As filed with the Securities and Exchange Commission
on February 3, 1997
Registration No. 333-20487
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3/A-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
INTER-REGIONAL FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-1228350
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402-4422
(Address, including zip code, and telephone number,
including area code,
of registrant's principal executive offices)
Carla J. Smith, Esq. Copies to: Robert A. Rosenbaum, Esq.
Senior Vice President, Dorsey & Whitney LLP
General Counsel and Secretary Pillsbury Center South
Inter-Regional Financial Group, Inc. 220 South Sixth Street
60 South Sixth Street Minneapolis, Minnesota 55402
Minneapolis, Minnesota 55402-4422 (612) 340-5681
(612) 371-7858
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. ___
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. _X_
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ___
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ___
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. ___
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 3, 1997
PROSPECTUS
INTER-REGIONAL FINANCIAL GROUP, INC.
_________________
18,300 Shares
of
Common Stock
($.125 par value)
_________________
This Prospectus relates to an aggregate of 18,300 shares
(the "Shares") of Common Stock, par value $.125 per share (the
"Common Stock"), of Inter-Regional Financial Group, Inc., a
Delaware corporation ("IFG" or the "Company"), that may be sold
from time to time by Louis C. Fornetti, the stockholder named
herein (the "Selling Stockholder"). See "Selling Stockholder."
The Company will not receive any proceeds from the sale of the
Shares. The Company has agreed to pay the expenses of
registration of the Shares, including certain legal and
accounting fees.
Any or all of the Shares may be offered from time to time in
transactions on the New York Stock Exchange, in brokerage
transactions at prevailing market prices or in transactions at
negotiated prices. See "Plan of Distribution."
The Shares offered hereby have not been registered under the
blue sky or securities laws of any jurisdiction, and any broker
or dealer should assure the existence of an exemption from
registration or effectuate such registration in connection with
the offer and sale of the Shares.
The Common Stock is traded on the New York Stock Exchange
under the symbol "IFG." On January 20, 1997, the closing price
of the Common Stock on the New York Stock Exchange was $39.25 per
share.
_________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________
No person has been authorized to give any information or to
make any representations other than those contained in this
Prospectus in connection with the offer contained herein, and, if
given or made, such information or representations must not be
relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities offered hereby in
any jurisdiction in which it is not lawful or to any person to
whom it is not lawful to make any such offer or solicitation.
Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication
that information herein is correct as of any time subsequent to
the date hereof.
The date of this Prospectus is February 5, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at 7 World Trade Center, Suite
1300, New York, New York 10048 and CitiCorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such materials can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission also maintains a
World Wide Web site which provides on-line access to registration
statements, reports, proxy and information statements and other
information regarding registrants that file electronically with
the Commission at the address "http://www.sec.gov." In addition,
the Common Stock of the Company is listed on the New York Stock
Exchange, and reports, proxy statements and other information
concerning the Company can also be inspected at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York
10005. This Prospectus does not contain all the information set
forth in the Registration Statement and exhibits thereto which
the Company has filed with the Commission under the Securities
Act of 1933, as amended (the "Securities Act"), and to which
reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed
with the Commission are hereby incorporated by reference in this
Prospectus:
(a) the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, as amended by Company's report
on Form 10-KA filed on June 27, 1996;
(b) the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996;
(c) the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996, as amended by Company's report
on Form 10-QA filed on October 11, 1996;
(d) the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1996;
(e) the Company's Current Report on Form 8-K dated May
1, 1996;
(f) the Company's Current Report on Form 8-K dated
June 4, 1996;
(g) the Company's Current Report on Form 8-K dated
August 7, 1996; and
(h) 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 documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Common Stock shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from
the respective dates of filing of such documents. Any statement
contained herein or in a document all or part of which is
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
The Company will provide without charge to any person to
whom this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all of the foregoing
documents incorporated herein by reference (other than certain
exhibits to such documents). Requests for such copies should be
directed 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, telephone number (612) 371-7858.
INTER-REGIONAL FINANCIAL GROUP, INC.
General
Inter-Regional Financial Group, Inc. (the "Company") is a
holding company based in Minneapolis, Minnesota. The Company
offers regional securities broker-dealer and investment banking
services through its wholly owned subsidiaries, Dain Bosworth
Incorporated ("Dain Bosworth"), headquartered in Minneapolis,
Minnesota, and Rauscher Pierce Refsnes, Inc. ("Rauscher Pierce
Refsnes"), headquartered in Dallas, Texas. Both Dain Bosworth
and Rauscher Pierce Refsnes deal in securities of and are market-
makers for entities based throughout the United States.
