As filed with the Securities and Exchange Commission on May 12,
1997
Registration No. 333-
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INTERRA FINANCIAL INCORPORATED
(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)
INTERRA RETIREMENT PLAN
(full title of the plan)
Copy to:
Carla J. Smith, Esq.
Senior Vice President,
General Counsel and Secretary
Interra Financial Incorporated
Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402-4422
(Name and address of agent for service)
(612) 371-7858
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share(1) price(1) fee
_________________________________________________________________
Common Stock
($.125 par value) 1,500,000 $38.8125 $58,218,750 $17,642.05
(1) Estimated solely for the purpose of calculating the
registration fee, pursuant to Rule 457(h), based upon the average
of the high and low prices of the Common Stock on May 7, 1997, as
reported on the New York Stock Exchange.
Pursuant to General Instruction E of Form S-8, this
Registration Statement relates to the registration of additional
shares of Common Stock, $.125 par value ("Common Stock"), of the
Registrant under the Registrant's Retirement Plan (the
"Plan"). This Registration Statement incorporates by
reference the Registrant's Registration Statement on Form S-8
with respect to the 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.
_________________________________________________________________
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed by
Interra Financial Incorporated (formerly known as Inter-Regional
Financial Group, the "Company") with the Securities and Exchange
Commission, are incorporated by reference in this Registration
Statement, as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since December 31, 1996.
(c) 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 other reports and any definitive proxy or
information statements subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
to the filling of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the
respective dates of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Not applicable
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number Description
- ------ -----------------------------------------------------
4.1 Restated Certificate of Incorporation of the Company,
as amended to date.
4.2 Amended and Restated Bylaws of the Company, as amended
to date (incorporated by reference to Exhibit 4.2 to
the Company's Registration Statement on Form S-8,
dated March 14, 1995, as amended on April 30, 1996,
File No. 33-58069).
5.1 Opinion of Dorsey & Whitney LLP regarding legality.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit
5.1 to this Registration Statement).
24.1 Power of Attorney.
Item 9. Undertakings
A. Post-Effective Amendments
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.
B. Subsequent Documents Incorporated by Reference
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.
C. Claims for Indemnification
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.
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 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Minneapolis, State of Minnesota, on May 12, 1997.
INTERRA FINANCIAL INCORPORATED
By Daniel J.Reuss
----------------------------
Daniel J. Reuss
Senior Vice President,
Controller and Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Name Title Date
Irving Weiser Chairman of the Board, May 12, 1997
- -------------------- President, Chief Executive
Irving Weiser Officer and Director
(principal executive officer)
Louis C. Fornetti Executive Vice President May 12, 1997
- -------------------- and Chief Financial Officer
Louis C. Fornetti (principal financial officer)
Daniel J. Reuss Senior Vice President, May 12, 1997
- -------------------- Controller and Treasurer
Daniel J. Reuss (principal accounting
officer)
* Executive Vice President and May 12, 1997
- -------------------- Director
John C. Appel
* Executive Vice President and May 12, 1997
- -------------------- Director
William A. Johnstone
* Director May 12, 1997
- --------------------
J. Evans Attwell
* Director May 12, 1997
- --------------------
Susan S. Boren
* Director May 12, 1997
- --------------------
F. Gregory Fitz-Gerald
* Director May 12, 1997
C.A. Rundell, Jr.
* Director May 12, 1997
- --------------------
Robert L. Ryan
* Director May 12, 1997
- --------------------
Arthur R. Schulze, Jr.
*By:Daniel J. Reuss
-----------------
Daniel J. Reuss
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933,
the Plan 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 May 12, 1997.
INTERRA RETIREMENT PLAN
Daniel J. Reuss
---------------------------
Daniel J. Reuss
Senior Vice President,
Treasurer and Controller
EXHIBIT INDEX
Exhibit
Number Description
- ------- ----------------------------------------------------
4.1 Restated Certificate of Incorporation of
he Company, as amended to date
4.2 Amended and Restated Bylaws of the Company,
as amended to date (incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement
on Form S-8, dated March 14, 1995, as amended on
April 30, 1996, File No. 33-58069)
5.1 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Dorsey & Whitney LLP (included in
Exhibit 5.1 to this Registration Statement)
24.1 Power of Attorney
EXHIBIT 4.1
RESTATED CERTIFICATE OF INCORPORATION
OF
INTER-REGIONAL FINANCIAL GROUP, INC.
FIRST: The name of this Corporation is Inter-Regional
Financial Group, Inc.
SECOND: The registered office of the Corporation in the
State of Delaware is to be located at The Corporation Trust
Center, 1209 Orange Street, Wilmington, Delaware 19801. The name
of the registered agent at such address is The Corporation Trust
Company.
THIRD: The purpose of the Corporation is to engage in any part
of the world in any capacity in any lawful act or activity
for which corporations may be organized under the General
Corporation Law of Delaware, and the Corporation shall be
authorized to exercise and enjoy all powers, rights and
privileges which corporations organized under the General
Corporation Law of Delaware may have under the laws of the
State of Delaware as in force from time to time, including
without limitation all powers, rights and privileges
necessary or convenient to carry out all those acts and
activities in which it may lawfully engage.
FOURTH: Section 1. Shares, Classes and Series
Authorized. The total number of shares of stock which this
Corporation is authorized to issue is 22,501,940 shares, of
which 20,000,000 shares of the par value of $.125 per share are
designated Common Stock, and 2,000,000 shares of the par value of
$1.00 per share are designated $1 Par Value Preferred
Stock, 1,940 shares of the par value of $100 per share are
designated 7% Convertible Preferred Stock and 500,000 shares
of the par value of $16.00 per share are designated as $16
Par Value Preferred Stock. The $1 Par Value Preferred Stock,
the 7% Convertible Preferred Stock and the $16 Par Value
Preferred Stock are herein collectively referred to as the
"Preferred Stock".
The Preferred Stock is hereby authorized to be issued from time
to time in one or more series, the shares of each series to
have such voting powers, full or limited, or no voting power,
and such designations, preferences and relative,
participating, optional or other special rights and
qualifications, limitations or restrictions thereof and may be
convertible into, or exchangeable for, at the option of either
the holder or the Corporation or upon the happening of a
specified event, shares of any other class or classes or any
other series of the same or any other class or classes of
capital stock of the Corporation at such price or prices or at
such rate or rates of exchange and with such adjustments as
shall be stated and expressed in the Certificate of
Incorporation or any amendment thereto or in the resolution or
resolutions adopted by the Board of Directors providing for
the issue thereof.
Section 2. Description of Capital Stock. The following is a
description of each of the classes of capital stock which the
Corporation has authority to issue with the
designations, preferences, voting powers and participating,
optional or other special rights and the qualifications,
limitations or restrictions thereof:
PREFERRED STOCK
A. Rights and Restrictions of Preferred Stock.
Authority is hereby expressly vested in the Board of
Directors of the Corporation, subject to the provisions of this
Article FOURTH and to the limitations prescribed by law,
to authorize the issue from time to time of one or more series
of Preferred Stock and with respect to each such series to fix
by resolution or resolutions adopted by the affirmative
vote of a majority of the whole Board of Directors providing
for the issue of such series the voting powers, full or
limited, if any, of the shares of such series and the
designations, preferences and relative, participating, optional
or other special rights and qualifications, limitations or
restrictions thereof. The authority of
the Board of Directors with respect to each series
shall include, but not be limited to:
(1) The designation of such series.
