and institutional customers; and (2)
taxable fixed income securities driven principally by
comparatively stronger taxable fixed income markets and increased
demand for corporate fixed income securities from the Company's
individual and institutional customers as a result of
comparatively higher yields offered by these products over
alternative investments.
Investment banking and underwriting revenues increased $8.3
million or 46 percent during the quarter over the prior year.
The increase was primarily the result of an increase in mergers
and acquisitions and underwriting services performed for the
Company's corporate clients.
Net interest income increased $2.1 million or 21 percent during
the first quarter over prior year levels as the positive effects
of increases in customer margin and credit balances were
partially offset by slight decreases in interest rate spreads
earned on such balances. During the 1996 second quarter, the
Company plans to begin offering new cash management products to
certain segments of its customers. Management believes that
implementation of new cash management products and services will
result in higher asset management revenues, but will be offset by
lower net interest income and, accordingly, is not initially
expected to have a material effect on net earnings. As long as
favorable interest rate spreads are maintained and the level of
interest-bearing accounts remains significant, the Company
expects net interest income to continue to be a significant
component of its earnings.
Asset management revenues increased $2.4 million or 42 percent
over the 1995 first quarter as a result of larger volumes of
assets in fee-based, managed account programs at Dain Bosworth
and Rauscher Pierce Refsnes, as well as a 46-percent increase in
assets under management at IFG Asset Management Services, Inc.
Revenues from correspondent clearing rose $1.3 million or 49
percent from the prior year as the average number of
correspondent brokerage firms served by RPR Correspondent
Services increased by 26 percent from the first quarter of 1995.
The Company also benefited from increased trade volumes from such
correspondents.
During the 1996 first quarter, compensation and benefits
expense increased $19.2 million or 25 percent primarily from
increased commissions, incentive compensation and related
benefits due to higher operating revenues and earnings as well as
general salary increases. Such increases were partially offset
by the effects of a 1-percent decline in the average number of
employees in the 1996 first quarter compared with the 1995 first
quarter.
Expenses other than compensation and benefits increased $3.4
million or 11 percent over the 1995 period principally due to:
(1) increased litigation-related expenses; (2) increased
occupancy costs related to the expansion and/or improvement of
numerous operating office locations during 1995; and (3) volume-
driven increases in clearing services and travel and promotional
costs associated with the generation of new business.
LIQUIDITY AND CAPITAL RESOURCES
As described in Note J to the Consolidated Financial Statements
of the Company's 1995 Annual Report on Form 10-K, Regional
Operations Group, Dain Bosworth and Rauscher Pierce Refsnes must
comply with certain regulations of the Securities and Exchange
Commission and the New York Stock Exchange, Inc. measuring
capitalization and liquidity. All three broker-dealers continue
to operate above minimum net capital standards. At March 31,
1996, net capital was $55.0 million at Regional Operations Group,
which was 6.8 percent of aggregate debit balances and $14.6
million in excess of the 5-percent requirement. At March 31,
1996, Dain Bosworth and Rauscher Pierce Refsnes had net capital
of $40.8 million and $26.8 million, respectively, in excess of
their minimum requirements.
On May 1, 1996, the Company's Board of Directors announced that
it would increase the regular quarterly cash dividend paid on the
Company's common stock from $.11 per share to $.15 per share
beginning with the dividend to be paid in the 1996 second
quarter. The determination of future cash dividends, if any, to
be declared and paid will depend on the Company's future
financial condition, earnings and available funds.
In January 1996 the Company entered into a three-year, $4.6
million operating lease agreement to finance the acquisition of
state-of-the-art technology in the form of investment executive
workstations, which the Company believes will improve
productivity and client service of Dain Bosworth and Rauscher
Pierce Refsnes investment executives.
In April 1994 the Company's Board of Directors authorized a
plan to purchase up to 600,000 shares of the Company's common
stock. Purchases of the common stock will be made from time to
time at prevailing market prices in the open market, by block
purchases, or in privately negotiated transactions. The
repurchased shares will be used for the Company's employee stock
option and other benefit plans, or for other corporate purposes.
Through April 30, 1996, the Company had repurchased 541,000
shares in accordance with this program at a cost of $10.4
million.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits
Item
No. Item Method of Filing
---- ---- ----------------
4.1 Restated Certificate Incorporated by
of Incorporation of reference to Exhibit 4.1
the Company dated to the Company's
May 2, 1996, and by Registration Statement
amendment dated May on Form S-8 dated May 2,
2, 1996. 1996, File No. 33-03113.
4.2 Amended and Restated Incorporated by
Bylaws of the reference to Exhibit 4.2
Company, as amended to the Company's
through May 2, 1996. Registration Statement
on Form S-8 dated May 2,
1996, File No. 33-03113.
10 IFG 1996 Stock Filed herewith.
Incentive Plan.
11 Computation of Net Filed herewith.
Earnings Per Share.
