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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
WEST ONE BANCORP
(Name of Issuer)
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Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
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954828109
(CUSIP Number)
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Robert D. Geddes
Executive Vice President and Corporate Counsel
U. S. Bancorp
111 S.W. Fifth Avenue
Portland, Oregon 97204
(503) 275-3178
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With copies to:
John J. DeMott
Miller, Nash, Wiener, Hager & Carlsen
111 S.W. Fifth Avenue, Suite 3500
Portland, Oregon 97204
(503) 224-5858
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May 6, 1995
(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement: [ ].
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.
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SCHEDULE 13D
CUSIP No. 954828109
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
U. S. BANCORP
IRS Employer Identification No. 93-0571730
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
Not applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
Not applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
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NUMBER OF 7 SOLE VOTING POWER
SHARES 7,349,976*
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,349,976*
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,349,976*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5%**
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14 TYPE OF REPORTING PERSON
CO
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* Beneficial ownership of 7,330,184 of these shares is being reported
solely as a result of the West One Option Agreement described in Items 4
and 6 hereof. The option granted to U. S. Bancorp ("West One Option")
pursuant to the West One Option Agreement has not yet become
exercisable. U. S. Bancorp expressly disclaims beneficial ownership of
such 7,330,184 shares pursuant to Rule 13d-4 under the Securities
Exchange Act of 1934, as amended. See Item 5 hereof.
** Gives effect to issuance of shares of West One Bancorp Common Stock
subject to the West One Option.
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Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $1.00 per share
(the "West One Common Stock"), of West One Bancorp ("West One"). The
principal executive offices of West One Bancorp, a corporation organized and
existing under the laws of the State of Idaho and registered as a bank holding
company under the Bank Holding Company Act of 1956, as amended (the "BHC
Act"), are located at 101 South Capitol Boulevard, Boise, Idaho 83702.
Item 2. Identity and Background.
(a),(b),(c),(f) This Schedule 13D is being filed by U. S. Bancorp, a
corporation organized and existing under the laws of the State of Oregon and
registered as a bank holding company under the BHC Act. U. S. Bancorp is
engaged, through its banking subsidiaries and various banking-related
subsidiaries, in a broad range of banking operations and banking related
business--principally in the states of Oregon, Washington, California, Nevada,
and Idaho. U. S. Bancorp's principal offices are located at 111 S.W. Fifth
Avenue, Portland, Oregon 97204.
Each executive officer and each director of U. S. Bancorp is a citizen
of the United States. The name, business address, and present principal
occupation of each executive officer and director is set forth in Exhibit A to
this Schedule 13D and specifically incorporated herein by reference.
Other than executive officers and directors, there are no persons or
corporations controlling or ultimately in control of U. S. Bancorp.
(d),(e) During the last five years, to the best of U. S. Bancorp's
knowledge, neither U. S. Bancorp nor any of its executive officers or
directors has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as result of
which U. S. Bancorp or such person was or is subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws, and which judgment, decree or final order
was not subsequently vacated.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Stock Option Agreement dated as of May 6, 1995, between
West One and U. S. Bancorp (the "West One Option Agreement"), West One has
granted to U. S. Bancorp an irrevocable option to purchase the shares of West
One Common Stock covered by this Schedule 13D (the "West One Option").
Specifically, the West One Option grants U. S. Bancorp the right to purchase
up to 7,330,184 shares, subject to certain adjustments, of West One Common
Stock at a price, subject to certain adjustments, of $34.00 per share. The
West One Option was granted by West One as a condition of and in consideration
for U. S. Bancorp's entering into the Agreement and Plan of Merger, dated
May 5, 1995, between U. S. Bancorp and West One (the "Merger Agreement").
The exercise of the West One Option for the full number of shares
currently covered thereby would require aggregate funds of $249,226,256.
U. S. Bancorp currently anticipates that, should the West One Option become
exercisable and should U. S. Bancorp decide to exercise the West One Option,
U. S. Bancorp would obtain the funds for purchase from U. S. Bancorp's general
corporate funds.