(2) The dividend rate of such series, the
conditions and dates upon which such dividends shall be
payable, the relation which such dividends shall bear to
the dividends payable on any other class or classes or
series of the Corporation's capital stock, and whether
such dividends shall be cumulative or non-cumulative.
(3) Whether the shares of such series shall be
subject to redemption by the Corporation or the holder or
both or upon the happening of a specified event, and, if
made subject to any such redemption, the times or events, prices
and other terms and conditions of such redemption.
(4) The terms and amount of any sinking fund
provided for the purchase or redemption of the shares of such
series.
(5) Whether or not the shares of such series
shall be convertible into, or exchangeable for, at the option of
either the holder or the Corporation or upon the happening of a
specified event, shares of any other class or classes or of
any other series of the same or any other class or classes of
the Corporation's capital stock, and, if provision be
made for conversion or exchange, the times or events, prices,
rates, adjustments, and other terms and conditions of such
conversions or exchanges.
(6) The restrictions, if any, on the issue or
reissue of any additional Preferred Stock.
(7) The rights of the holders of the shares of such
series upon the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation.
(8) The provisions as to voting, optional
and/or other special rights and preferences, if any.
7% CONVERTIBLE PREFERRED STOCK
B. Dividends. The holders of 7% Convertible Preferred
Stock shall be entitled to receive, when and as declared
by the Board of Directors, out of any funds legally available
for such purpose, cash dividends at the rate of $7.00 per
annum per share, payable semi-annually on the first day of June
and December of each year. Such dividends shall be cumulative
on the 7% Convertible Preferred Stock from the date of
original issue and shall be cumulative whether or not earned.
In no event shall any dividend (other than dividends payable
in Common Stock of the Corporation) be paid or declared nor
shall any distribution be made on the Common Stock nor shall
any Common Stock be purchased, redeemed or otherwise acquired
by the Corporation for value nor shall any monies be paid to or
set aside or made available for a purchase fund or sinking fund
for the purchase or redemption of any Common Stock unless
all dividends on the 7% Convertible Preferred Stock for all past
semi-annual dividend periods and for the then current semi-annual
dividend period shall have been paid or declared and a sum
sufficient for the payment thereof set apart for payment.
C. Dissolution, Liquidation and Winding Up. In the
event of any dissolution, liquidation or winding up of the
affairs of the Corporation, whether voluntary or involuntary,
the holders of 7% Convertible Preferred Stock shall be
entitled to receive in cash out of the assets of the
Corporation an amount equal to $100 per share, together with
an amount equal to dividends accumulated and unpaid
thereon to the date of distribution before any payment
shall be made or any assets distributed to the holders of
Common Stock as a distribution of assets on such liquidation,
dissolution or winding up. If the assets available are
not sufficient to pay in full the amounts so payable to the
holders of all 7% Convertible Preferred Stock, the holders
of 7% Convertible Preferred Stock shall share ratably in any
distribution of assets in proportion to the full amounts to
which they would otherwise be entitled. The
consolidation or merger of the Corporation into or with
any other corporation or corporations pursuant to the
statutes of the State of Delaware shall not be deemed
liquidation, dissolution or winding up of the Corporation with
the meaning of any of the provisions of this section.
D. Voting Rights. The holders of 7% Convertible
Preferred Stock shall be entitled to one vote per share.
E. Redemption. From and after June 30, 1977, the 7%
Convertible Preferred Stock may be redeemed as a whole at any
time or in part from time to time at the option of the
Corporation by resolution of the Board of Directors at the
redemption price of $100 per share together with an amount
equal to accrued and unpaid dividends thereon to the redemption
date. If less than all of the outstanding shares of 7%
Convertible Preferred Stock are to be redeemed pursuant to
this paragraph, the shares to be redeemed shall be
determined either by lot or pro rata in such manner as the Board
of Directors may prescribe.
If at any time (whether before or after June 30, 1977) a
holder of 7% Convertible Preferred Stock shall not be approved by
the New York Stock Exchange, Inc. (the "NYSE") or by the
Board of Governors of the NYSE, and such approval shall be
required, the Corporation may redeem all, but not less than
all, of the shares of 7% Convertible Preferred Stock held by
such holder at the redemption price of $100 per share together
with an amount equal to accrued and unpaid dividends thereon to
the redemption date.
Notice of every redemption of 7% Convertible Preferred
Stock shall be mailed, addressed to the holders of record of
the shares to be redeemed at their respective addresses as they
appear on the stock books of the Corporation, not less than
one month and not more than three months prior to the date
fixed for redemption. Notice of such redemption shall
simultaneously be given to the NYSE.
If notice of redemption shall have been duly given as
aforesaid, and if, on or before the redemption date specified
in the notice, all funds necessary for the redemption shall
have been deposited in trust with a bank or trust company in
good standing and doing business at any place within the
United States of America, having capital, surplus and
undivided profits aggregating at least $1,000,000, and
designated in the notice of redemption, for the pro rata
benefit of the holders of the shares so called for redemption,
so as to be and continue to be available therefor, then from and
after the date of such deposit, notwithstanding that any
certificate for 7% Convertible Preferred Stock so called for
redemption shall not have been surrendered for
cancellation, the shares represented thereby shall no longer
be deemed outstanding, the dividends thereon shall cease to
accumulate from and after the date fixed for redemption, and
all rights with respect to the 7% Convertible Preferred Stock
so called for redemption shall forthwith on the date of such
deposit cease and terminate, except only the right of the
holders thereof to receive the redemption price of shares so
redeemed, including accrued dividends to the redemption date,
but without interest, and, in the case of such deposit, any
conversion rights not theretofore expired shall cease and
terminate. Any funds deposited by the Corporation pursuant
to this paragraph and unclaimed at the end of six years after
the date fixed for redemption shall be repaid to the
Corporation upon its request expressed in a resolution of its
Board of Directors, after which repayment, the holders of the
shares so called for redemption shall look only to the
Corporation for the payment thereof.
F. Conversion Rights. The 7% Convertible Preferred
Stock shall be convertible into Common Stock at the option of
the holder thereof at any time after June 30, 1977 as
hereinafter in this Section F provided. Each share of 7%
Convertible Preferred Stock shall be convertible into
the number of whole shares of Common Stock obtained by dividing
the sum of $100 by the market value of the Common Stock of
the Corporation as hereinafter defined. Upon conversion no
payment or adjustment on account of dividends accrued for the
then current semi-annual dividend period on 7% Convertible
Preferred Stock surrendered for conversion shall be made, but
the Corporation shall make a cash payment equal to all
dividends accrued but unpaid for all past dividend periods.
The market value of the Common Stock of the
Corporation shall be determined as follows, whichever is
applicable: (a) If the Common Stock of the Corporation
shall be listed upon a stock exchange registered under the
Securities Exchange Act of 1934, the market value shall equal
the average of the closing price on that exchange for the
ten business days preceding the date on which the notice of
election to convert is given; (b) If the Common Stock of
the Corporation is not listed on such an exchange but is
traded in the over-the-counter market, the market value shall be
the average of the high closing bid quotation on the ten
business days preceding the date on which notice of election
to convert is given, as reported by the National Quotations
Bureau, Incorporated or by any other source agreeable to the
Corporation and the holder of the 7% Convertible Preferred
Stock to be converted; (c) If the Common Stock of the
Corporation is not listed on such an exchange or traded in
the over-the-counter market, the market value shall be the book
value of the Common Stock of the Corporation determined as
of the last day of the month preceding the month in which the
notice of election to convert shall be given.