27 Financial Data Filed herewith.
Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
March 31, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
INTER-REGIONAL FINANCIAL GROUP, INC.
Date: May 14, 1996 By Louis C. Fornetti
-----------------------
Louis C. Fornetti
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
By Daniel J. Reuss
----------------------
Daniel J. Reuss
Senior Vice President,
Corporate Controller
and Treasurer
(Principal Accounting Officer)
INTER-REGIONAL FINANCIAL GROUP, INC. AND SUBSIDIARIES
INDEX OF EXHIBITS TO QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1996
(a) Exhibits
Item
No. Item Method of Filing
---- ---- ----------------
4.1 Restated Certificate Incorporated by
of Incorporation of reference to Exhibit 4.1
the Company dated to the Company's
May 2, 1996, and by Registration Statement
amendment dated May on Form S-8 dated May 2,
2, 1996. 1996, File No. 33-03113.
4.2 Amended and Restated Incorporated by
Bylaws of the reference to Exhibit 4.2
Company, as amended to the Company's
through May 2, 1996. Registration Statement
on Form S-8 dated May 2,
1996, File No. 33-03113.
10 IFG 1996 Stock Filed herewith.
Incentive Plan.
11 Computation of Net Filed herewith.
Earnings Per Share.
27 Financial Data Filed herewith.
Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
March 31, 1996.
EXHIBIT 10
IFG 1996 STOCK INCENTIVE PLAN
Section 1. Purpose.
The purpose of the Plan is to promote the interests of
the Company and its stockholders by aiding the Company in
attracting and retaining key management personnel capable of
assuring the future success of, and Non-Employee Directors
capable of providing strategic direction to, the Company, to
offer such personnel and directors incentives to put forth
maximum efforts for the success of the Company's business, and to
afford such personnel and directors an opportunity to acquire a
proprietary interest in the Company, thereby further aligning the
interests of such personnel and directors with the Company's
stockholders.
Section 2. Definitions.
As used in the Plan, the following terms shall have the
meanings set forth below:
(a) "Affiliate" shall mean (i) any entity that,
directly or indirectly through one or more intermediaries, is
controlled by the Company and (ii) any entity in which the
Company has a significant equity interest, in each case as
determined by the Committee.
(b) "Award" shall mean any Option, Stock Appreciation
Right, Restricted Stock, Restricted Stock Unit, Performance
Award, Dividend Equivalent or Other Stock-Based Award granted
under the Plan.
(c) "Award Agreement" shall mean any written
agreement, contract or other instrument or document evidencing
any Award granted under the Plan.
(d) "Code" shall mean the Internal Revenue Code of
1986, as amended from time to time, and any regulations
promulgated thereunder.
(e) "Committee" shall mean a committee of the Board of
Directors of the Company designated by such Board to administer
the Plan, which shall consist of members appointed from time to
time by the Board of Directors and shall be comprised of not less
than such number of directors as shall be required to permit the
Plan to satisfy the requirements of Rule 16b-3. Each member of
the Committee shall be a "disinterested person" within the
meaning of Rule 16b-3 and an "outside director" within the
meaning of Section 162(m) of the Code.
(f) "Company" shall mean Inter-Regional Financial
Group, Inc., a Delaware corporation, and any successor
corporation.
(g) "Dividend Equivalent" shall mean any right granted
under Section 6(e) of the Plan.
(h) "Eligible Person" shall mean any employee,
officer, consultant or independent contractor providing services
to the Company or any Affiliate who the Committee determines to
be an Eligible Person. A Non-Employee Director shall not be an
Eligible Person.
(i) "Exchange Act" shall mean the Securities and
Exchange Act of 1934, as amended.
(j) "Fair Market Value" shall mean, with respect to
any property (including, without limitation, any Shares or other
securities), the fair market value of such property determined by
such methods or procedures as shall be established from time to
time by the Committee. Notwithstanding the foregoing, unless
otherwise determined by the Committee, the Fair Market Value of
Shares on a given date for purposes of the Plan shall be the
closing sale price of the Shares as reported on the New York
Stock Exchange on such date or, if such Exchange is not open for
trading on such date, on the day closest to such date when such
Exchange is open for trading.
(k) "Incentive Stock Option" shall mean an option
granted under Section 6(a) of the Plan that is intended to meet
the requirements of Section 422 of the Code or any successor
provision.
(l) "Non-Employee Director" shall mean a director who
is not also an employee of the Company or an Affiliate.
(m) "Non-Qualified Stock Option" shall mean an option
granted under Section 6(a) of the Plan that is not intended to be
an Incentive Stock Option.
(n) "Option" shall mean an Incentive Stock Option or a
Non-Qualified Stock Option, and shall include Reload Options.
(o) "Other Stock-Based Award" shall mean any right
granted under Section 6(f) of the Plan.
(p) "Participant" shall mean an Eligible Person
designated to be granted an Award under the Plan.
(q) "Performance Award" shall mean any right granted
under Section 6(d) of the Plan.