A copy of the West One Option Agreement is included as Exhibit B to this
Schedule 13D and is specifically incorporated herein by reference.
In March 1994, U. S. Bancorp acquired 19,792 shares of West One Common
Stock in exchange for shares held by U. S. Bancorp in an unrelated bank
holding company acquired by West One.
Item 4. Purpose of Transaction.
(a),(b),(c),(f),(j)
In March 1994, U. S. Bancorp acquired 19,792 shares of West One Common
Stock in exchange for shares held by U. S. Bancorp in an unrelated bank
holding company acquired by West One.
The Merger.
One day prior to the execution of the West One Option Agreement, U. S.
Bancorp and West One entered into the Merger Agreement, pursuant to which West
One would be merged with and into U. S. Bancorp (the "Merger"). Under the
Merger Agreement, each share of West One Common Stock outstanding immediately
prior to the effective time of the Merger (the "Effective Time") will be
converted into the right to receive 1.47 shares (the "Exchange Ratio") of
U. S. Bancorp Common Stock, par value $5.00 per share ("U. S. Bancorp Common
Stock"). A copy of the Merger Agreement is included as Exhibit C to this
Schedule 13D and is specifically incorporated herein by reference.
Consummation of the transactions contemplated by the Merger Agreement is
subject to the terms and conditions contained in the Merger Agreement,
including the receipt of approval of the Merger by the respective shareholders
of U. S. Bancorp and West One and the receipt of certain regulatory approvals.
The Merger Agreement and the transactions contemplated by the Merger will be
submitted for approval at meetings of the shareholders of U. S. Bancorp and
West One that are expected to take place by the fall of 1995.
Option Agreements.
At the same time that West One granted to U. S. Bancorp the West One
Option, U. S. Bancorp, pursuant to a Stock Option Agreement dated May 6, 1995,
a copy of which is included as Exhibit D to this Schedule 13D (the U. S.
Bancorp Option Agreement"), granted to West One an option (the "U. S. Bancorp
Option") to purchase up to 19,542,378 shares, subject to certain adjustments,
of U. S. Bancorp Common Stock at a price, subject to certain adjustments, of
$28.00 per share.
The West One Option and the U. S. Bancorp Option (collectively, the
"Options") were granted by the respective parties as a condition of and in
consideration for the other party's entering into the Merger Agreement.
Reference is made to Item 6 hereof for a more detailed summary of the terms of
the West One Option Agreement. The terms of the U. S. Bancorp Option
Agreement are parallel to those of the West One Option Agreement.
(d) U. S. Bancorp intends to retain Gerry B. Cameron as Chairman and
Chief Executive Officer following the Merger. Daniel R. Nelson, presently
Chairman and Chief Executive Officer of West One, is expected to become
President and Chief Operating Officer of U. S. Bancorp. The parties have
jointly announced that, following Mr. Cameron's retirement currently
anticipated to occur by December 31, 1998, Mr. Nelson is expected to succeed
Mr. Cameron as chief executive officer of U. S. Bancorp. Robert D. Sznewajs,
previously Executive Vice President and Chief Operating Officer of U. S.
Bancorp, has been named Vice Chairman of U. S. Bancorp.
The presidents of the major bank subsidiaries of U. S. Bancorp by state
following the Merger are expected to be as follows: John D. Eskildsen
(Oregon), Robert J. Lane (Idaho), Phyllis J. Campbell (Washington), Donald I.
Sauer (Utah), Diane B. Torry (Nevada), and Peter Sinclair (California).
The Merger Agreement provides that, beginning the Effective Time, the
board of directors of U. S. Bancorp will be expanded from eight to twelve
positions, with the four new positions filled by Daniel R. Nelson and three
additional persons selected by the West One board of directors.
(e) The Merger Agreement provides that, prior to the Effective Time,
West One generally may not pay dividends on West One Common Stock except
regular quarterly dividends. Such regular dividends may be increased to the
extent consistent with past practice. After completion of the Merger, U. S.