Any holder of 7% Convertible Preferred Stock desiring to
convert the same into Common Stock shall given written
notice to the Corporation at its principal office stating
the number of shares of 7% Convertible Preferred Stock which he
elects to convert accompanied by a certificate or
certificates representing the number of shares to be
converted duly endorsed to the Corporation or in blank or
accompanied by proper instruments of transfer. Subject to the
Corporation's right to redeem the 7% Convertible Preferred
Stock so surrendered, the Corporation shall within not less than
one month and not more than three months thereafter issue and
deliver certificates for the number of whole shares of Common
Stock into which the 7% Convertible Preferred Stock has been
converted to the person for whose account the 7% Convertible
Preferred Stock was surrendered, together with cash in lieu of
any fraction of a share of Common Stock otherwise issuable upon
such conversion on the basis of the market value of the
Common Stock determined for such conversion.
Upon surrender of any 7% Convertible Preferred Stock for
conversion, the Corporation shall have the right, in lieu of
issuing Common Stock as herein provided, to redeem the 7%
Convertible Preferred Stock so surrendered for conversion
in accordance with Section E of this Article FOURTH except
that no notice of redemption need be given. Payment of the
redemption price shall be made within not less than one month
nor more than three months of the date of giving notice of
election to convert the 7% Convertible Preferred Stock.
COMMON STOCK
G. Rights and Restrictions of Common Stock. The powers,
preferences, rights, qualifications and limitations or
restrictions thereof in respect to the Common Stock are as
follows:
(1) Subject to provisions of this Article
FOURTH with respect to the 7% Convertible Preferred
Stock and to the provisions of a resolution or
resolutions of the Board of Directors establishing a
series of Preferred Stock, dividends may be declared by the
Board of Directors and paid from time to time out of any
funds legally available therefor upon the then outstanding
shares of Common Stock, and holders of 7% Convertible Preferred
Stock and Preferred Stock shall not be entitled to participate
in any such dividends.
(2) In the event of any dissolution,
liquidation or winding up of the affairs of the Corporation,
all assets and funds of the Corporation remaining after
paying all amounts payable to the holders of 7% Convertible
Preferred Stock and the holders of Preferred Stock shall be
distributed to the holders of Common Stock ratably according to
the number of shares of Common Stock held.
(3) The holders of Common Stock shall be
entitled to one vote per share.
OTHER PROVISIONS
H. Limitation on Distributions to Stockholders. No
dividend shall be declared or paid which shall impair the
capital of the Corporation nor shall any distribution
of assets be made to any stockholder unless the value of
the assets of the Corporation remaining after such payment
or distribution is at least equal to the aggregate of
its debts and liabilities, including capital.
I. Preemptive Rights. No holders of shares of any
class or series of this Corporation shall have any
preemptive rights to subscribe for any shares of any class or
series of stock of the Corporation, whether now or hereafter
authorized, or for any obligations convertible into shares of
any class or series of stock of this Corporation, whether now
or hereafter authorized.
J. Voting by Classes. All matters shall be voted upon
without distinction as to classes or series of stock.
FIFTH: Reserved.
SIXTH: Reserved.
SEVENTH: (a) Any person who was or is a part or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an
action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified by the Corporation, unless
similar indemnification is provided by such other corporation,
partnership, joint venture, trust or other enterprise (any funds
received by any person as a result of the provisions of this
Article being deemed an advance against his receipt of
any such other indemnification from any such other
corporation, partnership, joint venture, trust or other
enterprise), against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding if he acted in good faith and in a
manner he 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 conduct was unlawful; provided however, that,
except as provided in paragraph (k) of this Article, the
Corporation shall not be required to indemnify any such
person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person unless the
initiation of such proceeding (or part thereof) by such person
was authorized by the Board of Directors of the
Corporation. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person seeking indemnification
did not act in good faith and in a manner which he 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 reasonable cause to believe that his conduct
was unlawful.
(b) Any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall be
indemnified by the Corporation, unless similar indemnification
is provided by such other corporation, partnership, joint
venture, trust or other enterprise (any funds received by any
person as a result of the provisions of this Article being
deemed an advance against his receipt of any such other
indemnification from any such other corporation, partnership,
joint venture, trust or other enterprise), against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper. The termination
of any action or suit by judgment, order or settlement shall
not, of itself, create a presumption that the person seeking
indemnification did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best
interests of the Corporation. Entry of a judgment by consent
as part of a settlement shall not be deemed a final adjudication
of liability nor of any other issue or matter.
(c) To the extent that a director, officer, employee or agent
of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in paragraphs (a) or (b), or in defense of any
claim, issue or matter therein, he shall be indemnified by
the Corporation against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection
therewith without the necessity of any action being taken by
the Corporation other than the determination, in good faith,
that such defense has been successful.
(d) Except as set forth in paragraph (c) of this Article, any
indemnification under paragraphs (a) and (b) of this Article
(unless ordered by the court), shall be made by the Corporation
only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable
standard of conduct set forth in paragraphs (a) and (b) of
this Article. Such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion, or (3) by
the holders of a majority of the shares of Common Stock
outstanding.
(e) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount
if it shall ultimately be determined that he is not entitled to
be indemnified by the Corporation.
(f) The indemnification and advancement of expenses
provided by this Article shall not be deemed exclusive of any
other rights to which those seeking indemnification or seeking
advancement of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in an official capacity and as
to action in another capacity while holding such office.
(g) By action of the Board of Directors, notwithstanding any
interest of the directors in the action, the Corporation may
purchase and maintain insurance, in such amounts as the Board of
Directors deems appropriate, on behalf of any person who is
or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or
not the Corporation shall have the power to indemnify him
against such liability under the provisions of this Article.
(h) For purposes of this Article, references to "the
Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers,
employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same position under this
Article with respect to the resulting or surviving corporation
as he would have with respect to such constituent corporation
if its separate existence had continued.
(i) For purposes of this Article, references to "other
enterprises" shall include employee benefit plans and any
exchange, board of trade, clearing corporation or similar
institution on which the Corporation or any other
corporation a majority of the stock of which is owned
directly or indirectly by the Corporation had membership
privileges at the relevant time during which any such
position was held; references to "fines" shall include any
excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the
request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation
which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries or with
respect to any exchange, board of trade, clearing
corporation or similar institution on which the Corporation or
any other corporation a majority of the stock of which is owned
directly or indirectly by the Corporation had membership
privileges at the relevant time during which any such position
was held; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this Article.
(j) The indemnification and advancement of expenses
hereby provided shall be a contract right and shall continue as
to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.
(k) If a claim under paragraph (a), (b) or (c) of this
Article is not paid in full by the Corporation within thirty days
after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses pursuant to
paragraph (c) where the required undertaking has been
tendered to the Corporation) that the claimant has not met the
standards of conduct set forth in paragraphs (a) and (b), but
the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal
counsel or its stockholders) to have made a determination prior
to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has
met the applicable standard of conduct, nor an actual
determination by the Corporation (including its Board of
Directors, independent legal counsel or its stockholders) that
the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that
the claimant has not met the applicable standard of conduct.
EIGHTH: In furtherance, and not in limitation of the
powers conferred by statute, the Board of Directors is
expressly authorized:
(a) To fix, determine and vary from time to time the amount
to be maintained as surplus and the amount or amounts to be
set apart as working capital.
(b) To make, amend, alter, change, add to or repeal by-
laws of this Corporation, without any action on the part of the
stockholders. The by-laws made by the directors may be
amended, altered, changed, added to or repealed by the
stockholders.
