SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 30,
1997.
INTERRA FINANCIAL INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 001-08186 41-1228350
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or Number) Identification No.)
organization)
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
Not Applicable
(Former name or former address, if changed since last report.)
Item 5. Other Events
On April 30, 1997, the Board of Directors of Interra
Financial Incorporated (the "Company"), declared a dividend of
one preferred share purchase right (a "Right") per share for each
outstanding share of Common Stock, par value $.125 (the "Common
Shares"), of the Company. The dividend is payable to
stockholders of record on May 12, 1997 (the "Record Date").
Each Right entitles the registered holder to purchase from
the Company one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $1.00 (the "Preferred
Shares"), of the Company at a price of $140.00 per one hundredth
of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement"), dated as of
April 30, 1997, between the Company and Norwest Bank Minnesota,
National Association, as Rights Agent (the "Rights Agent").
Initially, the Rights will be evidenced by the certificates
representing Common Shares then outstanding and no separate Right
Certificates will be distributed. The Rights will separate from
the Common Shares, and a Distribution Date for the Rights will
occur, upon the earlier of: (i) the first date of public
announcement that a person or group of affiliated or associated
persons has become an "Acquiring Person" (i.e., has become the
beneficial owner of 15% or more of the outstanding Common Shares
(other than as a result of a Permitted Offer and subject to
certain exceptions)) and (ii) the close of business on the 10th
day following the commencement or public announcement of a tender
offer or exchange offer, the consummation of which would result
in a person or group of affiliated or associated persons becoming
an Acquiring Person.
A "Permitted Offer" is a tender offer or an exchange offer
for all outstanding Common Shares of the Company determined by
the Board of Directors of the Company, after receiving such
advice as it deems necessary and giving due consideration to all
relevant factors, to be in the best interests of the Company and
its stockholders.
Until the Distribution Date, (i) the Rights will be evidenced
by the Common Share certificates and will be transferred with and
only with the Common Shares, (ii) new Common Share certificates
issued after the Record Date upon transfer or new issuance of the
Common Shares will contain a notation incorporating the Rights
Agreement by reference, and (iii) the surrender for transfer of
any Common Share certificate, even without such notation or a
copy of this Summary of Rights attached thereto, will also
constitute the transfer of the Rights associated with the Common
Shares represented by such certificate.
As promptly as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date, and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on April 30, 2007, unless extended or
earlier redeemed or exchanged by the Company as described below.
No fraction of a Preferred Share (other than fractions in
integral multiples of one one-hundredth of a share) will be
issued and, in lieu thereof, an adjustment in cash will be made
based on the closing price on the last trading date prior to the
date of exercise.
The Purchase Price payable and the number of Preferred Shares
issuable upon exercise of the Rights are subject to adjustment
from time to time to prevent dilution: (i) in the event of a
stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to
holders of the Preferred Shares of certain rights, options or
warrants to subscribe for or purchase Preferred Shares or
convertible securities at less than the then current market price
of the Preferred Shares or (iii) upon the distribution to holders
of the Preferred Shares of evidences of indebtedness or assets
(excluding regular periodic cash dividends or dividends payable
in Preferred Shares) or of subscription rights or warrants (other
than those described in clause (ii) of this paragraph). With
certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at
least 1% in the Purchase Price. The number of outstanding Rights
and the number of Preferred Share issuable upon exercise of the
Rights are also subject to adjustment in the event of a stock
split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations
or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a
minimum preferential quarterly dividend payment of $1.00 per
share but will be entitled to an aggregate dividend of 100 times
the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $100.00 per
share but will be entitled to an aggregate payment of 100 times
the payment made per Common Share. Each Preferred Share will
have 100 votes, voting together with the Common Shares. Finally,
in the event of any merger, consolidation or other transaction in
which Common Shares are exchanged, each Preferred Share will be
entitled to receive 100 times the amount received per Common
Share. These rights are subject to adjustment in the event of a
stock dividend on the Common Shares or a subdivision, combination
or consolidation of the Common Shares.
In the event any Person becomes an Acquiring Person, each
holder of a Right shall thereafter have a right to receive, upon
exercise thereof at the then current aggregate exercise price, in
lieu of Preferred Shares, such number of Common Shares of the
Company having a current aggregate market price equal to twice
the current aggregate exercise price. In the event that at any
time after there is an Acquiring Person the Company is acquired
in certain mergers or other business combination transactions or
50% or more of the assets or earning power of the Company and its
subsidiaries (taken as a whole) are sold, holders of the Rights
will thereafter have the Right to receive, upon exercise thereof
at the then current aggregate exercise price, such number of
Common Shares of the acquiring company (or, in certain cases, one
of its affiliates) having a current aggregate market price equal
to twice the current aggregate exercise price.
At any time after a Person becomes an Acquiring Person
(subject to certain exceptions), and prior to the acquisition by
a Person of 50% or more of the outstanding Common Shares, the
Board of Directors of the Company may exchange all or part of the
Rights for Common Shares at an exchange ratio of one Common Share
per right, subject to adjustment.
At any time before a Person has become an Acquiring Person,
the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $0.01 per Right (the
"Redemption Price"), subject to adjustment. The redemption of
the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole
discretion may establish.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including without
limitation, the right to vote or to receive dividends.
This summary description of the Rights does not purport to
be complete and is qualified in its entirety by reference to the
Rights Agreement, a copy of which is filed as Exhibit 4.1 hereto.
Item 7. Financial Statements and Exhibits
(c) Exhibits
4.1 Rights Agreement dated as of April 30, 1997, between the
Company and Norwest Bank Minnesota, National Association
(incorporated by reference to Exhibit 4.1 to the Company's Form
8-A dated May 1, 1997).
SIGNATURE
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.
INTERRA FINANCIAL INCORPORATED
Date: May 1, 1997
By: Daniel J. Reuss
-----------------------
Daniel J. Reuss
Its: Senior Vice President, Corporate Controller & Treasurer