Bancorp's board of directors may review the ongoing dividend policy of the
combined organization.
(g) At the Effective Time, the articles of incorporation and bylaws of
the combined organization will be those of U. S. Bancorp as in effect
immediately preceding the Effective Time.
(h),(i) Upon consummation of the Merger, the West One Common Stock will
become eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended (the "1934 Act"). In
addition, the West One Common Stock will cease to be authorized for quotation
on the NASDAQ system.
Item 5. Interest in Securities of the Issuer.
(a),(b),(c) U. S. Bancorp beneficially owns an aggregate of 7,349,976
shares of West One Common Stock, or approximately 17.5% of West One Common
Stock outstanding. Of these shares, U. S. Bancorp holds 19,792 shares of West
One Common Stock acquired in connection with the acquisition of an unrelated
bank holding company by West One in March 1994. In addition, U. S. Bancorp
may be deemed to be the beneficial owner of 7,330,184 shares of West One
Common Stock that are subject to the West One Option. As provided in the West
One Option Agreement, U. S. Bancorp may exercise its option only upon the
happening of one or more events, none of which has occurred. See Item 6
hereof. Because the West One Option is not presently exercisable, U. S.
Bancorp expressly disclaims beneficial ownership of any of the shares of West
One Common Stock that are subject to the West One Option. The shares of West
One Common Stock that are subject to the West One Option represent
approximately 21.2% of the currently outstanding shares of West One Common
Stock, or approximately 17.5% of the shares of West One Common Stock that
would be outstanding if the West One Option were exercised in full. U. S.
Bancorp has no right to vote or dispose of any of the shares of West One
Common Stock that are subject to the West One Option unless and until such
time as the West One Option is exercised, in which event U. S. Bancorp would
have sole power to vote and sole power to direct the disposition of such
shares of West One Common Stock, subject to the right of West One under the
terms of the West One Option Agreement to repurchase such shares under the
circumstances described in Item 6 hereof. To the best knowledge of U. S.
Bancorp, none of the persons listed in Exhibit A hereto beneficially owns any
shares of West One Common Stock. Neither U. S. Bancorp nor, to the best of
its knowledge, any of the persons listed in Exhibit A hereto has effected any
transactions in West One Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
West One Option Agreement.
Set forth below is a description of selected provisions of the West One
Option Agreement. Such description is qualified in its entirety by reference
to the copy of the West One Option Agreement filed as Exhibit B hereto and
specifically incorporated by reference herein.
The West One Option Agreement provides for the purchase by U. S. Bancorp
of up to 7,330,184 shares, subject to certain adjustments, of West One Common
Stock (the "West One Option Shares") at an exercise price, subject to certain
adjustments, of $34.00 per share, payable in cash. The West One Option
Shares, if issued pursuant to the West One Option Agreement, would represent
approximately 19.9% of the West One Common Stock issued and outstanding at the
date of the West One Option Agreement without giving effect to the issuance of
any shares pursuant to an exercise of the West One Option.
The number of shares of West One Common Stock subject to the West One
Option will be increased to the extent that West One issues additional shares
of West One Common Stock (otherwise than pursuant to an exercise of the West
One Option) such that the number of West One Option Shares continues to equal
19.9% of the shares of West One Common Stock then issued and outstanding,
without giving effect to the issuance of shares pursuant to an exercise of the
West One Option. The number of shares of West One Common Stock subject to the
West One Option, and the applicable exercise price per Option Share, will also
be appropriately adjusted in the event of any change in, or distributions in
respect of, the West One Common Stock by reason of stock dividend, split-up,
merger, recapitalization, combination, subdivision, conversion, exchange of
shares, distributions on or in respect of the West One Common Stock that would
be prohibited under the terms of the Merger Agreement, or similar event
relating to West One.