(c) By resolution passed by a majority of the whole
board, to designate two or more directors to constitute an
Executive Committee, which committee shall have and exercise
(except when the Board of Directors shall be in session) such
powers and rights of the Board of Directors in the management
of the business and affairs of this Corporation as may be
provided in the by-laws or in said resolution, and shall
have power to authorize the seal of this Corporation to be
affixed to all papers which may require it.
(d) To authorize and cause to be executed mortgages and
liens, without limit as to amount, upon the real and personal
property of this Corporation.
(e) From time to time to determine whether and to what
extent, at what time and place, and under what conditions and
regulations the accounts and books of this Corporation, or any
of them, shall be open to the inspection of any stockholder; and
no stockholder shall have any right to inspect any account
or book or document of this Corporation except as conferred
by statute or the by-laws, or as authorized by a
resolution of the stockholders or Board of Directors.
(f) To sell, assign, convey or otherwise dispose of a
part of the property, assets and effects of this
Corporation less than the whole or less than
substantially the whole thereof, on such terms and
conditions as they shall deem advisable, without the assent of
the stockholders in writing or otherwise; and also to sell,
assign, transfer, convey and otherwise dispose of the whole or
substantially the whole of the property, assets, effects,
franchises and good will of this Corporation on such terms and
conditions as they will deem advisable, but only with the
written consent or pursuant to the affirmative vote of the
holders of at least a majority in amount of the stock then
having voting power at the time issued and outstanding, but in
any event not less than the amount required by law.
(g) By resolution passed by a majority of the whole
board, to designate a committee, to consist of two or more
persons who may, but need not, be directors of the Corporation,
which shall have such power and authority as the Board of
Directors may authorize to administer any or all employee stock
option, purchase and bonus plans which may from time to time
be adopted by the Corporation. Without limiting the
generality of the foregoing, such committee may be authorized
to select the employees to receive options, determine the number
of shares to be covered by each option, determine the option
price, determine the form of option and the other terms
thereof and issue the options.
(h) All of the powers of this Corporation, insofar as the
same lawfully may be vested by this Certificate in the Board of
Directors, are hereby conferred upon the Board of Directors of
this Corporation.
NINTH: No contract or transaction between the Corporation and
one or more of its directors or officers, or between the
Corporation and any other corporation, partnership,
association, or other organization in which one or more of its
directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present
at or participates in the meeting of the board of committee
thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such
purpose if, (a) the material facts as to his relationship or
interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the
committee, and the Board of Directors or the committee in good
faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less
than a quorum, or (b) the material facts as to his relationship
or interest and as to the contract or transaction are disclosed
or are known to the stockholders entitled to vote thereon, and
the contract or transaction is specifically approved in good
faith by vote of the stockholders, or (c) the contract or
transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified by the Board of Directors, a
committee thereof, or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum
at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.
TENTH: This Corporation may in its by-laws make any other
provisions or requirements for the management or conduct of the
business of this Corporation, provided the same not be
inconsistent with the provisions of this Certificate or
contrary to the laws of the State of Delaware or of the
United States.
ELEVENTH: This Corporation reserves the right to amend,
alter, change, add to or repeal any provision contained in this
Certificate of Incorporation in the manner now or hereafter
prescribed by the statute, and all rights conferred upon
officers, directors and stockholders herein are granted subject
to this reservation.
TWELFTH: A director of this Corporation shall have no
personal liability to this Corporation or its stockholders for
monetary damages for breach of his fiduciary duty as a
director; provided, however, that this Article shall not
eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to this Corporation or
its stockholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law; (iii) for the unlawful payment of dividends or
unlawful stock repurchases under Section 174 of the General
Corporation Law of the State of Delaware; or (iv) for any
transaction from which the director derived an improper personal
benefit. This Article shall not eliminate or limit the liability
of a director for any act or omission occurring prior to the
effective date of this Article.
THIRTEENTH: The Board of Directors of the Corporation, when
evaluating any offer of another party to (a) make a tender
offer or exchange offer for any equity security of the
Corporation, (b) merge or consolidate the Corporation with
another corporation, or (c) purchase or otherwise acquire
all or substantially all of the properties and assets of
the Corporation, shall, in connection with the exercise of
its judgment in determining what is in the best interests of the
Corporation and its stockholders, give due consideration to all
relevant factors, including without limitation the social and
economic effects on the employees, customers, suppliers and
other constituents of the Corporation and its subsidiaries
and on the communities in which the Corporation and its
subsidiaries operate or are located.
FOURTEENTH: SECTION 1. Special Vote Required for Certain
Business Combinations. In addition to any affirmative vote
required by law or this Certificate of Incorporation or the
Bylaws of the Corporation, and except as otherwise expressly
provided in SECTION 2 of this Article FOURTEENTH, a Business
Combination (as hereinafter defined) with, or proposed by or on
behalf of, any Interested Stockholder (as hereinafter
defined) or any Affiliate or Associate (as hereinafter
defined) of any Interested Stockholder or any person who
after such Business Combination would be an Affiliate or
Associate of such Interested Stockholder shall require the
affirmative vote of not less than two-thirds of the votes
entitled to be cast by the holders of all of the then
outstanding shares of Voting Stock (as hereinafter defined),
voting together as a single class, excluding Voting Stock
beneficially owned by such Interested Stockholder. Such
affirmative vote shall be required notwithstanding the fact that
no vote may be required, or that a lesser percentage or separate
class vote may be specified, by law, by any other provision of
this Certificate of Incorporation or the Bylaws of the
Corporation, by any agreement with any national securities
exchange or otherwise.
SECTION 2. When Special Vote Not Required. The
provisions of SECTION 1 of this Article FOURTEENTH shall not be
applicable to any particular Business Combination, and such
Business Combination shall require only such
affirmative vote, if any, as is required by law, by any
other provision of this Certificate of Incorporation or the
Bylaws of the Corporation, by any agreement with any
national securities exchange or otherwise, if, in the case of
a Business Combination involving the receipt of consideration by
the holders of the Corporation's outstanding Capital
Stock (as hereinafter defined), the condition specified in
paragraph (a) below is met or all of the conditions specified in
paragraph (b) below are met or if, in the case of a Business
Combination not involving the receipt of consideration by the
holders of the Corporation's outstanding Capital Stock, the
condition specified in paragraph (a) below is met:
(a) Approval by Continuing Directors. The Business
Combination (either specifically or as a transaction which is
within an approved category of transactions) shall have been
approved by a majority of the Continuing Directors (as
hereinafter defined).
(b) Minimum Price and Other Requirements. All of the
following conditions shall have been met:
(1) Minimum Price Requirements. With respect to
every class or series of outstanding Capital Stock of the
Corporation, whether or not the Interested Stockholder has
previously acquired beneficial ownership of any shares of such
class or series of Capital Stock:
(A) The aggregate amount of cash plus the Fair
Market Value (as hereinafter defined), as of the date of the
consummation of the Business Combination, of consideration
other than cash to be received per share by holders of Common
Stock in such Business Combination shall be at least equal to
the higher of the amounts determined pursuant to clauses (i)
and (ii) below:
(i) the highest per share price
(including any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by or on behalf of the
Interested Stockholder of beneficial ownership of shares of
Common Stock in connection with the acquisition by the
Interested Stockholder of beneficial ownership of shares of
Common Stock (x) within the two-year period immediately prior
to the Announcement Date (as hereinafter defined) or (y)
in the transaction or series of related transactions in
which it became an Interested Stockholder, whichever is
higher, in either case as adjusted for any subsequent stock
split, stock dividend, subdivision or reclassification with
respect to Common Stock; and
(ii) the Fair Market Value per share of
Common Stock (x) on the Announcement Date or (y) on the
Determination Date (as hereinafter defined), whichever is
higher, as adjusted for any subsequent stock split, stock
dividend, subdivision or reclassification with respect to
Common Stock.