(r) "Person" shall mean any individual, corporation,
partnership, association or trust.
(s) "Plan" shall mean this IFG 1996 Stock Incentive
Plan, as amended from time to time.
(t) "Reload Option" shall mean any Option granted
under Section 6(a)(iv) of the Plan.
(u) "Restricted Stock" shall mean any Share granted
under Section 6(c) of the Plan.
(v) "Restricted Stock Unit" shall mean any unit
granted under Section 6(c) of the Plan evidencing the right to
receive a Share (or a cash payment equal to the Fair Market Value
of a Share) at some future date.
(w) "Rule 16b-3" shall mean Rule 16b-3 promulgated by
the Securities and Exchange Commission under the Exchange Act or
any successor rule or regulation.
(x) "Shares" shall mean shares of Common Stock, $.125
par value, of the Company or such other securities or property as
may become subject to Awards pursuant to an adjustment made under
Section 4(c) of the Plan.
(y) "Stock Appreciation Right" shall mean any right
granted under Section 6(b) of the Plan.
Section 3. Administration.
(a) Power and Authority of the Committee. The Plan
shall be administered by the Committee; provided, however, that
Section 7 of the Plan shall not be administered by the Committee
but rather by the Board of Directors subject to the provisions
and restrictions of Section 7. Subject to the express provisions
of the Plan and to applicable law, and except with respect to
Section 7 of the Plan, the Committee shall have full power and
authority to: (i) designate Participants; (ii) determine the
type or types of Awards to be granted to each Participant under
the Plan; (iii) determine the number of Shares to be covered by
(or with respect to which payments, rights or other matters are
to be calculated in connection with) each Award; (iv) determine
the terms and conditions of any Award or Award Agreement;
(v) amend the terms and conditions of any Award or Award
Agreement and accelerate the exercisability of Options or the
lapse of restrictions relating to Restricted Stock, Restricted
Stock Units or other Awards; (vi) determine whether, to what
extent and under what circumstances Awards may be exercised in
cash, Shares, other securities, other Awards or other property,
or canceled, forfeited or suspended; (vii) determine whether, to
what extent and under what circumstances cash, Shares, other
securities, other Awards, other property and other amounts
payable with respect to an Award under the Plan shall be deferred
either automatically or at the election of the holder thereof or
the Committee; (viii) interpret and administer the Plan and any
instrument or agreement relating to, or Award made under, the
Plan; (ix) establish, amend, suspend or waive such rules and
regulations and appoint such agents as it shall deem appropriate
for the proper administration of the Plan; and (x) make any other
determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations and other decisions
under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and
shall be final, conclusive and binding upon any Participant, any
holder or beneficiary of any Award and any employee of the
Company or any Affiliate.
(b) Delegation. The Committee may delegate its powers
and duties under the Plan to one or more officers of the Company
or any Affiliate or a committee of such officers, subject to such
terms, conditions and limitations as the Committee may establish
in its sole discretion; provided, however, that the Committee
shall not delegate its powers and duties under the Plan (i) with
regard to officers or directors of the Company or any Affiliate
who are subject to Section 16 of the Exchange Act or (ii) in such
a manner as would cause the Plan not to comply with the
requirements of Section 162(m) of the Code.
(c) Power and Authority of the Board of Directors.
Notwithstanding anything to the contrary contained herein, the
Board of Directors may, at any time and from time to time,
without any further action of the Committee, exercise the powers
and duties of the Committee under the Plan with regard to any
Person who is not an officer or director of the Company or any
Affiliate who is subject to Section 16 of the Exchange Act.
Section 4. Shares Available for Awards.
(a) Shares Available. Subject to adjustment as
provided in Section 4(c), the aggregate number of Shares which
may be issued under all Awards under the Plan shall be 3,000,000.
Shares to be issued under the Plan may be either Shares
reacquired and held in the treasury or authorized but unissued
Shares. If any Shares covered by an Award or to which an Award
relates are not purchased or are forfeited, or if an Award
otherwise terminates without delivery of any Shares, then the
number of Shares counted against the aggregate number of Shares
available under the Plan with respect to such Award, to the
extent of any such forfeiture or termination, shall again be
available for granting Awards under the Plan. Notwithstanding
the foregoing, the number of Shares available for granting
Incentive Stock Options under the Plan shall not exceed
3,000,000, subject to adjustment as provided in the Plan and
Section 422 or 424 of the Code or any successor provision.
(b) Accounting for Awards. For purposes of this
Section 4, if an Award entitles the holder thereof to receive or
purchase Shares, the number of Shares covered by such Award or to
which such Award relates shall be counted on the date of grant of
such Award against the aggregate number of Shares available for
granting Awards under the Plan.
