INTERRA FINANCIAL INCORPORATED
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 Interra Financial Incorporated, a Delaware
corporation (or the "Company"), that may be sold from time to
time by Louis C. Fornetti, the stockholder named herein ("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 "IFI." 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.
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 the Company's report on
Form 10-K/A 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 the Company's report
on Form 10-Q/A 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, Interra Financial Incorporated, Dain Bosworth Plaza,
60 South Sixth Street, Minneapolis, Minnesota 55402, telephone
number (612) 371-7858.
INTERRA FINANCIAL INCORPORATED
General
Interra Financial Incorporated (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, based in St.
Louis, Missouri, clears and settles all securities trades on a
fully disclosed basis through Interra Clearing Services, Inc.
("ICS"), a third wholly owned subsidiary and registered
broker-dealer based in Minneapolis, Minnesota. ICS also provides
technology and information services to the Company and its
subsidiaries.
Interra Advisory Services, Inc. ("IAS"), 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 division. IAS 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.
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
Available Information
Incorporation of Certain Documents By Reference
Interra Financial Incorporated
Selling Stockholder
Use of Proceeds
Plan of Distribution
Experts
Legal Matters
18,300 Shares
INTERRA FINANCIAL INCORPORATED
Common Stock
PROSPECTUS
February 5, 1997