U. S. Bancorp or any other holder or holders of the West One Option
(collectively, the "Holder") may exercise the West One Option, in whole or in
part, subject to regulatory approval, at any time within 90 days (subject to
extension as provided in the West One Option Agreement) after both an "Initial
Triggering Event" and a "Subsequent Triggering Event" occur prior to
termination of the West One Option. The term "Initial Triggering Event" is
defined as the occurrence of any of the following events:
(i) West One or any of its subsidiaries (each a "West One
Subsidiary"), without having received U. S. Bancorp's prior
written consent, shall have entered into an agreement to engage in
an Acquisition Transaction (as hereinafter defined) with any
person (the term "person" for purposes of the West One Option
Agreement having the meaning assigned thereto in Sections 3(a)(9)
and 13(d)(3) of the 1934 Act and the rules and regulations
thereunder) other than U. S. Bancorp or any of its subsidiaries
(each a "U. S. Bancorp Subsidiary") or the board of directors of
West One shall have recommended that the shareholders of West One
approve or accept any such Acquisition Transaction. For purposes
of the West One Option Agreement, "Acquisition Transaction" means
(w) a merger or consolidation, or any similar transaction,
involving West One or any Significant Subsidiary (as defined in
Rule 1-02 of Regulation S-X promulgated by the Securities and
Exchange Commission (the "SEC")) of West One, (x) a purchase,
lease, or other acquisition of all or a substantial portion of the
assets of West One or any Significant Subsidiary of West One,
(y) a purchase or other acquisition (including by way of merger,
consolidation, share exchange or otherwise) of securities
representing 10 percent or more of the voting power of West One or
any Significant Subsidiary of West One, or (z) any substantially
similar transaction; provided, however, that in no event shall any
(i) merger, consolidation, or similar transaction involving West
One or any Significant Subsidiary in which the voting securities
of West One outstanding immediately prior thereto continue to
represent (by either remaining outstanding or being converted into
the voting securities of the surviving entity of any such
transaction) at least 65 percent of the combined voting power of
the voting securities of West One or the surviving entity
outstanding immediately after the consummation of such merger,
consolidation, or similar transaction, or (ii) any merger,
consolidation, purchase, or similar transaction involving only
West One and one or more West One Subsidiaries or involving only
any two or more West One Subsidiaries, be deemed to be an
Acquisition Transaction, provided any such transaction is not
entered into in violation of the terms of the Merger Agreement;
(ii) West One or any West One Subsidiary, without having
received U. S. Bancorp's prior written consent, shall have
authorized, recommended, proposed, or publicly announced its
intention to authorize, recommend, or propose, to engage in an
Acquisition Transaction with any person other than U. S. Bancorp
or a U. S. Bancorp Subsidiary, or the board of directors of West
One shall have publicly withdrawn or modified, or publicly
announced its intent to withdraw or modify, in any manner adverse
to U. S. Bancorp, its recommendation that the shareholders of West
One approve the transactions contemplated by the Merger Agreement;
(iii) Any person other than U. S. Bancorp, any U. S.
Bancorp Subsidiary, or any West One Subsidiary acting in a
fiduciary capacity in the ordinary course of its business shall
have acquired beneficial ownership or the right to acquire
beneficial ownership of 15 percent or more of the outstanding
shares of West One Common Stock (the term "beneficial ownership"
for purposes of the West One Option Agreement having the meaning
assigned thereto in Section 13(d) of the 1934 Act and the rules
and regulations thereunder);
(iv) Any person other than U. S. Bancorp or any U. S.
Bancorp Subsidiary shall have made a bona fide proposal to West
One or its shareholders by public announcement or written
communication that is or becomes the subject of public disclosure
to engage in an Acquisition Transaction;
(v) After an overture is made by a third party to West One
or its shareholders to engage in an Acquisition Transaction, West
One shall have breached any covenant or obligation contained in
the Merger Agreement and such breach (x) would entitle U. S.
Bancorp to terminate the Merger Agreement and (y) shall not have
been cured prior to the Notice Date (as defined below); or
(vi) Any person other than U. S. Bancorp or any U. S.