Research and investment banking activities are generally
concentrated on entities based in their respective regions. The
Company's largest subsidiary, Dain Bosworth, serves the Midwest,
Rocky Mountain and Pacific Northwest regions of the United
States. Rauscher Pierce Refsnes primarily serves the Southwest
region of the United States.
Each of Dain Bosworth and Rauscher Pierce Refsnes, as well
as the correspondent brokerage firms serviced through Rauscher
Pierce Refsnes' RPR Correspondent Services unit ("RPR
Correspondent Services"), based in St. Louis, Missouri, clears
and settles all securities trades on a fully disclosed basis
through Regional Operations Group, Inc. ("ROG"), a third wholly
owned subsidiary and registered broker-dealer based in
Minneapolis, Minnesota. ROG also provides technology and
information services to IFG and its subsidiaries.
IFG Asset Management Services ("AMS"), the Company's wholly
owned money management subsidiary, manages a series of mutual
funds, Great Hall Investment Funds, and also provides fixed
income portfolio management services through its Insight
Investment Management ("Insight Management") division. AMS also
supports the sale by Dain Bosworth and Rauscher Pierce Refsnes
investment executives of externally managed mutual funds, cash
management products and other externally managed packaged
products.
The Company was incorporated under the laws of the State of
Delaware in 1973. The Company's principal offices are located at
Dain Bosworth Plaza, 60 South Sixth Street, Minneapolis,
Minnesota 55402-4422, and its telephone number at that address is
(612) 371-7750. For further information concerning the Company,
see the documents incorporated by reference herein as described
under "Incorporation of Certain Documents by Reference."
SELLING STOCKHOLDER
The Selling Stockholder may sell a maximum of 18,300 Shares
pursuant to this Prospectus. The Selling Stockholder currently
serves as the Executive Vice President and Chief Financial
Officer of the Company. The Selling Stockholder acquired the
Shares upon entering into a Restricted Stock Agreement with the
Company on July 17, 1995. Pursuant to the terms of the
Restricted Stock Agreement, 50% of the Shares vested on December
31, 1996, and the remaining 50% will vest on December 31, 1997,
unless otherwise forfeited or accelerated in accordance with the
terms of the Restricted Stock Agreement. Upon vesting, the
Shares will become shares of unrestricted Common Stock of the
Company.
USE OF PROCEEDS
The Shares will be offered and sold by the Selling
Stockholder for his own account. The Company will not receive
any proceeds from the sale of the Shares pursuant to this
Prospectus. The Company has agreed to pay the expenses of
registration of the Shares.
PLAN OF DISTRIBUTION
The Selling Stockholder may offer and sell the Shares from
time to time in transactions on the New York Stock Exchange, in
brokerage transactions at prevailing market prices or in
transactions at negotiated prices. Sales may be made to or
through brokers or dealers who may receive compensation in the
form of discounts, concessions or commissions from the Selling
Stockholder or the purchasers of Shares for whom such brokers or
dealers may act as agent or to whom they may sell as principal,
or both. As of the date of this Prospectus, the Company is not
aware of any agreement, arrangement or understanding between any
broker or dealer and the Selling Stockholder.
The Selling Stockholder and any brokers or dealers acting in
connection with the sale of the Shares hereunder may be deemed to
be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any
profit realized by them on the resale of Shares as principals may
be deemed underwriting compensation under the Securities Act.
EXPERTS
The consolidated financial statements incorporated by
reference in this Prospectus and elsewhere in the Registration
Statement have been audited by KPMG Peat Marwick LLP, independent
auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed
upon for the Company by Dorsey & Whitney LLP, 220 South Sixth
Street, Minneapolis, Minnesota 55402.
<PAGE>
No dealer, salesperson or any other person has been
authorized to give any information or to make any representations
other than those contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon
as having been authorized by the Company, any Selling Stockholder
or any other person. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy to any person
in any jurisdiction in which such offer or solicitation would be
unlawful or to any person to whom it is unlawful. Neither the
delivery of this Prospectus nor any offer or sale made hereunder
shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company or that the
information contained herein is correct as of any time subsequent
to the date hereof.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain Documents By Reference 2
Inter-Regional Financial Group, Inc. 4
Selling Stockholders 4
Use of Proceeds 5
Plan of Distribution 5
Experts 5
Legal Matters 5
18,300 Shares
INTER-REGIONAL FINANCIAL GROUP, INC.
