RBC Capital Markets, LLC – ‘8-A12B’ on 5/1/97

As of:  Thursday, 5/1/97   ·   Accession #:  50916-97-19   ·   File #:  1-08186

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                  3     23K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders    48±   205K 

8-A12B   —   Registration of a Class of Securities
Document Table of Contents

8-A12B
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SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C. 20549                

FORM 8-A                

For Registration of Certain Classes of Securities               
Pursuant to Section 12(b) or (g) of the               
Securities Exchange Act of 1934               

INTERRA FINANCIAL INCORPORATED                
(Exact name of registrant as specified in its charter)                

Delaware                    41-1228350            
(State of incorporation          (I.R.S. Employer                   
or organization)               Identification No.)            

Dain Bosworth Plaza                                         
60 South Sixth Street                                         
Minneapolis, Minnesota                55402-4422              
(Address of principal executive offices)       (Zip Code)                       

If this Form relates to the registration of a class of debt                     
securities and is effective upon filing pursuant to General                     
Instruction A.(c)(1), please check the following box.  [ ]                      

If this Form relates to the registration of a class of debt                     
securities and is to become effective simultaneously with the                   
effectiveness of a concurrent registration statement under the                  
Securities Act of 1933 pursuant to General Instruction A.(c)(2),                
please check the following box.  [ ]                                            

Securities to be registered pursuant to Section 12(b) of the Act:               

Title of each class                                                             
to be so registered                                                             

Preferred Share Purchase Rights                                                 
Name of each exchange on which                                                  
each class is to be registered                                                  

New York Stock Exchange                                                         

Securities to be registered pursuant to Section 12(g) of the Act:               

None                                                                            
(Title of class)                                                                

8-A12B
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Item 1. Description of Registrant's Securities to be Registered                 

On April 30, 1997, the Board of Directors of Interra                    
Financial Incorporated (the "Company"), declared a dividend of                  
one preferred share purchase right (a "Right") per share for each               
outstanding share of Common Stock, par value $.125 (the "Common                 
Shares"), of the Company.  The dividend is payable to                           
stockholders of record on May 12, 1997 (the "Record Date").                     

Each Right entitles the registered holder to purchase from              
the Company one one-hundredth of a share of Series A Junior                     
Participating Preferred Stock, par value $1.00 (the "Preferred                  
Shares"), of the Company at a price of $140.00 per one-hundredth                
of a Preferred Share (the "Purchase Price"), subject to                         
adjustment.  The description and terms of the Rights are set                    
forth in a Rights Agreement (the "Rights Agreement"), dated as of               
April 30, 1997, between the Company and Norwest Bank Minnesota,                 
National Association, as Rights Agent (the "Rights Agent").                     

Initially, the Rights will be evidenced by the certificates             
representing Common Shares then outstanding and no separate Right               
Certificates will be distributed.  The Rights will separate from                
the Common Shares, and a Distribution Date for the Rights will                  
occur, upon the earlier of:  (i) the first date of public                       
announcement that a person or group of affiliated or associated                 
persons has become an "Acquiring Person" (i.e., has become the                  
beneficial owner of 15% or more of the outstanding Common Shares                
(other than as a result of a Permitted Offer and subject to                     
certain exceptions)) and (ii) the close of business on the 10th                 
day following the commencement or public announcement of a tender               
offer or exchange offer, the consummation of which would result                 
in a person or group of affiliated or associated persons becoming               
an Acquiring Person.                                                            

A "Permitted Offer" is a tender offer or an exchange offer              
for all outstanding Common Shares of the Company determined by                  
the Board of Directors of the Company, after receiving such                     
advice as it deems necessary and giving due consideration to all                
relevant factors, to be in the best interests of the Company and                
its stockholders.                                                               

Until the Distribution Date, (i) the Rights will be evidenced           
by the Common Share certificates and will be transferred with and               
only with the Common Shares, (ii) new Common Share certificates                 
issued after the Record Date upon transfer or new issuance of the               
Common Shares will contain a notation incorporating the Rights                  
Agreement by reference, and (iii) the surrender for transfer of                 
any Common Share certificate, even without such notation or a                   
copy of this Summary of Rights attached thereto, will also                      
constitute the transfer of the Rights associated with the Common                
Shares represented by such certificate.                                         

As promptly as practicable following the Distribution Date,             
separate certificates evidencing the Rights ("Right                             
Certificates") will be mailed to holders of record of the Common                
Shares as of the close of business on the Distribution Date, and                
such separate Right Certificates alone will evidence the Rights.                