Bancorp Subsidiary, other than in connection with a transaction to
which U. S. Bancorp has given its prior written consent, shall
have filed an application or notice with the Federal Reserve
Board, or other federal or state bank regulatory authority, which
application or notice has been accepted for processing, for
approval to engage in an Acquisition Transaction.
"Subsequent Triggering Event" is defined as either (A) the acquisition
by any person of beneficial ownership of 25 percent or more of the then
outstanding West One Common Stock, or (B) the occurrence of the Initial
Triggering Event described in clause (i) above, except that the percentage
referred to in subclause (y) thereof shall be 25 percent.
Within 90 days (subject to extension as provided in the West One Option
Agreement) after a Subsequent Triggering Event prior to the termination of the
West One Option, U. S. Bancorp (on behalf of itself or any subsequent Holder)
may demand that the West One Option and the related West One Option Shares be
registered under the Securities Act of 1933, as amended (the "Securities
Act"). Upon such demand, West One must affect such registration promptly
subject to certain exceptions. U. S. Bancorp is entitled to two such
registrations.
The West One Option terminates upon the earliest to occur of (i) the
Effective Time, (ii) termination of the Merger Agreement in accordance with
the terms thereof, with certain exceptions, prior to the occurrence of an
Initial Triggering Event, (iii) the passage of twelve months after termination
of the Merger Agreement following the occurrence of an Initial Triggering
Event (provided that if an Initial Triggering Event occurs after or continues
beyond such termination, the West One Option will terminate twelve months from
the expiration of the last Initial Triggering Event to expire, but in no event
more than eighteen months after such termination), or (iv) May 6, 1998.
Within 90 days (subject to extension as provided in the West One Option
Agreement) after a Subsequent Triggering Event and prior to termination of the
West One Option, subject to regulatory approval, West One is required (i) at
the request of the Holder, to repurchase the West One Option from the Holder
at a price ("West One Option Repurchase Price") equal to the amount by which
(x) the "market/offer price" (as hereinafter defined) exceeds (y) the then
applicable West One Option exercise price, multiplied by the number of shares
for which the West One Option may then be exercised; and (ii) at the request
of the owner of West One Option Shares from time to time (the "Owner") to
repurchase such number of West One Option Shares from the Owner as the Owner
designates at a price per share (the "West One Option Share Repurchase Price")
equal to the "market/offer price." "Market/offer price" means the highest of
(A) the price per share of West One Common Stock at which a tender offer or
exchange offer therefor has been made, (B) the price per share of West One
Common Stock to be paid by any third party pursuant to an agreement with West
One, (C) the highest closing price for shares of West One Common Stock within
the six-month period immediately preceding the date the Holder gives notice of
the required repurchase of the West One Option or the Owner gives notice of
the required repurchase of West One Option Shares, as the case may be, and
(D) in the event of a sale of all or a substantial portion of West One's
assets, the sum of the price paid in such sale for such assets and the current
market value of the remaining assets of West One divided by the number of
shares of West One Common Stock then outstanding.
In the event that prior to termination of the West One Option, West One
enters into an agreement (i) to consolidate with or merge into any entity,
other than U. S. Bancorp or a U. S. Bancorp Subsidiary, and shall not be the
continuing or surviving corporation of such consolidation or merger, (ii) to
permit any entity, other than U. S. Bancorp or a U. S. Bancorp Subsidiary, to
merge into West One with West One as the continuing or surviving corporation,
but, in connection therewith, the then outstanding shares of West One Common
Stock are changed into or exchanged for securities of any other person or cash
or any other property, or the then outstanding shares of West One Common Stock
after such merger represent less than 50 percent of the outstanding voting
shares and voting share equivalents of the merged company, or (iii) to sell or
transfer all or substantially all of its assets to any entity other than
U. S. Bancorp or a U. S. Bancorp Subsidiary, then the West One Option will be
converted into or exchanged for an option (the "Substitute Option") to
purchase shares of common stock of, at the Holder's election, either the
continuing or surviving corporation of a merger or a consolidation, the
transferee of all or substantially all of West One's assets, or the person
controlling such continuing or surviving corporation or transferee. The
number of shares subject to the Substitute Option and the exercise price per
share will be determined in accordance with a formula in the West One Option
Agreement. To the extent possible, the Substitute Option will contain other
terms and conditions that are the same as those in the West One Option.