(B) The aggregate amount of cash plus the Fair
Market Value, as of the date of the consummation of the
Business Combination, of consideration other than cash to be
received per share by holders of shares of any class or series
of outstanding Capital Stock, other than Common Stock, shall be
at least equal to the highest of the amounts determined
pursuant to clauses (i), (ii) and (iii) below:
(i) the highest per share price
(including any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by or on behalf of the
Interested Stockholder for any share of such class or series of
Capital Stock in connection with the acquisition by the
Interested Stockholder of beneficial ownership of shares of
such class or series of Capital Stock (x) within the two-
year period immediately prior to the Announcement Date or
(y) in the transaction or series of related
transactions in which it became an Interested Stockholder,
whichever is higher, in either case as adjusted for any
subsequent stock split, stock dividend, subdivision or
reclassification with respect to such class or series of
Capital Stock;
(ii) the Fair Market Value per share of
such class or series of Capital Stock (x) on the Announcement
Date or (y) on the Determination Date, whichever is higher,
as adjusted for any subsequent stock split, stock dividend,
subdivision or reclassification with respect to such class or
series of Capital Stock; and
(iii) the highest preferential amount per
share, if any, to which the holders of shares of such class
or series of Capital Stock would be entitled in the event of
any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation regardless
of whether the Business Combination to be consummated
constitutes such an event.
(2) Other Requirements.
(A) The consideration to be received by
holders of a particular class or series o outstanding Capital
Stock shall be in cash or in the same form as previously has
been paid by or on behalf of the Interested Stockholder in
connection with its direct or indirect acquisition of
beneficial ownership of shares of such class or series of Capital
Stock. If the consideration so paid for shares of any class or
series of Capital Stock varies as to form, the form of
consideration for such class or series of Capital Stock
shall be either cash or the form paid by or on behalf of the
Interested Stockholder in connection with its direct or
indirect acquisition of beneficial ownership of the largest
number of shares of such class or series of Capital Stock.
(B) After the Determination Date and prior to
the consummation of such Business Combination:
(i) there shall have been no failure to
declare and pay at the regular date therefor any full
regular dividends (whether or not cumulative) payable in
accordance with the terms of any outstanding Capital
Stock, other than the Common Stock, except as approved by a
majority of the Continuing Directors;
(ii) there shall have been no
reduction in the amount, or change in the frequency of
payment, of any dividends regularly paid on the Common
Stock (except as necessary to reflect any stock split,
stock dividend, subdivision or reclassification of the Common
Stock), except as approved by a majority of the Continuing
Directors;
(iii) there shall have been an
increase in the amount of any dividends regularly paid on the
Common Stock as necessary to reflect any reverse stock split
or reclassification of the Common Stock, or any split,
recapitalization, reorganization or any similar transaction
that has the effect of reducing the number of
outstanding shares of Common Stock, unless the failure so
to increase the amount of such dividends is approved by a
majority of the Continuing Directors; and
(iv) such Interested Stockholder shall
not have become the beneficial owner of any additional
shares of Capital Stock except as part of or otherwise
in connection with the transaction or series of
related transactions that resulted in such Interested
Stockholder becoming an Interested Stockholder (including
the exercise of any right to purchase additional shares
of Capital Stock granted to any Interested Stockholder by the
Corporation in connection with such transaction or series
of related transactions) and except in a transaction or
series of related transactions that, after giving effect
thereto, would not result in any increase in the
Interested Stockholder's percentage beneficial ownership of any
class or series of Capital Stock.
(C) After the Determination Date, such
Interested Stockholder shall not have received the
benefit, directly or indirectly, (except proportionately as a
stockholder of the Corporation), of any loans, advances,
guarantees, pledges or other financial assistance or any
tax credits or other tax advantages provided by the
Corporation, whether in anticipation of or in connection with
such Business Combinations or otherwise.
(D) A proxy or information statement
describing the proposed Business Combination and complying with
the requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder (the "Act")
(or any subsequent provisions replacing such Act), shall be
mailed to all stockholders of the Corporation at least 30 days
prior to the consummation of such Business Combination
(whether or not such proxy or information statement is
required to be mailed pursuant to such Act or subsequent
provisions). Such proxy or information statement shall
contain, in a prominent place, any statement as to the
advisability (or inadvisability) of the Business Combination that
the Continuing Directors, or any of them, may choose to make
and, if deemed advisable by a majority of the
Continuing Directors, the opinion of an investment banking
firm selected by a majority of the Continuing Directors as
to the fairness (or not) of the terms of the Business
Combination from a financial point of view to the holders of
the outstanding shares of Capital Stock other than the
Interested Stockholder and its Affiliates or Associates, such
investment banking firm to be paid a reasonable fee for its
services by the Corporation.
(E) After the Determination Date, such
Interested Stockholder shall not have made any major change
in the Corporation's business or capital structure without
the approval of a majority of the Continuing
Directors.
SECTION 3. Certain Definitions. The following
definitions shall apply with respect to this Article
FOURTEENTH:
(a) The term "Business Combination" shall mean:
(1) any merger or consolidation of the
Corporation or any Subsidiary (as hereinafter defined) with
(A) any Interested Stockholder or (B) any other company
(whether or not itself an Interested Stockholder) that is or
after such merger or consolidation would be an Affiliate or
Associate of an Interested Stockholder; or
(2) any sale, lease, exchange, mortgage,
pledge, transfer or other disposition, or any security
arrangement, investment, loan, advance, guarantee agreement to
purchase, agreement to pay, extension of credit, joint venture
participation or other arrangement, in one transaction or in a
series of transactions, with or for the benefit of any Interested
Stockholder of any Affiliate or Associate of any Interested
Stockholder involving any assets, securities or commitments
of the Corporation, any Subsidiary, any Interested
Stockholder or any Affiliate or Associate or any Interested
Stockholder that, together with all other such arrangements,
has an aggregate Fair Market Value and/or involves aggregate
commitments equal to 10% or more of the book value of the
total assets (in the case of transactions involving
assets or commitments other than capital stock) or 10% or more
of the stockholders' equity (in the case of transactions in
capital stock) of the entity in question (the "Substantial
Part"), as reflected in the most recent fiscal year-end
consolidated balance sheet of such entity existing at the time
the stockholders of the Corporation would be required to
approve or authorize the Business Combination involving
the assets, securities and/or commitments constituting any
Substantial Part; or
(3) the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation which any
Interested Stockholder votes for or consents to; or
(4) any issuance or reclassification of
securities (including any stock dividend, split or reverse split
or any other distribution of securities in respect
of stock), any recapitalization of the Corporation, any merger
or consolidation of the Corporation with any of its
Subsidiaries or any other transaction (whether or not with or
otherwise involving an Interested Stockholder) that has the
effect, directly or indirectly, of increasing the
proportionate share of any class or series of Capital Stock,
or any securities convertible into or rights, options or
warrants to acquire Capital Stock or equity securities of
any Subsidiary, that is beneficially owned by any Interested
Stockholder or any Affiliate or Associate of any
Interested Stockholder; or
(5) any agreement, arrangement or other
understanding providing for any one or more of the actions
specified in the foregoing clauses (1) to (4).