(c) Adjustments. In the event that the Committee
shall determine that any dividend or other distribution (whether
in the form of cash, Shares, other securities or other property),
recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities
of the Company, issuance of warrants or other rights to purchase
Shares or other securities of the Company or other similar
corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in
order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem
equitable, adjust any or all of (i) the number and type of Shares
(or other securities or other property) which thereafter may be
made the subject of Awards, (ii) the number and type of Shares
(or other securities or other property) subject to outstanding
Awards and (iii) the purchase or exercise price with respect to
any Award; provided, however, that the number of Shares covered
by any Award or to which such Award relates shall always be a
whole number.
(d) Award Limitations Under the Plan. No Eligible
Person may be granted any Award or Awards under the Plan, the
value of which Awards is based solely on an increase in the value
of the Shares after the date of grant of such Awards, for more
than 150,000 Shares in the aggregate in any calendar year. The
foregoing annual limitation specifically includes the grant of
any Awards representing "qualified performance-based
compensation" within the meaning of Section 162(m) of the Code.
Section 5. Eligibility.
Any Eligible Person, including any Eligible Person who
is an officer or director (but not a Non-Employee Director) of
the Company or any Affiliate, shall be eligible to be designated
a Participant. In determining which Eligible Persons shall
receive an Award and the terms of any Award, the Committee may
take into account the nature of the services rendered by the
respective Eligible Persons, their present and potential
contributions to the success of the Company or such other factors
as the Committee, in its discretion, shall deem relevant.
Notwithstanding the foregoing, an Incentive Stock Option may only
be granted to full or part-time employees (which term as used
herein includes, without limitation, officers and directors who
are also employees), and an Incentive Stock Option shall not be
granted to an employee of an Affiliate unless such Affiliate is
also a "subsidiary corporation" of the Company within the meaning
of Section 424(f) of the Code or any successor provision. Non-
Employee Directors shall be eligible to receive Awards of Non-
Qualified Stock Options under the Plan only as provided in
Section 7 of the Plan.
Section 6. Awards.
(a) Options. The Committee is hereby authorized to
grant Options to Participants with the following terms and
conditions and with such additional terms and conditions not
inconsistent with the provisions of the Plan as the Committee
shall determine:
(i) Exercise Price. The purchase
price per Share purchasable under an Option shall be
determined by the Committee; provided, however, that such
purchase price shall not be less than 100% of the Fair
Market Value of a Share on the date of grant of such Option.
(ii) Option Term. The term of each
Option shall be fixed by the Committee.
(iii) Time and Method of Exercise.
The Committee shall determine the time or times at which an
Option may be exercised in whole or in part and the method
or methods by which, and the form or forms (including,
without limitation, cash, Shares, [promissory notes,] other
securities, other Awards or other property, or any
combination thereof, having a Fair Market Value on the
exercise date equal to the relevant exercise price) in
which, payment of the exercise price with respect thereto
may be made or deemed to have been made.
(iv) Reload Options. The Committee may grant Reload
Options, separately or together with another Option,
pursuant to which, subject to the terms and conditions
established by the Committee and any applicable requirements
of Rule 16b-3 or any other applicable law, the Participant
would be granted a new Option when the payment of the
exercise price of a previously granted option is made by the
delivery of Shares owned by the Participant pursuant to
Section 6(a)(iii) hereof or the relevant provisions of
another plan of the Company, and/or when Shares are tendered
or forfeited as payment of the amount to be withheld under
applicable income tax laws in connection with the exercise
of an Option, which new Option would be an Option to
purchase the number of Shares not exceeding the sum of (A)
the number of Shares so provided as consideration upon the
exercise of the previously granted option to which such
Reload Option relates and (B) the number of Shares, if any,
tendered or withheld as payment of the amount to be withheld
under applicable tax laws in connection with the exercise of
the option to which such Reload Option relates pursuant to
the relevant provisions of the plan or agreement relating to
such option. Reload Options may be granted with respect to
Options previously granted under the Plan or any other stock
option plan of the Company, and may be granted in connection
with any Option granted under the Plan or any other stock
option plan of the Company at the time of such grant. Such
Reload Options shall have a per share exercise price equal
to the Fair Market Value as of the date of grant of the new
Option. Any Reload Option shall be subject to availability
of sufficient Shares for grant under the Plan. Shares
surrendered as part or all of the exercise price of the
Option to which it relates that have been owned by the
optionee less than six months will not be counted for
purposes of determining the number of Shares that may be
purchased pursuant to a Reload Option.
(b) Stock Appreciation Rights. The Committee is
hereby authorized to grant Stock Appreciation Rights to
Participants subject to the terms of the Plan and any applicable
Award Agreement. A Stock Appreciation Right granted under the
Plan shall confer on the holder thereof a right to receive upon
exercise thereof the excess of (i) the Fair Market Value of one
Share on the date of exercise (or, if the Committee shall so
determine, at any time during a specified period before or after
the date of exercise) over (ii) the grant price of the Stock
Appreciation Right as specified by the Committee, which price
shall not be less than 100% of the Fair Market Value of one Share
on the date of grant of the Stock Appreciation Right. Subject to
the terms of the Plan and any applicable Award Agreement, the
grant price, term, methods of exercise, dates of exercise,
methods of settlement and any other terms and conditions of any
Stock Appreciation Right shall be as determined by the Committee.
The Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it may deem
appropriate.
(c) Restricted Stock and Restricted Stock Units. The
Committee is hereby authorized to grant Awards of Restricted
Stock and Restricted Stock Units to Participants with the
following terms and conditions and with such additional terms and
conditions not inconsistent with the provisions of the Plan as
the Committee shall determine:
(i) Restrictions. Shares of Restricted Stock and
Restricted Stock Units shall be subject to such restrictions
as the Committee may impose (including, without limitation,
any limitation on the right to vote a Share of Restricted
Stock or the right to receive any dividend or other right or
property with respect thereto), which restrictions may lapse
separately or in combination at such time or times, in such
installments or otherwise as the Committee may deem
appropriate.
(ii) Stock Certificates. Any Restricted Stock granted
under the Plan shall be evidenced by issuance of a stock
certificate or certificates, which certificate or
certificates shall be held by the Company. Such certificate
or certificates shall be registered in the name of the
Participant and shall bear an appropriate legend referring
to the terms, conditions and restrictions applicable to such
Restricted Stock. In the case of Restricted Stock Units, no
Shares shall be issued at the time such Awards are granted.
(iii) Forfeiture; Delivery of
Shares. Except as otherwise determined by the Committee,
upon termination of employment (as determined under criteria
established by the Committee) during the applicable
restriction period, all Shares of Restricted Stock and all
Restricted Stock Units at such time subject to restriction
shall be forfeited and reacquired by the Company; provided,
however, that the Committee may, when it finds that a waiver
would be in the best interest of the Company, waive in whole
or in part any or all remaining restrictions with respect to
Shares of Restricted Stock or Restricted Stock Units. Any
Share representing Restricted Stock that is no longer
subject to restrictions shall be delivered to the holder
thereof promptly after the applicable restrictions lapse or
are waived. Upon the lapse or waiver of restrictions and
the restricted period relating to Restricted Stock Units
evidencing the right to receive Shares, such Shares shall be
issued and delivered to the holders of the Restricted Stock
Units.
(d) Performance Awards. The Committee is hereby
authorized to grant Performance Awards to Participants subject to
the terms of the Plan and any applicable Award Agreement. A
Performance Award granted under the Plan (i) may be denominated
or payable in cash, Shares (including, without limitation,
Restricted Stock and Restricted Stock Units), other securities,
other Awards or other property and (ii) shall confer on the
holder thereof the right to receive payments, in whole or in
part, upon the achievement of such performance goals during such
performance periods as the Committee shall establish. Subject to
the terms of the Plan and any applicable Award Agreement, the
performance goals to be achieved during any performance period,
the length of any performance period, the amount of any
Performance Award granted, the amount of any payment or transfer
to be made pursuant to any Performance Award and any other terms
and conditions of any Performance Award shall be determined by
the Committee.
(e) Dividend Equivalents. The Committee is hereby
authorized to grant Dividend Equivalents to Participants under
which such Participants shall be entitled to receive payments (in
cash, Shares, other securities, other Awards or other property as
determined in the discretion of the Committee) equivalent to the
amount of cash dividends paid by the Company to holders of Shares
with respect to a number of Shares determined by the Committee.
Subject to the terms of the Plan and any applicable Award
Agreement, such Dividend Equivalents may have such terms and
conditions as the Committee shall determine.
(f) Other Stock-Based Awards. The Committee is hereby
authorized to grant to Participants such other Awards that are
denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to, Shares
(including, without limitation, securities convertible into
Shares), as are deemed by the Committee to be consistent with the
purpose of the Plan; provided, however, that such grants must
comply with Rule 16b-3 and applicable law. Subject to the terms
of the Plan and any applicable Award Agreement, the Committee
shall determine the terms and conditions of such Awards. Shares
or other securities delivered pursuant to a purchase right
granted under this Section 6(f) shall be purchased for such
consideration, which may be paid by such method or methods and in
such form or forms (including, without limitation, cash, Shares,
[promissory notes,] other securities, other Awards or other
property or any combination thereof), as the Committee shall
determine, the value of which consideration, as established by
the Committee, shall not be less than 100% of the Fair Market
Value of such Shares or other securities as of the date such
purchase right is granted.
(g) General. Except as otherwise specified with
respect to Awards to Non-Employee Directors pursuant to Section 7
of the Plan:
(i) No Cash Consideration for Awards. Awards shall
be granted for no cash consideration or for such minimal
cash consideration as may be required by applicable law.
(ii) Awards May Be Granted Separately or Together.
Awards may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with or in
substitution for any other Award or any award granted under
any plan of the Company or any Affiliate other than the
Plan. Awards granted in addition to or in tandem with other
Awards or in addition to or in tandem with awards granted
under any such other plan of the Company or any Affiliate
may be granted either at the same time as or at a different
time from the grant of such other Awards or awards.
