SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE SOMERSET GROUP, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1647888
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
135 North Pennsylvania Street
Suite 2800
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
The Somerset Group, Inc. 1998 Stock Incentive Plan
The Somerset Group, Inc. Employees' Stock Purchase Plan
(Full title of the plans)
Joseph M. Richter
Executive Vice President, Finance
135 North Pennsylvania Street, Suite 2800
Indianapolis, Indiana 46204
(Name and address of agent for service)
(317) 269-1328
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities registered (1) Maximum Maximum Registration
to be Offering Aggregate Fee
registered Price Offering
per share price
Common Stock 8,000 $25.99 (2) $207,920
Common Stock 10,000 $23.63 (2) $236,300
Common Stock 282,000 $18.44 (3) $5,200,000
------- ---------
TOTAL 300,000 $5,644,300 $1,569.12
(1) Any additional shares to be issued as a result of stock dividends, stock
splits or similar transactions prior to the termination of this Registration
Statement shall be covered by this Registration Statement as provided in
Rule 416.
(2) Determined pursuant to Rule 457(h) using the price at which options may be
exercised.
(3) Determined pursuant to Rule 457(c) and (h) using average of reported high
and low prices on November 30, 1998.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interest to be
offered or sold pursuant to the employee benefit plan(s) described herein.
Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents, all of which are on file with the Securities and
Exchange Commission (the "Commission"), are hereby incorporated by reference in
this registration statement:
(a) The Annual Report on Form 10-K for The Somerset Group, Inc. (the
"Company") for the year ended December 31, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1994,and September 30, 1998;
(c) The Company's Proxy Statement dated March 15, 1998; and
(e) The description of the Common Stock of the Company contained in the
Registration Statement on Form 10, File No. 0-14227, as amended.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder 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 date of filing such reports and documents.
For purposes of this Registration Statement, any statement contained in a
report, document or appendix incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded to the extent that a statement contained in this Registration
Statement or in any subsequently filed report, document or appendix which also
is or is deemed incorporated by reference modifies or supersedes such statement
in such report, document or appendix. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Upon the written or oral request of any person to whom this Registration
Statement has been delivered, the Company will provide without charge to such
person a copy of any and all of the information (excluding exhibits thereto
unless such exhibits are specifically incorporated by reference into such
information) that has been incorporated by reference into this Registration
Statement but not delivered herewith. Requests should be directed to Investor
Relations Department, The Somerset Group, Inc., 135 North Pennsylvania Street,
Indianapolis, Indiana 46204, (317) 269-2717.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is an Indiana corporation. Chapter 37 of The Indiana Business
Corporation Law (the "IBCL") requires a corporation, unless its articles of
incorporation provide otherwise, to indemnify a director or an officer of the
corporation who is wholly successful, on the merits or otherwise, in the defense
of any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative and whether formal or informal,
against reasonable expenses, including counsel fees, incurred in connection with
the proceeding. The Company's Articles of Incorporation do not contain any
provision prohibiting such indemnification.
The IBCL also permits a corporation to indemnify a director, officer, employee
or agent who is made a party to a proceeding because the person was a director,
officer, employee or agent of the corporation against liability incurred in the
proceeding if (i) the individual's conduct was in good faith and (ii) the
individual reasonably believed (A) in the case of conduct in the individual 's
official capacity with the corporation that the conduct was in the corporation's
best interests and (B) in all other cases that the individual's conduct was at
least not opposed to the corporation's best interests and (iii) in the case of a
criminal proceeding, the individual either (A) had reasonable cause to believe
the individual's conduct was lawful or (B) had no reasonable cause to believe
the individual's conduct was unlawful. The Company's bylaws contain a provision
substantially identical to this IBCL provision. The IBCL also permits a
corporation to pay for or reimburse reasonable expenses incurred before the
final disposition of the proceeding and permits a court of competent juris-
diction to order a corporation to indemnify a director or officer if the court
determines that the person is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not the person met the
standards for indemnification otherwise provided in the IBCL.
The Company has in effect a policy of liability insurance covering its
directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
3 Articles of Incorporation and Bylaws of The Somerset Group, Inc.,
incorporated by reference to Exhibit 3(i) to the Company's
Form 10 Registration Statement dated February 20, 1998, as amended
May 14, 1996.
5 Opinion and consent of Bose McKinney & Evans regarding the legality of the
securities
being registered.
23.1 . . . . . . . . . . . . . . . . Consent of KPMG Peat Marwick LLP.
23.2 . . . .Consent of Bose McKinney & Evans (included in Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings.
A. 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 in the information set forth in the regis-
tration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material 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) 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) 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.
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the
Commission 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.
(4) If the registrant is a foreign private issuer, to file a post-effective
amendment to the registration statement to include any financial
statements required by Rule 3-19 to Regulation S-X at the start of any
delayed offering or throughout a continuous offering.