Subject to regulatory approval, the issuer of a Substitute Option will
be required to repurchase such option at the request of the holder thereof and
to repurchase any shares of such issuer's common stock ("Substitute Common
Stock") issued upon exercise of a Substitute Option ("Substitute Shares") at
the request of the owner thereof. The repurchase price for a Substitute
Option will equal the amount by which (A) the "Highest Closing Price" (as
defined below) exceeds (B) the exercise price of the Substitute Option,
multiplied by the number of shares of Substitute Common Stock for which the
Substitute Option may be exercised. The repurchase price for Substitute
Shares shall equal the "Highest Closing Price" multiplied by the number of
Substitute Shares to be repurchased. As used herein, "Highest Closing Price"
means the highest closing price for shares of Substitute Common Stock within
the six-month period immediately preceding the date the holder gives notice of
the required repurchase of the Substitute Option or the owner gives notice of
the required repurchase of Substitute Shares, as the case may be.
Neither West One nor U. S. Bancorp may assign any of its respective
rights and obligations under the West One Option Agreement or the West One
Option to any other person without the other party's written consent, except
that if a Subsequent Triggering Event occurs prior to termination of the West
One Option, within 90 days thereafter (subject to extension as provided in the
West One Option Agreement), U. S. Bancorp, subject to the express provisions
of the West One Option Agreement, may assign in whole or in part its rights
and obligations thereunder. In addition, until 15 days after the Federal
Reserve Board approves an application by U. S. Bancorp to acquire the West One
Option Shares, U. S. Bancorp may not assign its rights under the West One
Option except in (i) a widely dispersed public distribution, (ii) a private
placement in which no one party acquires the right to purchase in excess of
2 percent of the voting shares of West One, (iii) an assignment to a single
party for the purpose of conducting a widely dispersed public distribution on
U. S. Bancorp's behalf, or (iv) any other manner approved by the Federal
Reserve Board.
Notwithstanding any other provision of the West One Option Agreement, if
a Holder, an Owner, or certain related parties offer or propose to engage in
an Acquisition Transaction (other than as contemplated by the Merger
Agreement), then (i) in the case of a Holder or related party thereof, the
West One option held by it will terminate immediately, and (ii) in the case of
an Owner or a related party thereof, the West One Option Shares held by it
will be purchasable by West One immediately at the then applicable West One
Option exercise price.
The rights and obligations of West One and U. S. Bancorp under the West
One Option Agreement are subject to receipt of any required regulatory
approvals. Without the prior approval of the Federal Reserve Board, U. S.
Bancorp may not acquire more than 5 percent of the outstanding West One Common
Stock. On July 3, 1995, U. S. Bancorp filed a preliminary draft application
for approval of the Merger with the Federal Reserve Board.
Merger Agreement.
Set forth below is a description of certain provisions of the Merger
Agreement. Such description is qualified in its entirety by reference to the
copy of the Merger Agreement filed as Exhibit C to this Schedule 13D and
specifically incorporated by reference herein.
Consummation of the Merger is subject to various conditions, including
approval of West One's and U. S. Bancorp's shareholders; obtaining regulatory
approvals; the effectiveness of a registration statement relating to and
NASDAQ listing of the shares of U. S. Bancorp Common Stock to be issued in the
Merger; the absence of any order, decree or injunction which enjoins or
prohibits the consummation of the Merger; the receipt of favorable legal
opinions relating to the tax consequences of the Merger; the receipt of
letters regarding the availability of "pooling of interests" accounting
treatment; the representations and warranties of each party must be true and
correct in all material respects; and each party must have performed its
obligations under the Merger Agreement in all material respects. None of the
foregoing approvals has yet been obtained, and there is no assurance as to if
or when such approvals will be obtained.