(iii) Forms of Payment under Awards. Subject to the
terms of the Plan and of any applicable Award Agreement,
payments or transfers to be made by the Company or an
Affiliate upon the grant, exercise or payment of an Award
may be made in such form or forms as the Committee shall
determine (including, without limitation, cash, Shares,
[promissory notes,] other securities, other Awards or other
property or any combination thereof), and may be made in a
single payment or transfer, in installments or on a deferred
basis, in each case in accordance with rules and procedures
established by the Committee. Such rules and procedures may
include, without limitation, provisions for the payment or
crediting of reasonable interest on installment or deferred
payments or the grant or crediting of Dividend Equivalents
with respect to installment or deferred payments.
(iv) Limits on Transfer of Awards. No Award and no
right under any such Award shall be transferable by a
Participant otherwise than by will or by the laws of descent
and distribution; provided, however, that, if so determined
by the Committee, a Participant may, in the manner
established by the Committee, designate a beneficiary or
beneficiaries to exercise the rights of the Participant and
receive any property distributable with respect to any Award
upon the death of the Participant. Each Award or right
under any Award shall be exercisable during the
Participant's lifetime only by the Participant or, if
permissible under applicable law, by the Participant's
guardian or legal representative. No Award or right under
any such Award may be pledged, alienated, attached or
otherwise encumbered, and any purported pledge, alienation,
attachment or encumbrance thereof shall be void and
unenforceable against the Company or any Affiliate.
(v) Term of Awards. The term of each Award shall be
for such period as may be determined by the Committee.
(vi) Restrictions; Securities Exchange Listing. All
certificates for Shares or other securities delivered under
the Plan pursuant to any Award or the exercise thereof shall
be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the
Plan or the rules, regulations and other requirements of the
Securities and Exchange Commission and any applicable
federal or state securities laws, and the Committee may
cause a legend or legends to be placed on any such
certificates to make appropriate reference to such
restrictions. If the Shares or other securities are traded
on a securities exchange, the Company shall not be required
to deliver any Shares or other securities covered by an
Award unless and until such Shares or other securities have
been admitted for trading on such securities exchange.
Section 7. Options to Non-Employee Directors.
(a) Eligibility. If the Plan is approved by the
stockholders of the Company at the 1996 Annual Meeting of
Stockholders, Options shall be granted automatically under the
plan to each Non-Employee Director under the terms and conditions
contained in this Section 7. The authority of the Committee
under this Section 7 shall be limited to ministerial and non-
discretionary matters.
(b) Annual Option Grants. Each Non-Employee Director
shall be granted an Option to purchase 2,000 Shares on the date
of the annual meeting of stockholders each year, commencing with
the 1996 Annual Meeting of Stockholders, if the Non-Employee
Director will remain in office immediately following such
meeting. The exercise price of each Option shall be equal to 100
percent of the Fair Market Value per Share on the date of grant.
Such Options shall be Non-Qualified Stock Options, shall become
exercisable six months after the date of grant, and shall
terminate on the fifth anniversary of the date of grant, unless
previously exercised or terminated. Such Options shall be
subject to the terms and conditions of Sections 6(a) and 10 of
the Plan and to other standard terms and conditions contained in
the form of Non-Qualified Stock Option Agreement used by the
Company from time to time.
(c) Exercise of Non-Employee Director Options. Non-
Qualified Stock Options granted to Non-Employee Directors may be
exercised in whole or in part from time to time by serving
written notice of exercise on the Company at its principal
executive offices, to the attention of the Company's Secretary.
The notice shall state the number of Shares as to which the
Option is being exercised and be accompanied by payment of the
purchase price. A Non-Employee Director may, at such Director's
election, pay the purchase price by check payable to the Company,
[by promissory note,] in Shares, or in any combination thereof
having a Fair Market Value on the exercise date equal to the
applicable exercise price. [If payment or partial payment is
made by promissory note, such note shall (i) be secured by the
Shares to be delivered upon exercise of such Option, (ii) be
limited in principal amount to the maximum amount permitted under
applicable laws, rules and regulations, (iii) be for a term of
[six] years and (iv) bear interest at the applicable federal rate
(as determined in accordance with Section 1274(d) of the Code),
compounded semi-annually.]
(d) Amendments to Section 7. The provisions of this
Section 7 may not be amended more often than once every six
months other than to comply with changes in the Code or the rules
and regulations promulgated under the Code.
Section 8. Amendment and Termination; Adjustments.
Except to the extent prohibited by applicable law and
unless otherwise expressly provided in an Award Agreement or in
the Plan:
(a) Amendments to the Plan. The Board of Directors of
the Company may amend, alter, suspend, discontinue or terminate
the Plan; provided, however, that, notwithstanding any other
provision of the Plan or any Award Agreement, without the
approval of the stockholders of the Company, no such amendment,
alteration, suspension, discontinuation or termination shall be
made that, absent such approval:
(i) would cause Rule 16b-3 to become unavailable with
respect to the Plan;
(ii) would violate the rules or regulations of the New
York Stock Exchange, any other securities exchange or the
National Association of Securities Dealers, Inc. that are
applicable to the Company; or
(iii) would cause the Company to be unable, under the
Code, to grant Incentive Stock Options under the Plan.