B. 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 section 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. 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 regis-
trant 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 indemni-
fication against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Indianapolis, Indiana, on December 4, 1998.
THE SOMERSET
GROUP, INC.
By: /s/ Marni McKinney
Marni McKinney
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on December 4, 1998, by the following persons in the
capacities indicated.
Signature Title
/s/ Marni McKinney
Marni McKinney Director, President and Chief Executive Officer
(Principal Executive Officer)
Robert H. McKinney*
Robert H. McKinney Director and Chairman
H. J. Baker*
H. J. Baker Director
Patrick J. Early*
Patrick J. Early Director
William L. Elder*
William L. Elder Director
Douglas W. Huemme*
Douglas W. Huemme Director
Malcolm Archibald Leslie*
Malcolm Archibald Leslie Director
Gary L. Light*
Gary L. Light Director
Kevin K. McKinney*
Kevin K. McKinney Director
Michael L. Smith*
Michael L. Smith Director
/s/ Joseph M. Richter
Joseph M. Richter Executive Vice President, Finance
(Principal Financial Officer and Principal
Accounting Officer)
*By: /s/ Joseph M. Richter
Joseph M. Richter,
Attorney-in-Fact
202969
Exhibit 5
December 3, 1998
The Somerset Group, Inc.
135 North Pennsylvania Street, Suite 2800
Indianapolis, Indiana 46204
Dear Ladies and Gentlemen:
We are acting as counsel to The Somerset Group, Inc., an Indiana corporation
(the "Company"), in connection with the issuance and sale by the Company of
shares of the Company's Common Stock (the "Common Shares"), pursuant to employee
benefit plans. These Common Shares are the subject of a Registration Statement
(the "Registration Statement") being filed by the Company on Form S-8 under the
Securities Act of 1933, as amended.
We have examined photostatic copies of the Company's Amended and Restated
Articles of Incorporation and Amended and Restated Code of Bylaws, certain
resolutions adopted by the Company's Board of Directors and shareholders, and
such other documents and instruments as we have deemed necessary to enable us to
render the opinion set forth below. We have assumed the conformity to the
originals of all documents submitted to us as photostatic copies, the authen-
ticity of the originals of such documents, and the genuineness of all signatures
appearing thereon.
Based upon and subject to the foregoing, it is our opinion that the Common
Shares have been duly authorized by all necessary corporate action of the
Company and when (i) the applicable provisions of the Securities Act of 1933 and
such state "blue sky" or securities laws as may be applicable have been complied
with and (ii) the Common Shares have been issued, delivered, and paid for
pursuant to the employee benefit plans specified in the Registration Statement,
the Common Shares will be legally issued, fully paid, and nonassessable.
We do not hold ourselves out as being conversant with the laws of any juris-
diction other than those of the United States and the State of Indiana and,
therefore, this opinion is limited to the laws of those jurisdictions.
We consent to the filing of this opinion as an exhibit to the Registration
Statement filed under the Securities Act of 1933 relating to the Common Shares.
Very truly yours,
BOSE McKINNEY & EVANS
/s/ Bose McKinney & Evans
202994 / 3124-6
Exhibit 23.1
KPMG Peat Marwick LLP
2400 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, IN 46204-2452
The Board of Directors
The Somerset Group, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of the Somerset Group, Inc. of our report dated February 6, 1998, relating
to the consolidated balance sheets of The Somerset Group, Inc. and subsidiaries
as of December 31, 1997, and 1996, and the related consolidated statements of
income, shareholders' equity, and cash flows for each of the years in the three-
year period ended December 31, 1997, which report appears in the December 31,
1997, annual report on Form 10-K of The Somerset Group, Inc.
/s/ KPMG Peat Marwick LLP
Indianapolis, Indiana
December 2, 1998
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, hereby constitutes and appoints Marni McKinney and Joseph M. Richter, or
either of them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all capacities, to sign a
Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of certain shares of Common Stock
(the "Securities") of The Somerset Group, Inc. (the "Company") offered pursuant
to certain of the Company's employee benefit plans and any or all pre-effective
amendments or post-effective amendments to the Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto either of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that either of such attorneys-
in-fact and agents or his substitute or substitutes may do or cause to be done
by virtue hereof.
Dated: November, 1998 /s/ Robert H. McKinney
Robert H. McKinney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, hereby constitutes and appoints Robert H. McKinney and Joseph M. Richter,
or either of them, her attorneys-in-fact and agents, with full power of
substitution and resubstitution for her in any and all capacities, to sign a
Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of certain shares of Common Stock
(the "Securities") of The Somerset Group, Inc. (the "Company") offered pursuant
to certain of the Company's employee benefit plans and any or all pre-effective
amendments or post-effective amendments to the Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto either of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that either of such attorneys-
in-fact and agents or her substitute or substitutes may do or cause to be done
by virtue hereof.