Pursuant to the Merger Agreement, West One has generally agreed to
operate its business only in the usual and ordinary course consistent with
past practice, to use reasonable best efforts to preserve intact its business
organization, employees and advantageous business relationships, and to take
no action that would adversely affect the ability of West One or U. S. Bancorp
to obtain any necessary approvals of governmental authorities or to perform
its covenants under the Merger Agreement. U. S. Bancorp and West One also
have agreed that prior to the earlier of the Effective Time or termination of
the Merger Agreement, neither party may, except with the prior written consent
of the other party or as permitted by the Merger Agreement: (i) pay dividends
or make any other distribution on its capital stock (other than regular
quarterly dividends); (ii) take actions which would impede pooling or tax
treatment, (iii) take actions which cause any of their respective
representations and warranties to be or become false; and (iv) take any
actions which would adversely affect or delay obtaining regulatory approval.
Additionally, except with the prior written consent of U. S. Bancorp or as
permitted in the Merger Agreement, West One may not: (i) solicit or authorize
acquisition inquiries or proposals from any party; (ii) incur indebtedness,
other than in the ordinary course of business consistent with past practice
(the "ordinary course"); (iii) adjust, split, combine or reclassify its
capital stock; (iv) sell or encumber assets, other than in the ordinary
course; (v) make investments, other than in the ordinary course; (vi) enter
into or terminate any material contract, other than in the ordinary course;
(vii) increase the compensation or fringe benefits of its employees except in
the ordinary course; (viii) settle claims other than in the ordinary course;
(ix) amend its articles of incorporation or bylaws; or (x) restructure its
investment security portfolio.
U. S. Bancorp and West One each will pay all expenses incurred by it in
connection with the transactions contemplated by the Merger Agreement, except
that each will pay one half of the costs of printing the registration
statement and joint proxy statement to be used by U. S. Bancorp and West One
and all filing and other fees paid to the SEC in connection with the Merger.
Except as described above, none of U. S. Bancorp or, to the best of its
knowledge, any of the persons listed on Exhibit A hereto, has any contract,
arrangement, understanding or relationship with any person with respect to any
securities of West One, including the transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits or loss, or the giving or withholding of
proxies.
Item 7. Material to be Filed as Exhibits.
The following Exhibits are filed as part of this Schedule 13D:
Exhibit A - Name, Business Address, and Present Principal Occupation of
Each Executive Officer and Director of U. S. Bancorp.
Exhibit B - Stock Option Agreement, dated May 6, 1995, between West One
Bancorp, as issuer, and U. S. Bancorp, as grantee.
Exhibit C - Agreement and Plan of Merger, dated May 5, 1995, between
U. S. Bancorp and West One Bancorp.
Exhibit D - Stock Option Agreement, dated May 6, 1995, between U. S.
Bancorp, as issuer, and West One Bancorp, as grantee.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete,
and correct.
Date: July 28, 1995 U. S. BANCORP
By: /s/ Robert D. Geddes
Name: Robert D. Geddes
Title: Executive Vice President
and Corporate Counsel
<PAGE>
EXHIBIT INDEX
Exhibit Description
A Name, Business Address, and
Present Principal Occupation
of Each Executive Officer and
Director of U. S. Bancorp.
(Previously filed)
B Stock Option Agreement, dated
May 6, 1995, between West One
Bancorp, as issuer, and U. S.
Bancorp, as grantee. Incorporated
by reference to Exhibit 10.2 to
U. S. Bancorp's quarterly report on
Form 10-Q for the quarter ended
March 31, 1995 (the "Form 10-Q").
C Agreement and Plan of Merger,
dated May 5, 1995, between
U. S. Bancorp and West One Bancorp.
Incorporated by reference to Exhibit 2
to the Form 10-Q.
D Stock Option Agreement, dated
May 6, 1995, between U. S. Bancorp,
as issuer, and West One Bancorp, as
grantee. Incorporated by reference
to Exhibit 10.1 to the Form 10-Q.