(b) Amendments to Awards. The Committee may waive any
conditions of or rights of the Company under any outstanding
Award, prospectively or retroactively. The Committee may not
amend, alter, suspend, discontinue or terminate any outstanding
Award, prospectively or retroactively, without the consent of the
Participant or holder or beneficiary thereof, except as otherwise
herein provided or in the Award Agreement.
(c) Correction of Defects, Omissions and
Inconsistencies. The Committee may correct any defect, supply
any omission or reconcile any inconsistency in the Plan or any
Award in the manner and to the extent it shall deem desirable to
carry the Plan into effect.
Section 9. Income Tax Withholding; Tax Bonuses.
(a) Withholding. In order to comply with all
applicable federal or state income tax laws or regulations, the
Company may take such action as it deems appropriate to ensure
that all applicable federal or state payroll, withholding, income
or other taxes, which are the sole and absolute responsibility of
a Participant are withheld or collected from such Participant.
In order to assist a Participant in paying all or a portion of
the federal and state taxes to be withheld or collected upon
exercise or receipt of (or the lapse of restrictions relating to)
an Award, the Committee, in its discretion and subject to such
additional terms and conditions as it may adopt, may permit the
Participant to satisfy such tax obligation by (i) electing to
have the Company withhold a portion of the Shares otherwise to be
delivered upon exercise or receipt of (or the lapse of
restrictions relating to) such Award with a Fair Market Value
equal to the amount of such taxes or (ii) delivering to the
Company Shares other than Shares issuable upon exercise or
receipt of (or the lapse of restrictions relating to) such Award
with a Fair Market Value equal to the amount of such taxes. The
election, if any, must be made on or before the date that the
amount of tax to be withheld is determined.
(b) Tax Bonuses. The Committee, in its discretion,
shall have the authority, at the time of grant of any Award under
this Plan or at any time thereafter, to approve cash bonuses to
designated Participants to be paid upon their exercise or receipt
of (or the lapse of restrictions relating to) Awards in order to
provide funds to pay all or a portion of federal and state taxes
due as a result of such exercise or receipt (or the lapse of such
restrictions). The Committee shall have full authority in its
discretion to determine the amount of any such tax bonus.
Section 10. General Provisions.
(a) No Rights to Awards. No Eligible Person,
Participant or other Person shall have any claim to be granted
any Award under the Plan, and there is no obligation for
uniformity of treatment of Eligible Persons, Participants or
holders or beneficiaries of Awards under the Plan. The terms and
conditions of Awards need not be the same with respect to any
Participant or with respect to different Participants.
(b) Delegation. The Committee may delegate to one or
more officers of the Company or any Affiliate or a committee of
such officers the authority, subject to such terms and
limitations as the Committee shall determine, to grant Awards to
Eligible Persons who are not officers or directors of the Company
for purposes of Section 16 of the Exchange Act.
(c) Award Agreements. No Participant will have rights
under an Award granted to such Participant unless and until an
Award Agreement shall have been duly executed on behalf of the
Company and, if requested by the Company, signed by the
Participant.
(d) No Limit on Other Compensation Arrangements.
Nothing contained in the Plan shall prevent the Company or any
Affiliate from adopting or continuing in effect other or
additional compensation arrangements, and such arrangements may
be either generally applicable or applicable only in specific
cases.
(e) No Right to Employment. The grant of an Award
shall not be construed as giving a Participant or Non-Employee
Director the right to be retained in the employ of the Company or
any Affiliate, nor will it affect in any way the right of the
Company or an Affiliate to terminate such employment at any time,
with or without cause. In addition, the Company or an Affiliate
may at any time dismiss a Participant or Non-Employee Director
from employment free from any liability or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any
Award Agreement.
(f) Governing Law. The validity, construction and
effect of the Plan or any Award, and any rules and regulations
relating to the Plan or any Award, shall be determined in
accordance with the laws of the State of Minnesota.
(g) Severability. If any provision of the Plan or any
Award is or becomes or is deemed to be invalid, illegal or
unenforceable in any jurisdiction or would disqualify the Plan or
any Award under any law deemed applicable by the Committee (or,
in the case of grants under Section 7 of the Plan, the Board of
Directors), such provision shall be construed or deemed amended
to conform to applicable laws, or if it cannot be so construed or
deemed amended without, in the determination of the Committee
(or, in the case of grants under Section 7 of the Plan, the Board
of Directors), materially altering the purpose or intent of the
Plan or the Award, such provision shall be stricken as to such
jurisdiction or Award, and the remainder of the Plan or any such
Award shall remain in full force and effect.