(b) The term "Capital Stock" shall mean all capital
stock of the Corporation authorized to be issued from time to
time under Article FOURTH of this Certificate of Incorporation,
and the term "Voting Stock" shall mean all Capital Stock
which by its terms may be voted on all matters submitted to
stockholders of the Corporation generally.
(c) The term "person" shall mean any individual,
firm, company or other entity and shall include any group
comprised of any person and any other person with whom such
person or any Affiliate or Associate of such person has any
agreement, arrangement or understanding, directly or indirectly,
for the purpose of acquiring, holding, voting or disposing of
Capital Stock.
(d) The term "Interested Stockholder" shall mean any
person (other than the Corporation or any Subsidiary and
other than any profit-sharing, employee stock ownership or
other employee benefit plan of the Corporation or any
Subsidiary or any trustee of or fiduciary with respect to
any such plan when acting in such capacity) who (1) is, or has
publicly disclosed a plan or intention to become, the
beneficial owner of Voting Stock representing 10% or more of
the votes entitled to be cast by the holders of all
then outstanding shares of Voting Stock or (2) is an
Affiliate or Associate of the Corporation and at any time
within the two-year period immediately prior to the date in
question was the beneficial owner of Voting Stock representing
10% or more of the votes entitled to be cast by the holders of
all then outstanding shares of Voting Stock.
(e) A person shall be a "beneficial owner" of, shall
"beneficially own" and shall have "beneficial
ownership" of any Capital Stock (1) that such person or any of
its Affiliates or Associates owns, directly or indirectly; (2)
that such person or any of its Affiliates or Associates
has, directly or indirectly, (A) the right to acquire
(whether such right is exercisable immediately or subject
only to the passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options,
or otherwise, or (B) the right to vote pursuant to any
agreement, arrangement or understanding; or (3) which is
beneficially owned, directly or indirectly, by any other person
with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for
the purpose of acquiring, holding, voting or disposing of any
shares of Capital Stock. For the purposes of determining
whether a person is an Interested Stockholder pursuant to
paragraph (d) of this SECTION 3, the number of shares of
Capital Stock deemed to be outstanding shall include shares
deemed beneficially owned by such person through application of
this paragraph (e) of SECTION 3, but shall not include any
other shares of Capital Stock that may be issuable pursuant to
any agreement, arrangement or understanding, or upon exercise
of conversion rights, warrants or options, or otherwise.
(f) The terms "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 under
the Act as in effect on the date that this Article FOURTEENTH
is approved by the Board of Directors of the Corporation
(the term "registrant" in Rule 12b-2 meaning in this case the
Corporation).
(g) The term "Subsidiary" means any company of which a
majority of any class of equity securities are
beneficially owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes of the
definition of Interested Stockholder set forth in paragraph
(d) of this SECTION 3, the term "Subsidiary" shall mean
only a company of which a majority of each class of
equity security is beneficially owned by the Corporation.
(h) The term "Continuing Director," with respect to any
particular Business Combination with, or proposed by or on
behalf of, any Interested Stockholder or any Affiliate or
Associate of any Interested Stockholder or any person who
thereafter would be an Affiliate or Associate of any
Interested Stockholder, means any member of the Board of
Directors of the Corporation (the "Board of Directors"),
while such person is a member of the Board of Directors,
who is not an Affiliate, Associate or representative of
such Interested Stockholder and was a member of the Board of
Directors prior to the time such Interested Stockholder became an
Interested Stockholder, and any successor of a Continuing
Director while such successor is a member of the Board of
Directors, who is not an Affiliate or Associate or
representative of such Interested Stockholder and is
recommended or elected to succeed the Continuing Director by
a majority of Continuing Directors.
(i) The term "Fair Market Value" means (1) in the case
of cash, the amount of such cash; (2) in the case of stock, the
highest closing sale price during the 30-day period immediately
preceding the date in question of a share of such stock on the
Composite Tape for New York Stock Exchange-Listed Stocks, or, if
such stock is not quoted on the Composite Tape, on the New York
Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange
registered under the Act on which such stock is listed, or, if
such stock is not listed on any such exchange, the highest
closing sale price with respect to a share of such stock
during the 30-day period preceding the date in question as
reported by the National Association of Securities
Dealers, Inc. Automated Quotation System or any similar system
then in use, or if no such sale prices are available, the
highest of the means between the last reported bid and asked
price with respect to a share of such stock on each day during
the 30-day period preceding the date in question as reported by
the National Association of Securities Dealers, Inc. Automated
Quotation System, or if not so reported, as determined by a
member firm of the National Association of Securities Dealers,
Inc. selected by the Continuing Directors, or if no such bid and
asked prices are available, the fair market value on the date
in question of a share of such stock as determined in good
faith by a majority of the Continuing Directors; and (3)
in the case of property other than cash or stock, the fair market
value of such property on the date in question as determined in
good faith by a majority of the Continuing Directors.
(j) In the event of any Business Combination in which the
Corporation survives, the phrase "consideration other than
cash to be received" as used in paragraphs (b) (1) (A) and (b)
(1) (B) of SECTION 2 of this Article FOURTEENTH shall
include the shares of Common Stock and/or the shares of any
other class or series of Capital Stock retained by the holders of
such shares.
(k) The term "Announcement Date" means the date on
which the proposed Business Combination is first publicly
announced, disclosed or reported.
(l) The term "Determination Date" means with respect to
any Interested Stockholder the later of the date that this
Article FOURTEENTH is approved by the Board of Directors of the
Corporation or the date on which such Interested Stockholder
became an Interested Stockholder.
SECTION 4. Powers of Directors. For the purpose of this
Article FOURTEENTH, a majority of the Continuing Directors
shall have the power and duty to determine in good faith, on the
basis of information known to them after reasonable inquiry,
all questions arising under this Article FOURTEENTH,
including, without limitation, (a) whether a person is an
Interested Stockholder, (b) the number of shares of Capital
Stock beneficially owned by any person, (c) whether a person
is an Affiliate or Associate of another, (d) whether a
Business Combination or any proposal to amend, repeal or adopt
any provision of this Certificate of Incorporation inconsistent
with this Article FOURTEENTH (collectively, a "Proposed
Action") is with, or proposed by or on behalf of, an Interested
Stockholder or an Affiliate or Associate of an Interested
Stockholder or a person who thereafter would be an
Interested Stockholder or an Affiliate or Associate of an
Interested Stockholder, and (e) whether any transaction
specified in paragraph (a) (2) of SECTION 3 of this Article
FOURTEENTH meets the Substantial Part test set forth therein;
except that a majority of the entire Board of Directors shall
have the power and duty to determine in good faith, on the
basis of information known to them after reasonable
investigation, whether a director is a "Continuing Director" as
defined in paragraph (h) of SECTION 3 of this Article
FOURTEENTH. Any such determination made in good faith
shall be binding and conclusive on all parties.
SECTION 5. No Effect on Fiduciary Obligations.
(a) Nothing contained in this Article FOURTEENTH shall be
construed to relieve any Interested Stockholder from any
fiduciary obligation imposed by law.
(b) The fact that any Business Combination complies with the
provisions of SECTION 2 of this Article FOURTEENTH shall not be
construed to impose any fiduciary duty, obligation or
responsibility on the Board of Directors, or any member
thereof, to approve such Business Combination or recommend its
adoption or approval to the stockholders of the
Corporation, nor shall such compliance limit, prohibit or
otherwise restrict in any manner the Board of Directors, or any
member thereof, with respect to evaluations of or actions
and responses taken with respect to such Business Combination.