The Rights are not exercisable until the Distribution Date.             
The Rights will expire on April 30, 2007, unless extended or                    
earlier redeemed or exchanged by the Company as described below.                
No fraction of a Preferred Share (other than fractions in                       
integral multiples of one one-hundredth of a share) will be                     
issued and, in lieu thereof, an adjustment in cash will be made                 
based on the closing price on the last trading date prior to the                
date of exercise.                                                               

The Purchase Price payable and the number of Preferred Shares           
issuable upon exercise of the Rights are subject to adjustment                  
from time to time to prevent dilution: (i) in the event of a                    
stock dividend on, or a subdivision, combination or                             
reclassification of, the Preferred Shares, (ii) upon the grant to               
holders of the Preferred Shares of certain rights, options or                   
warrants to subscribe for or purchase Preferred Shares or                       
convertible securities at less than the then current market price               
of the Preferred Shares or (iii) upon the distribution to holders               
of the Preferred Shares of evidences of indebtedness or assets                  
(excluding regular periodic cash dividends or dividends payable                 
in Preferred Shares) or of subscription rights or warrants (other               
than those described in clause (ii) of this paragraph).  With                   
certain exceptions, no adjustment in the Purchase Price will be                 
required until cumulative adjustments require an adjustment of at               
least 1% in the Purchase Price.  The number of outstanding Rights               
and the number of Preferred Share issuable upon exercise of the                 
Rights are also subject to adjustment in the event of a stock                   
split of the Common Shares or a stock dividend on the Common                    
Shares payable in Common Shares or subdivisions, consolidations                 
or combinations of the Common Shares occurring, in any such case,               
prior to the Distribution Date.                                                 

Preferred Shares purchasable upon exercise of the Rights will           
not be redeemable.  Each Preferred Share will be entitled to a                  
minimum preferential quarterly dividend payment of $1.00 per                    
share but will be entitled to an aggregate dividend of 100 times                
the dividend declared per Common Share.  In the event of                        
liquidation, the holders of the Preferred Shares will be entitled               
to a minimum preferential liquidation payment of $100.00 per                    
share but will be entitled to an aggregate payment of 100 times                 
the payment made per Common Share.  Each Preferred Share will                   
have 100 votes, voting together with the Common Shares.  Finally,               
in the event of any merger, consolidation or other transaction in               
which Common Shares are exchanged, each Preferred Share will be                 
entitled to receive 100 times the amount received per Common                    
Share.  These rights are subject to adjustment in the event of a                
stock dividend on the Common Shares or a subdivision, combination               
or consolidation of the Common Shares.                                          

In the event any Person becomes an Acquiring Person, each               
holder of a Right shall thereafter have a right to receive, upon                
exercise thereof at the then current aggregate exercise price, in               
lieu of Preferred Shares, such number of Common Shares of the                   
Company having a current aggregate market price equal to twice                  
the current aggregate exercise price.  In the event that at any                 
time after there is an Acquiring Person the Company is acquired                 
in certain mergers or other business combination transactions or                
50% or more of the assets or earning power of the Company and its               
subsidiaries (taken as a whole) are sold, holders of the Rights                 
will thereafter have the Right to receive, upon exercise thereof                
at the then current aggregate exercise price, such number of                    
Common Shares of the acquiring company (or, in certain cases, one               
of its affiliates) having a current aggregate market price equal                
to twice the current aggregate exercise price.                                  

At any time after a Person becomes an Acquiring Person                  
(subject to certain exceptions), and prior to the acquisition by                
a Person of 50% or more of the outstanding Common Shares, the                   
Board of Directors of the Company may exchange all or part of the               
Rights for Common Shares at an exchange ratio of one Common Share               
per right, subject to adjustment.                                               

At any time before a Person has become an Acquiring Person,             
the Board of Directors of the Company may redeem the Rights in                  
whole, but not in part, at a price of $0.01 per Right (the                      
"Redemption Price"), subject to adjustment.  The redemption of                  
the Rights may be made effective at such time, on such basis and                
with such conditions as the Board of Directors in its sole                      
discretion may establish.                                                       

Until a Right is exercised, the holder thereof, as such, will           
have no rights as a stockholder of the Company, including without               
limitation, the right to vote or to receive dividends.                          

This summary description of the Rights does not purport to be           
complete and is qualified in its entirety by reference to the                   
Rights Agreement, a copy of which is filed as Exhibit 4.1 hereto.               

Item 2. Exhibits                                                                

4.1  Rights Agreement, dated as of April 30, 1997, between              
the Company and Norwest Bank Minnesota, National Association,                   
which includes as Exhibit B thereto the form of Right                           
Certificate.                                                                    

SIGNATURE                                                                       

Pursuant to the requirements of Section 12 of the Securities            
Exchange Act of 1934, the Registrant has duly caused this                       
Registration Statement to be signed on its behalf by the                        
undersigned, thereunto duly authorized.                                         

INTERRA FINANCIAL INCORPORATED                                                  
Date:  May 1, 1997                                                              

By:  Irving Weiser                                                              
---------------------------                                           
Irving Weiser                                                         

Its: Chairman, President & Chief Executive Officer                              

8-A12B
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EXHIBIT INDEX                                                                   

Exhibit    Description of Exhibit                                               
-------    ----------------------                                               
4.1       Rights Agreement, dated as of April 30, 1997, between               
Interra Financial Incorporated and Norwest Bank           
Minnesota, National Association, as Rights Agent          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
		4/30/07		2
		5/12/97		2
Filed on:		5/1/97		2					8-K
		4/30/97		2		3			8-K
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