Common Stock
_____________
PROSPECTUS
_____________
February 5, 1997
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
SEC Registration Fee $2,180
Accounting Fees and Expenses 0
Legal Fees and Expenses 2,500
Miscellaneous 0
Total $2,718
</TABLE>
All fees and expenses other than the SEC registration fee
are estimated. The expenses listed above will be paid by the
Company.
Item 15. Indemnification of Officers and Directors
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 for 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 16. List of Exhibits
5 Opinion of Dorsey & Whitney LLP regarding legality.*
10.1 Restricted Stock Agreement, dated as of July 17, 1995,
by and between Louis C. Fornetti and the Company.*
23.1 Consent of KPMG Peat Marwick LLP*
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5
to this Registration Statement).*
24 Power of Attorney.*
- -------------
* As previously filed herewith.
Item 17. Undertakings
The undersigned registrant 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 to such
information 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) under the Securities
Act 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; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change in the information set forth in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant 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.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant 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 liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant 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 registrant
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant 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
February 3, 1997.
INTER-REGIONAL FINANCIAL GROUP, INC.
By Carla J. Smith
-------------------------
Carla J. Smith
Senior Vice President,
General Counsel and Secretary
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, February 3, 1997
- ---------------------- President, Chief Executive
Irving Weiser Officer and Director
(principal executive officer)
* Executive Vice President February 3, 1997
- ---------------------- and Chief Financial Officer
Louis C. Fornetti (principal financial officer)
* Senior Vice President, February 3, 1997
- ---------------------- Controller and Treasurer
Daniel J. Reuss (principal accounting officer)
* Executive Vice President February 3, 1997
- ---------------------- and Director
John C. Appel
* Executive Vice President February 3, 1997
- ---------------------- and Director
William A. Johnstone
* Director February 3, 1997
- ----------------------
J. Evans Attwell
* Director February 3, 1997
- ----------------------
Susan S. Boren
* Director February 3, 1997
- ----------------------
F. Gregory Fitz-Gerald
* Director February 3, 1997
- ----------------------
C.A. Rundell, Jr.
* Director February 3, 1997
- ----------------------
Robert L. Ryan
* Director February 3, 1997
- ----------------------
Arthur R. Schulze, Jr.
* By: Carla J. Smith
-----------------------------
Carla J. Smith
Attorney-in-fact
EXHIBIT INDEX
Exhibit No Description
- ---------- ----------------------------------------
5 Opinion of Dorsey & Whitney LLP
regarding legality*
10.1 Restricted Stock Agreement, dated as of
July 17, 1995, by and between
Louis C. Fornetti and the Company*
23.1 Consent of KPMG Peat Marwick LLP**
23.2 Consent of Dorsey & Whitney LLP*
(included in Exhibit 5)
24 Power of Attorney*
______________________
* Previously filed
** Filed Herewith
Exhibit 5
[Dorsey & Whitney LLP Letterhead]
January 27, 1997
Inter-Regional Financial Group, Inc.
Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402-4422
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Inter-Regional Financial Group,
Inc., a Delaware corporation (the "Company"), in connection with
a Registration Statement on Form S-3 (the "Registration
Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating
to the sale of up to 18,300 shares of common stock of the
Company, par value $.125 per share ("Common Stock"), of which all
such shares will be sold from time to time by the Selling
Stockholder named in the Registration Statement, on the New York
Stock Exchange or otherwise, directly or through underwriters,
brokers or dealers.
We have examined such documents and have reviewed such
questions of law as we have considered necessary and appropriate
for the purposes of our opinions set forth below. In rendering
our opinions set forth below, we have assumed the authenticity of
all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all
documents submitted to us as copies. We have also assumed the
legal capacity for all purposes relevant hereto of all natural
persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or
otherwise) to execute, deliver and perform such agreements or
instruments, that such agreements or instruments have been duly
authorized by all requisite action (corporate or otherwise),
executed and delivered by such parties and that such agreements
or instruments are the valid, binding and enforceable obligations
of such parties. As to questions of fact material to our
opinions, we have relied upon certificates of officers of the
Company and of public officials.
Based on the foregoing, we are of the opinion that the
shares of Common Stock to be sold by the Selling Stockholder
pursuant to the Registration Statement have been duly authorized
by all requisite corporate action and are validly issued, fully
paid and nonassessable.