SECTION 6. Amendment, Repeal, etc. Notwithstanding any
other provisions of this Certificate of Incorporation or the
Bylaws of the Corporation (and notwithstanding the fact that
a lesser percentage or separate class vote may be specified by
law, this Certificate of Incorporation or the Bylaws of the
Corporation), any proposal to amend, repeal or adopt any
provision of this Certificate of Incorporation inconsistent with
this Article FOURTEENTH which is proposed by or on behalf of
an Interested Stockholder or an Affiliate or Associate of
an Interested Stockholder or any person who would thereafter
be an Interested Stockholder or Affiliate or Associate of an
Interested Stockholder shall require the affirmative vote of the
holders of not less than two-thirds of the votes entitles to be
cast by the holders of all of the then outstanding shares of
Voting Stock, voting together as a single class, excluding Voting
Stock beneficially owned by such Interested Stockholder,
unless such amendment, repeal or adoption is declared
advisable by the affirmative vote of (a) two-thirds of the
entire Board of Directors and (b) a majority of the Continuing
Directors.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INTER-REGIONAL FINANCIAL GROUP, INC.
The undersigned, the Senior Vice President, General
Counsel and Secretary of Inter-Regional Financial Group, Inc.
(the "Corporation") does hereby certify that in accordance
with the requirements of Section 242 of the Delaware General
Corporation Law, the stockholders of the Corporation adopted the
following resolution on May 1, 1996, amending Article Fourth,
Section 1 of the Restated Certificate of Incorporation as
follows:
RESOLVED, that Article Fourth of the Restated Certificate
of Incorporation be amended to increase the number of shares of
Common Stock of the Company from 20,000,000 shares to 30,000,000
shares, so that the first paragraph of Section 1 of Article
Fourth, as amended, will read as follows:
FOURTH: Section 1. Shares, Classes and Series
Authorized. The total number of shares of stock which this
Corporation has the authority to issue is 32,501,940 shares of
stock, of which 30,000,000 shares of the par value of $.125 per
share are designated Common Stock, and 2,000,000 shares of the par
value of $1.00 per share are designated $1 Par Value Preferred Stock,
1,940 shares of the par value of $100 per share are designated 7%
Convertible Preferred Stock and 500,000 shares of the par value
of $16.00 per share are designated as $16 Par Value Preferred
Stock. The $1 Par Value Preferred Stock, the 7% Convertible
Preferred Stock and the $16 Par Value Preferred Stock are herein
collectively referred to as the "Preferred Stock."
IN WITNESS WHEREOF, the Corporation has caused this
certificate to be executed by Carla J. Smith, its Senior Vice
President, General Counsel and Secretary, and attested by
Bentley J. Anderson, its Assistant Secretary, this 2nd day of
May, 1996.
Carla J. Smith
--------------------------
Carla J. Smith
Senior Vice President,
General Counsel and Secretary
Attest:
Bentley J. Anderson
- ----------------------
Bentley J. Anderson
Assistant Secretary
CERTIFICATE OF DESIGNATION
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
INTERRA FINANCIAL INCORPORATED
The undersigned hereby certifies that the Board of Directors
of Interra Financial Incorporated (the "Corporation"), a
corporation organized and existing under the Delaware General
Corporation Law, duly adopted the following resolution on April
30, 1997:
RESOLVED, that a series of preferred stock of the
Corporation is hereby created, and the designation and
amount thereof and the relative rights and preferences of
the shares of such series, are as set forth in Annex 1
appended hereto.
IN WITNESS WHEREOF, I have subscribed my name this 30th day
of April, 1997.
INTERRA FINANCIAL INCORPORATED
By Carla J. Smith
---------------------
Carla J. Smith
Its Senior Vice President,
Secretary and General Counsel
Annex 1
Section 1. Designation and Amount. The shares of such
series shall be designated as "Series A Junior Participating
Preferred Stock" (the "Preferred Shares") and the number of
shares constituting the Preferred Shares shall be 200,000. Such
number of shares may be increased or decreased by resolution of
the Board of Directors and any necessary stockholder approval;
provided, however, that no decrease shall reduce the number of
shares of Preferred Shares to a number less than the number of
shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Preferred Shares.
Section 2. Dividends and Distributions.
(a) Subject to the rights of the holders of any shares
of any series of preferred stock (or any similar stock) ranking
prior and superior to the Preferred Shares with respect to
dividends, the holders of Preferred Shares, in preference to the
holders of Common Stock, par value $.125 (the "Common Stock"), of
the Corporation, and of any other junior stock, shall be entitled
to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly
dividends payable in cash on the first day of March, June,
September and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a share of Preferred
Shares, in an amount per share (rounded to the nearest cent)
equal to the greater of (i) $1.00 or (ii) subject to the
provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times
the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions, other than a dividend payable
in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Preferred Shares. In the event
the Corporation shall at any time after April 30, 1997, declare
or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then in each such case the amount to
which holders of shares of Preferred Shares were entitled
immediately prior to such event under clause (ii) of the
preceding sentence shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
(b) The Corporation shall declare a dividend or
distribution on the Preferred Shares as provided in paragraph (a)
of this Section immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable
in shares of Common Stock or a subdivision of the outstanding
Common Stock); provided that, in the event no dividend or
distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of
$1.00 per share on the Preferred Shares shall nevertheless be
payable, out of funds legally available for such purpose, on such
subsequent Quarterly Dividend Payment Date.
(c) Dividends shall begin to accrue and be cumulative
on outstanding shares of Preferred Shares from their date of
issue. Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Preferred Shares in an amount
less than the total amount of such dividends at the time accrued
and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for
the determination of holders of Preferred Shares entitled to
receive payment of a dividend or distribution declared thereon,
which record date shall be not more than 60 days prior to the
date fixed for the payment thereof.
Section 3. Voting Rights.
(a) Subject to the provision for adjustment
hereinafter set forth, each Preferred Share shall entitle the
holder thereof to 100 votes on all matters submitted to a vote of
the stockholders of the Corporation. In the event the
Corporation shall at any time after April 30, 1997, declare or
pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of
the outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common
Stock, then in each such case the number of votes per share to
which holders of shares of Preferred Shares were entitled
immediately prior to such event shall be adjusted by multiplying
such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such
event.
(b) Except as otherwise provided herein or by law, the
holders of Preferred Shares and the holders of Common Stock and
any other capital stock of the Corporation having general voting
rights shall vote together as one class on all matters submitted
to a vote of stockholders of the Corporation.
(c) Except as set forth herein or required by law,
holders of Preferred Shares shall have no special voting rights
and their consent shall not be required (except to the extent
they are entitled to vote with holders of Common Stock as set
forth herein) for taking any corporate action.
Section 4. Certain Restrictions.
(a) Whenever quarterly dividends or other dividends or
distributions payable on the Preferred Shares as provided in
Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on
shares of Preferred Shares outstanding shall have been paid in
full, the Corporation shall not:
(i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding
up) to the Preferred Shares;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Preferred Shares, except dividends paid
ratably on the Preferred Shares and all such parity stock on
which dividends are payable or in arrears in proportion to
the total amounts to which the holders of all such shares are
then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as
to dividends or upon liquidation, dissolution or winding up)
to the Preferred Shares; provided, however, that the
Corporation may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for
shares of any stock of the Corporation ranking junior (either
as to dividends or upon dissolution, liquidation or winding
up) to the Preferred Shares; or
(iv) redeem or purchase or otherwise acquire for
consideration any Preferred Shares, or any stock ranking on a
parity with the Preferred Shares, except in accordance with a
purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and
other relative rights and preferences of the respective
series and classes, shall determine in good faith will result
in fair and equitable treatment among the respective series
or classes.
