1 In a last-ditch effort to keep its sales force and customer base, Integrated Resources Inc. said it agreed in principle to transfer ownership of its broker-dealer subsidiary to two of its top executives.
2 The financial-services firm, struggling since summer to avoid a bankruptcy-law filing after missing interest payments on about $1 billion of debt, will retain the right to regain the subsidiary.
3 It said it will exercise that right only if it sells substantially all of its other core businesses.
4 It also can sell the right to regain the subsidiary to another party.
5 Also, the broker-dealer subsidiary, Integrated Resources Equity Corp., was renamed Royal Alliance Associates Inc.
6 Because of Integrated's widely reported troubles, the unit's representatives had been requesting a name change.
7 Royal Alliance, to which the 3,900 representatives' licenses will be transferred, is a shell company Integrated owns.
8 In the transaction, Integrated will transfer 100% ownership of the subsidiary to Gerard M. Lavin, executive vice president of Integrated and head of back-office operations at the subsidiary, and Gary W. Krat, executive vice president of the parent and president of the subsidiary.
9 Integrated will pump $3.5 million to $4 million into Royal Alliance as initial funding.
10 In an interview, Mr. Krat said that based on criteria yet to be determined, he expects to distribute 49% of Royal Alliance to the representatives, who sell Integrated's insurance and mutual-fund products.
11 If Integrated regains Royal Alliance, the representatives will retain their 49% ownership.
12 Mr. Krat indicated that completion of the transaction could take several weeks, and it wasn't immediately clear what would happen to the broker-dealer subsidiary if Integrated files for bankruptcy-law protection in the meantime.
13 The subsidiary isn't expected to be profitable for at least one year.
14 If Integrated regains the unit, it would receive any profit the unit reports, even while the unit is independent.
15 If the deal closes, the two officers will draw salaries from the independent operation, not from Integrated.
16 Many aspects of the agreement were worked out Wednesday in Chicago, when Integrated senior managers met with about 150 representatives. 'I think it was something that we and they thought was constructive,' said Stephen D. Weinroth, chairman and co-chief executive officer of Integrated.
17 Integrated made its announcement after the market closed.
18 In New York Stock Exchange Composite trading, Integrated shares closed at $1.125, up 12.5 cents.

In a last - ditch effort to keep its sales force and customer base , Integrated Resources Inc . said it agreed in principle to transfer ownership of its broker - dealer subsidiary to two of its top executives .
transfer ownership
Why did they agree to transfer ownership to the top executives?