Our opinions expressed above are limited to the laws of the
State of Minnesota and the Delaware General Corporation Law.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to our
firm under the heading "Legal Matters" in the Prospectus
constituting part of the Registration Statement.
Very truly yours,
Dorsey & Whitney LLP
--------------------------
Dorsey & Whitney LLP
RAR
Exhibit 10.1
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, dated as of this 17th day of July, 1995, is
made by and between Louis C. Fornetti, a resident of the State of
Minnesota ("Employee"), and Inter-Regional Financial Group, Inc.,
a Delaware corporation (the "Company").
WHEREAS, Employee has been offered and has accepted the
position of Executive Vice President, Chief Financial Officer and
Treasurer of the Company; and
WHEREAS, the Company has agreed to grant Employee restricted
shares of the Company's Common Stock, par value $.125 per share
(the "Common Stock"), upon the terms and subject to the
conditions and other provisions set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Grant of Shares. Upon the terms and subject to the
conditions and other provisions set forth herein, effective upon
the commencement of Employee's employment by the Company,
Employee shall be and is hereby granted 12,200 restricted shares
of Common Stock (the "Shares"). The Shares may be either
authorized but unissued shares of shares purchased by the Company
in the open market.
Section 2. Vesting Schedule. The Shares granted to Employee
under this Agreement shall be subject to certain restrictions and
forfeiture as set forth in Section 3 below until vested in
accordance with the terms of this Agreement. Unless forfeited
pursuant to Section 3 below or accelerated pursuant to Section 4
below, the Shares shall become vested according to the following
schedule: 50% on December 31, 1996 and 50% on December 31, 1997.
Section 3. Restrictions and Forfeiture. Except as otherwise
set forth in Section 4 below, Employee may not sell, transfer,
pledge, subject to lien, assign or otherwise hypothecate the
Shares until such Shares have become vested in accordance with
the terms of Section 2 above. Any unvested Shares shall be
entirely forfeited (but any cash dividends previously paid with
respect thereto shall be retained by Employee) in the event that
Employee resigns from or abandons his employment with the Company
or is terminated by the Company for "cause" (as defined below)
prior to the vesting date with respect thereto. For purposes of
this Agreement, termination for "cause" shall mean any
termination of Employee's employment with the Company as the
result of any misconduct the Company reasonably believes has been
engaged in by Employee, including, without limitation, Employee's
violation of any law, rule or regulation applicable to the
Company or its business, Employee's wrongful appropriation of
funds or violation of any other applicable Company policy,
Employee's commission of any gross misdemeanor or felony or any
sanction of Employee by the Securities Exchange Commission or any
other governmental or self-regulatory body having jurisdiction
over the Company and/or its business.
Section 4. Lapse of Restrictions and Acceleration of Vesting.
All restrictions on the Shares set forth in Section 3 above shall
lapse and the Shares shall become immediately fully vested upon
the earliest to occur of the following:
(a) The date of Employee's death or "disability" (as defined
below);
(b) The date on which Employee's employment with the Company
terminates, other than as a result of Employee's resignation from
or abandonment of his employment or as a result of any
termination by the Company for "cause";
(c) The tenth day following the date on which a "change in
control" (as defined below) has occurred.
For purposes of this Agreement, "disability" shall mean long-
term disability as defined in the Company's Profit Sharing Plan
or any other plan of the Company then in effect which generally
defines "disability" for its participants.
For purposes of this Agreement, "change in control" shall mean:
(i) The public announcement (which, for purposes of
this definition, shall include, without limitation, a
report filed pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act")), that any person, entity or "group,"
within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act, other than the Company or any of its
subsidiaries, or the IFG Stock Bonus Plan or any other
employee benefit plan of the Company or any of its
subsidiaries, or any entity holding shares of Common
Stock organized, appointed or established for, or
pursuant to the terms of, any such plan, has become the
beneficial owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 35% or more of
the combined voting power of the Company's then
outstanding voting securities in a transaction or
series of transactions;
(ii) The "continuing directors" (as defined below)
cease to constitute a majority of the Company's Board
of Directors;
(iii) The Company's shareholders approve (A) any
consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation
or pursuant to which shares of the Company's stock
would be converted into cash, securities or other
property, other than a merger of the Company in which
shareholders immediately prior to the merger have the
same proportionate ownership of stock of the surviving
corporation immediately after the merger; (B) any sale,
lease, exchange or other transfer (in one transaction
or a series of related transactions) of all or
substantially all of the assets of the Company; or (C)
any plan of liquidation or dissolution of the Company;
or
(iv) A majority of the continuing directors
determine, in their sole and absolute discretion, that
there has been a change in control of the Company.