(b) The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless the
Corporation could, under paragraph (a) of this Section 4,
purchase or otherwise acquire such shares at such time and in
such manner.
Section 5. Reacquired Shares. Any Preferred Shares
purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the
acquisition thereof. All such shares shall upon their
cancellation become authorized but unissued shares of preferred
stock and may be reissued as part of a new series of preferred
stock subject to the conditions and restrictions on issuance set
forth herein, in the Certificate of Incorporation, or in any
other certificate of designation creating a series of preferred
stock or any similar stock or as otherwise required by law.
Section 6. Liquidation, Dissolution or Winding Up.
Upon any liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (1) to the holders of
shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Preferred Shares
unless, prior thereto, the holders of Preferred Shares shall have
received the greater of (i) $100 per share, plus an amount equal
to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment, or (ii) an
aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the
aggregate amount to be distributed per share to holders of Common
Stock, or (2) to the holders of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up)
with the Preferred Shares, except distributions made ratably on
the Preferred Shares and all such parity stock in proportion to
the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up. In
the event the Corporation shall at any time after April 30, 1997,
declare or pay any dividend on the Common Stock payable in shares
of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then in each such case the aggregate
amount to which holders of shares of Preferred Shares were
entitled immediately prior to such event under clause (1)(ii) of
the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the
Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case
each share of Preferred Shares shall at the same time be
similarly exchanged or changed into an amount per share, subject
to the provision for adjustment hereinafter set forth, equal to
100 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into
which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after
April 30, 1997, declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise) into a greater or lesser
number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the
exchange or change of shares of Preferred Shares shall be
adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding
immediately prior to such event.
Section 8. No Redemption. The Preferred Shares shall
not be redeemable.
Section 9. Rank. The Preferred Shares shall rank,
with respect to the payment of dividends and the distribution of
assets, junior to all other series of the Corporation's $1 Par
Value Preferred Stock and any other class of the Corporation's
Preferred Stock.
Section 10. Fractional Shares. Preferred Shares may
be issued in fractions of a share which are integral multiples of
one one-hundredth of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to receive
dividends, participate in distributions and to have the benefit
of all other rights of holders of Preferred Shares.
Section 11. Amendment. The Certificate of
Incorporation of the Corporation shall not be amended in any
manner which would materially alter or change the powers,
preferences or rights of the Preferred Shares so as to affect
them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Preferred Shares,
voting together as a single class.
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
INTERRA FINANCIAL INCORPORATED
INTO
INTER-REGIONAL FINANCIAL GROUP, INC.
Pursuant to Section 253 of the Delaware General Corporation
Law, INTER-
REGIONAL FINANCIAL GROUP, INC., a corporation organized and
existing under the laws of the State of Delaware, does hereby
certify:
FIRST, that this Corporation owns all of the outstanding
shares of stock of INTERRA FINANCIAL INCORPORATED, a corporation
incorporated on this 4th day of February, 1997, pursuant to the
laws of the State of Delaware.
SECOND, that this Corporation by the following resolutions
duly adopted by it's Board of Directors at a meeting held on this
4th day of February, 1997 determined to and did merge into itself
INTERRA FINANCIAL INCORPORATED:
RESOLVED, that INTER-REGIONAL FINANCIAL GROUP, INC.
does hereby merge into itself it's wholly owned subsidiary,
INTERRA FINANCIAL INCORPORATED, and does hereby assumes all
of the liabilities and obligations of such subsidiary.
FURTHER RESOLVED, that said merger shall become
affective upon the filing of a Certification of Ownership
and Merger with the Secretary of State of the State of
Delaware.
FURTHER RESOLVED, that upon the effectiveness of said
merger all of the outstanding shares of stock of INTERRA
FINANCIAL INCORPORATED owned by this Corporation shall be
canceled, and no securities of this Corporation or any other
Corporation nor any money or other property shall be issued
to this Corporation in exchange therefor.
FURTHER RESOLVED, that upon effectiveness of said
merger, the name of this Corporation shall be "INTERRA
FINANCIAL INCORPORATED."
FURTHER RESOLVED, that the proper officers of this
Corporation be, and they are hereby, directed to make and
execute a Certificate of Ownership and Merger setting forth
a copy of these resolutions and the date of their adoption
to cause the same to be filed with the Secretary of State of
the State of Delaware and a certified copy to be recorded in
the office of the Recorder of Deeds of New Castle County and
to do all acts and things whatsoever, whether within or
without the State of Delaware, which may be necessary or
proper to effect said merger and change of name.
IN WITNESS WHEREOF, this Corporation has caused this
Certificate to be signed by its Chairman and Chief Executive
Officer and attested by its Secretary this 4th day of February,
1997.
INTER-REGIONAL FINANCIAL GROUP, INC.
By Irving Weiser
-----------------------------------
Irving Weiser
Chairman and Chief Executive Officer
Carla J. Smith
- -------------------------------
Carla J. Smith, Secretary
Exhibit 5.1
May 9, 1997
Interra Financial Incorporated
Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402-4422
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8
that you intend to file with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended,
for the purpose of registering 1,500,000 shares (the "Shares") of
Common Stock, par value $.125 per share, of Interra Financial
Incorporated (formerly known as Inter-Regional Financial Group,
the "Company"), which may be issued pursuant to the Company's
Retirement Plan (the "Plan"). We have examined such documents
and have reviewed such questions of law as we have considered
necessary and appropriate for the purposes of this opinion.
Based on the foregoing, we are of the opinion that, assuming
that the purchase price for the Shares is at least equal to the
par value of the Shares, the Shares that will be originally
issued in connection with the Plan, when issued and paid for in
accordance with the Plan, will be duly authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
________________________
Dorsey & Whitney LLP
RAR
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Interra Financial Incorporated
We consent to the use of our report incorporated herein by
reference in the Registration Statement.
/s/ KPMG Peat Marwick LLP
___________________________
KPMG Peat Marwick LLP
Minneapolis, Minnesota
May 9, 1997
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE RESENTS, 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
Interra Financial Incorporated (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, March 31, 1997
- ------------------- President, Chief Executive
Irving Weiser Officer and Director
(principal executive officer)
Louis C. Fornett Executive Vice President March 31, 1997
- ------------------- and Chief Financial Officer
Louis C. Fornetti (principal financial officer)
Daniel J. Reuss Senior Vice President, March 31, 1997
- ------------------- Controller and Treasurer
Daniel J. Reuss (principal accounting officer)
John C. Appel Executive Vice President March 31, 1997
- ------------------- and Director
John C. Appel
William A. Johnstone Executive Vice President March 31, 1997
- ------------------- and Director
William A. Johnstone
J. Evans Attwell Director March 31, 1997
- ------------------
J. Evans Attwell
Susan S. Boren Director March 31, 1997
- ------------------
Susan S. Boren
F. Gregory Fitz-Gerald Director March 31, 1997
- -------------------
F. Gregory Fitz-Gerald
C.A. Rundell, Jr. Director March 31, 1997
- -------------------
C.A. Rundell, Jr.
Robert L. Ryan Director March 31, 1997
- -------------------
Robert L. Ryan
Arthur R. Schulze, Jr. Director March 31, 1997
- -------------------
Arthur R. Schulze, Jr.
