As filed with the Securities and Exchange Commission
on January 23, 1997
Registration No. 33-39261
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8/A-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INTER-REGIONAL FINANCIAL GROUP
(Exact name of registrant as specified in its charter)
Delaware 41-1228350
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402-4422
(Address of Principal Executive Offices) (Zip Code)
IFG RETIREMENT PLAN
Copy to:
Carla J. Smith, Esq.
Senior Vice President,
General Counsel and Secretary
Inter-Regional Financial Group, Inc.
Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402-4422
(Name and address of agent for service)
(612) 371-7858
(Telephone number, including area code, of agent for service)
This Registration Statement incorporates by reference the
Registrant's Registration Statement on Form S-8 with respect to
this Plan (File Nos. 33-39621, 33-25979, 33-13068, 33-10242, 2-
90634, 2-61514, 2-57759, 2-53289 and 2-51150), including post-
effective amendments thereto.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit
Number Description
- ------ -------------------------------------------------------
4.1 Restated Certificate of Incorporation of the Company,
as amended to date (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on
Form S-8, dated May 3, 1996, File No. 333-03113).
4.2 Amended and Restated Bylaws of the Company, as amended
to date (incorporated by reference to Exhibit 3.1 to
the Company's Quarterly Report on Form 10-Q, for the
quarter ending September 30, 1996, File No. 001-08186).
24.1 Power of Attorney.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on January 23, 1997.
INTER-REGIONAL FINANCIAL GROUP
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 Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the date
indicated:
Name Title Date
- ---- ----- ----
* Chairman of the Board, January 23, 1996
- ---------------------- President, Chief Executive
Irving Weiser Officer and Director
(principal executive officer)
* Executive Vice President January 23, 1996
- ---------------------- and Chief Financial Officer
Louis C. Fornetti (principal financial officer)
* Senior Vice President, January 23, 1996
- ---------------------- Controller and Treasurer
Daniel J. Reuss (principal accounting officer)
* Executive Vice President January 23, 1996
- ---------------------- and Director
John C. Appel
* Executive Vice President January 23, 1996
- ---------------------- and Director
William A. Johnstone
* Director January 23, 1996
- ----------------------
J. Evans Attwell
* Director January 23, 1996
- ----------------------
Susan S. Boren
* Director January 23, 1996
- ----------------------
F. Gregory Fitz-Gerald
* Director January 23, 1996
- ----------------------
C.A. Rundell, Jr.
* Director January 23, 1996
- ----------------------
Robert L. Ryan
* Director January 23, 1996
- ----------------------
Arthur R. Schulze, Jr.
* By: Carla J. Smith
-----------------------------
Carla J. Smith
Attorney-in-fact
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on January 23, 1997.
IFG RETIREMENT PLAN
Carla J. Smith
-------------------------
Carla J. Smith
Senior Vice President,
General Counsel and Secretary
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Irving
Weiser, Daniel J. Reuss 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-8 of
Inter-Regional Financial Group, Inc. (the "Company") relating to
the Company's Retirement Plan, and any and all amendments
thereto, including post-effective amendments, and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission 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.