For purposes of this Agreement, "continuing director" shall
mean any person who is a member of the Company's Board of
Directors, while such person is a member of the Board, who is not
an "acquiring person" (as defined below) or an "affiliate" or
"associate" (as defined below) of an acquiring person, or a
representative of an acquiring person or of any such affiliate or
associate, and who (A) was a member of the Board on the date of
this Agreement, or (B) subsequently becomes a member of the
Board, if such person's initial nomination for election or
initial election to the Board is recommended or approved by a
majority of the continuing directors. "Acquiring person" shall
mean any "person" (as such term in used in Sections 13(d) and
14(d) of the Exchange Act) who or which, together with all
affiliates and associates of such person, is the "beneficial
owner" (as defined in Rule 13d-3 promulgated under the Exchange
Act), directly or indirectly, of securities of the Company
representing 35% or more of the combined voting power of the
Company's then outstanding securities, but shall not include the
Company, any subsidiary of the Company or any employee benefit
plan of the Company or of any subsidiary of the Company or any
entity holding shares of Common Stock organized, appointed or
established for, or pursuant to the terms of, any such plan; and
"affiliate" and "associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 promulgated under the
Exchange Act.
Section 5. Rights as a Shareholder. The Shares will be
represented by a stock certificate registered in the name of
Employee. Except as otherwise provided in this Agreement,
Employee will have all voting, dividend, liquidation and other
rights with respect to the Shares as if such Employee were a
holder of record of shares of unrestricted Common Stock;
provided, however, that if any dividend is declared and paid by
the Company in any form other than cash, such non-cash dividend
shall be subject to the same vesting schedule, forfeiture terms
and other restrictions as are applicable to the Shares on which
such dividends were paid.
Section 6. Enforcement of Restrictions. To enforce the
restrictions contained in this Agreement, a legend will be placed
on the stock certificates representing the shares stating that
such shares are subject to certain restrictions and referencing
this Agreement. In addition, until all of the Shares become
fully vested, the Company will retain the stock certificates,
together with duly endorsed stock powers therefor, in its
custody, subject, however, to the right of the Employee to
request delivery of any vested Shares as set forth in Section 7
below.
Section 7. Distribution of Shares. Upon becoming fully vested
in accordance with the terms of this Agreement, the Shares shall
become shares of unrestricted Common Stock and any legends
regarding the restrictions contained in this Agreement affixed to
the certificates representing the Shares shall be removed.
Employee shall be entitled to request delivery of the certificate
or certificates representing such unrestricted Shares at any time
after such vesting has occurred. The Company shall cause
delivery of such certificate or certificates to be made as soon
as practicable after all of the Shares become vested or after
receipt of a request from Employee with respect to any vested
portion of the Shares.
Section 8. Adjustments to Shares. In the event of any
reorganization, merger, consolidation, recapitalization,
liquidation, reclassification, stock dividend, stock split,
combination of shares, rights offering, divestiture or
extraordinary dividend (including a spin-off or any other change
in the corporate structure or shares of the Company), the Shares
shall be adjusted or replaced with the number and kind of
securities determined on the same basis as for all other issued
and outstanding shares of Common Stock.
Section 9. Securities Law and Other Restrictions.
Notwithstanding any other provision of this Agreement, Employee
may not sell, assign, transfer or otherwise dispose of the Shares
unless there is in effect with respect to such shares a
registration statement under the Securities Act of 1933, as
amended (the "Securities Act") and any applicable state
securities laws or an exemption from such registration under the
Securities Act and applicable state securities laws. The Company
may condition any such sale or transfer upon the receipt of any
representations or agreements from the parties involved, and the
placement of any legends on certificates representing shares of
Common Stock, as may be deemed necessary or advisable by the
Company in order to comply with such securities law or other
restrictions.
Section 10. Beneficiaries. Employee shall have the right to
designate in writing one or more beneficiaries to receive the
Shares in the event of his death prior to receiving full
distribution thereof, and may change or revoke any prior
beneficiary designation by similar instrument in writing prior to
his death. No such designation, change or revocation shall be
effective unless executed by Employee and delivered to the
Company during the lifetime of the Employee. If Employee shall
fail to designate a beneficiary or, having revoked a prior
beneficiary designation, shall fail to designate a new
beneficiary, or in the event the Employee's beneficiary
designation shall fail, in whole or in part, for any reason, then
the undistributed Shares shall be paid to the personal
representative of Employee's estate.