Dated: November, 1998 /s/ Marni McKinney
Marni McKinney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, hereby constitutes and appoints Robert H. McKinney and Marni McKinney, or
either of them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all capacities, to sign a
Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of certain shares of Common Stock
(the "Securities") of The Somerset Group, Inc. (the "Company") offered pursuant
to certain of the Company's employee benefit plans and any or all pre-effective
amendments or post-effective amendments to the Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto either of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that either of such attorneys-
in-fact and agents or his substitute or substitutes may do or cause to be done
by virtue hereof.
Dated: November, 1998 /s/ Joseph M. Richter
Joseph M. Richter
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, hereby constitutes and appoints Robert H. McKinney, Marni McKinney and
Joseph M. Richter, or any of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all capacities, to
sign a Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of certain shares of Common Stock
(the "Securities") of The Somerset Group, Inc. (the "Company") offered pursuant
to certain of the Company's employee benefit plans and any or all pre-effective
amendments or post-effective amendments to the Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such attorneys-
in-fact and agents or his substitute or substitutes may do or cause to be done
by virtue hereof.
Dated: November, 1998 /s/ Patrick J. Early
Patrick J. Early
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, hereby constitutes and appoints Robert H. McKinney, Marni McKinney and
Joseph M. Richter, or any of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all capacities, to
sign a Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of certain shares of Common Stock
(the "Securities") of The Somerset Group, Inc. (the "Company") offered pursuant
to certain of the Company's employee benefit plans and any or all pre-effective
amendments or post-effective amendments to the Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such attorneys-
in-fact and agents or his substitute or substitutes may do or cause to be done
by virtue hereof.
Dated: November, 1998 /s/ William L. Elder
William L. Elder
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, hereby constitutes and appoints Robert H. McKinney, Marni McKinney and
Joseph M. Richter, or any of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all capacities, to
sign a Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of certain shares of Common Stock
(the "Securities") of The Somerset Group, Inc. (the "Company") offered pursuant
to certain of the Company's employee benefit plans and any or all pre-effective
amendments or post-effective amendments to the Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such attorneys-
in-fact and agents or his substitute or substitutes may do or cause to be done
by virtue hereof.
Dated: November, 1998 /s/ Douglas W. Huemme
Douglas W. Huemme
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, hereby constitutes and appoints Robert H. McKinney, Marni McKinney and
Joseph M. Richter, or any of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all capacities, to
sign a Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of certain shares of Common Stock
(the "Securities") of The Somerset Group, Inc. (the "Company") offered pursuant
to certain of the Company's employee benefit plans and any or all pre-effective
amendments or post-effective amendments to the Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such attorneys-
in-fact and agents or his substitute or substitutes may do or cause to be done
by virtue hereof.
Dated: November, 1998 /s/ Gary L. Light
Gary L. Light
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, hereby constitutes and appoints Robert H. McKinney, Marni McKinney and
Joseph M. Richter, or any of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all capacities, to
sign a Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of certain shares of Common Stock
(the "Securities") of The Somerset Group, Inc. (the "Company") offered pursuant
to certain of the Company's employee benefit plans and any or all pre-effective
amendments or post-effective amendments to the Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such attorneys-
in-fact and agents or his substitute or substitutes may do or cause to be done
by virtue hereof.
Dated: November, 1998 /s/ Kevin K. McKinney
Kevin K. McKinney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, hereby constitutes and appoints Robert H. McKinney, Marni McKinney and
Joseph M. Richter, or any of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all capacities, to
sign a Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of certain shares of Common Stock
(the "Securities") of The Somerset Group, Inc. (the "Company") offered pursuant
to certain of the Company's employee benefit plans and any or all pre-effective
amendments or post-effective amendments to the Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such attorneys-
in-fact and agents or his substitute or substitutes may do or cause to be done
by virtue hereof.
Dated: November, 1998 /s/ Michael L. Smith
Michael L. Smith
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, hereby constitutes and appoints Robert H. McKinney, Marni McKinney and
Joseph M. Richter, or any of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all capacities, to
sign a Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of certain shares of Common Stock
(the "Securities") of The Somerset Group, Inc. (the "Company") offered pursuant
to certain of the Company's employee benefit plans and any or all pre-effective
amendments or post-effective amendments to the Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such attorneys-
in-fact and agents or his substitute or substitutes may do or cause to be done
by virtue hereof.
Dated: November, 1998 /s/ Malcolm Archibald Leslie
Malcolm Archibald Leslie
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below, hereby constitutes and appoints Robert H. McKinney, Marni McKinney and
Joseph M. Richter, or any of them, his attorneys-in-fact and agents, with full
power of substitution and resubstitution for him in any and all capacities, to
sign a Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") for the registration of certain shares of Common Stock
(the "Securities") of The Somerset Group, Inc. (the "Company") offered pursuant
to certain of the Company's employee benefit plans and any or all pre-effective
amendments or post-effective amendments to the Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such attorneys-
in-fact and agents or his substitute or substitutes may do or cause to be done
by virtue hereof.
Dated: November, 1998 /s/ H. J. Baker
H. J. Baker