(h) No Trust or Fund Created. Neither the Plan nor
any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the
Company or any Affiliate and a Participant or any other Person.
To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award,
such right shall be no greater than the right of any unsecured
general creditor of the Company or any Affiliate.
(i) No Fractional Shares. No fractional Shares shall
be issued or delivered pursuant to the Plan or any Award, and the
Committee shall determine whether cash shall be paid in lieu of
any fractional Shares or whether such fractional Shares or any
rights thereto shall be canceled, terminated or otherwise
eliminated.
(j) Headings. Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate
reference. Such headings shall not be deemed in any way material
or relevant to the construction or interpretation of the Plan or
any provision thereof.
(k) Other Benefits. No compensation or benefit
awarded to or realized by any Participant under the Plan shall be
included for the purpose of computing such Participant's
compensation under any compensation-based retirement, disability,
or similar plan of the Company unless required by law or
otherwise provided by such other plan.
Section 11. Section 16(b) Compliance.
The Plan is intended to comply in all respects with
Rule 16b-3 or any successor provision, as in effect from time to
time, and in all events the Plan shall be construed in accordance
with the requirements of Rule 16b-3. If any Plan provision does
not comply with Rule 16b-3 as hereafter amended or interpreted,
the provision shall be deemed inoperative. The Board of
Directors, in its absolute discretion, may bifurcate the Plan so
as to restrict, limit or condition the use of any provision of
the Plan to participants who are officers or directors subject to
Section 16 of the Exchange Act without so restricting, limiting
or conditioning the Plan with respect to other participants.
Section 12. Effective Date of the Plan.
The Plan shall be effective as of March 4, 1996;
provided, however, that if the Company's stockholders do not
approve the Plan at the 1996 Annual Meeting of Stockholders, the
Plan shall be null and void and all Awards granted prior to the
date of such Annual Meeting shall be of no force or effect.
Section 13. Term of the Plan.
Awards shall only be granted under the Plan during a
10-year period beginning on the effective date of the Plan.
However, unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award theretofore granted may
extend beyond the end of such 10-year period, and the authority
of the Committee provided for hereunder with respect to the Plan
and any Awards, and the authority of the Board of Directors of
the Company to amend the Plan, shall extend beyond the
termination of the Plan.
EXHIBIT 11
<TABLE>
INTER-REGIONAL FINANCIAL GROUP, INC. AND SUBSIDIARIES
COMPUTATION OF NET EARNINGS PER SHARE
(Unaudited, amounts in thousands, except per-share data)
<CAPTION>
Three Months ended March 31,
1996 1995
----------------------------
<S> <S> <S>
PRIMARY EARNINGS PER SHARE:
Net earnings $15,080 $5,563
======= =======
Average number of common and common
equivalent shares outstanding:
Average common shares outstanding 12,081 12,087
Stock options 403 328
Shares credited to Wealth Accumulation
Plan participants 59 -
------- -------
12,543 12,415
======= =======
Primary earnings per share $1.20 $0.45
======= =======
EARNINGS PER SHARE ASSUMING FULL DILUTION:
Net earnings $15,080 $5,563
======= =======
Average number of common and common
equivalent shares outstanding:
Average common shares outstanding 12,081 12,087
Stock options 417 359
Shares credited to Wealth Accumulation
Plan participants 59 -
------- -------
12,557 12,446
======= =======
Fully diluted earnings per share $1.20 $0.45
======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> BD
<LEGEND>
This schedule contains summary financial information extracted from
Inter-Regional Financial Group, Inc.'s March 31, 1996 Form 10-Q and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 487,289
<RECEIVABLES> 1,126,031
<SECURITIES-RESALE> 224,695
<SECURITIES-BORROWED> 0<F1>
<INSTRUMENTS-OWNED> 339,259
<PP&E> 30,363
<TOTAL-ASSETS> 2,256,786
<SHORT-TERM> 187,590
<PAYABLES> 1,415,669
<REPOS-SOLD> 74,059
<SECURITIES-LOANED> 0<F2>
<INSTRUMENTS-SOLD> 223,038
<LONG-TERM> 37,138
<COMMON> 1,512
0
0
<OTHER-SE> 236,646
<TOTAL-LIABILITY-AND-EQUITY> 2,256,786
<TRADING-REVENUE> 46,478
<INTEREST-DIVIDENDS> 26,930
<COMMISSIONS> 54,860
<INVESTMENT-BANKING-REVENUES> 26,142
<FEE-REVENUE> 8,104<F3>
<INTEREST-EXPENSE> 14,745
<COMPENSATION> 97,112
<INCOME-PRETAX> 23,289
<INCOME-PRE-EXTRAORDINARY> 15,080
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,080
<EPS-PRIMARY> 1.20
<EPS-DILUTED> 1.20
<FN>
<F1>Included in receivables
<F2>Included in payables
<F3>Includes fees from Asset Management only
</FN>
</TABLE>