Section 11. Amendments. No change, modification or amendment
of this Agreement shall be valid unless the same is in writing
and signed by both parties hereto.
Section 12. Governing Law. This Agreement shall be construed
in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed effective as of the date and year first written
above.
Louis C. Fornetti
-----------------------
Louis C. Fornetti
Inter-Regional Financial
Group, Inc.
By Irving Weiser
--------------------
Irving Weiser,
Chairman, President and
Chief Executive Officer
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3) and related
Prospectus of Inter-Regional Financial Group, Inc. for the
registration of 18,300 shares of its common stock and to the
incorporation by reference therein of our reports dated February
7, 1996, with respect to the consolidated financial statements of
Inter-Regional Financial Group, Inc. incorporated by reference in
its Annual Report (Form 10-K) for the year ended December 31,
1995 and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
KPMG PEAT MARWICK LLP
Minneapolis, Minnesota
February 3, 1997
Exhibit 23.2
[Dorsey & Whitney LLP Letterhead]
January 27, 1997
Inter-Regional Financial Group, Inc.
Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402-4422
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Inter-Regional Financial Group,
Inc., a Delaware corporation (the "Company"), in connection with
a Registration Statement on Form S-3 (the "Registration
Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating
to the sale of up to 18,300 shares of common stock of the
Company, par value $.125 per share ("Common Stock"), of which all
such shares will be sold from time to time by the Selling
Stockholder named in the Registration Statement, on the New York
Stock Exchange or otherwise, directly or through underwriters,
brokers or dealers.
We have examined such documents and have reviewed such
questions of law as we have considered necessary and appropriate
for the purposes of our opinions set forth below. In rendering
our opinions set forth below, we have assumed the authenticity of
all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all
documents submitted to us as copies. We have also assumed the
legal capacity for all purposes relevant hereto of all natural
persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or
otherwise) to execute, deliver and perform such agreements or
instruments, that such agreements or instruments have been duly
authorized by all requisite action (corporate or otherwise),
executed and delivered by such parties and that such agreements
or instruments are the valid, binding and enforceable obligations
of such parties. As to questions of fact material to our
opinions, we have relied upon certificates of officers of the
Company and of public officials.
Based on the foregoing, we are of the opinion that the
shares of Common Stock to be sold by the Selling Stockholder
pursuant to the Registration Statement have been duly authorized
by all requisite corporate action and are validly issued, fully
paid and nonassessable.
Our opinions expressed above are limited to the laws of the
State of Minnesota and the Delaware General Corporation Law.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to our
firm under the heading "Legal Matters" in the Prospectus
constituting part of the Registration Statement.
Very truly yours,
Dorsey & Whitney LLP
--------------------------
Dorsey & Whitney LLP
RAR
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Irving
Weiser, Louis C. Fornetti and Carla J. Smith, 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-3
of Inter-Regional Financial Group, Inc. (the "Company") relating
to 18,300 shares of the Company's Common Stock that may be sold
from time to time by Louis C. Fornetti, 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
and with such state securities commissions and other agencies as
necessary; 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, December 11, 1996
- ---------------------- President, Chief Executive
Irving Weiser Officer and Director
(principal executive officer)
Louis C. Fornetti Executive Vice President December 11, 1996
- ---------------------- and Chief Financial Officer
Louis C. Fornetti (principal financial officer)
Daniel J. Reuss Senior Vice President, December 11, 1996
- ---------------------- Controller and Treasurer
Daniel J. Reuss (principal accounting officer)
John C. Appel Executive Vice President December 11, 1996
- ---------------------- and Director
John C. Appel
William A. Johnstone Executive Vice President December 21, 1996
- ---------------------- and Director
William A. Johnstone
J. Evans Attwell Director December 11, 1996
- ----------------------
J. Evans Attwell
Susan S. Boren Director December 11, 1996
- ----------------------
Susan S. Boren
F. Gregory Fitz-Gerald Director December 11, 1996
- ----------------------
F. Gregory Fitz-Gerald
C.A. Rundell, Jr. Director December 11, 1996
- ----------------------
C.A. Rundell, Jr.
Robert L. Ryan Director December 11, 1996
- ----------------------
Robert L. Ryan
Arthur R. Schulze, Jr. Director December 11, 1996
- ----------------------
Arthur R. Schulze, Jr.
