<PAGE>
FILED PURSUANT TO RULE 424(b)(5)
REGISTRATION NO. 33-64318
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 27, 1995.
$300,000,000
[LOGO OF U.S. BANCORP]
6 3/4% Subordinated Notes due October 15, 2005
Interest payable April 15 and October 15
----------
The 6 3/4% Subordinated Notes due October 15, 2005 (the "Notes") will not
be redeemable or repayable prior to maturity and will not be subject
to any sinking fund. The Notes will be issued only in fully
registered form in denominations of $1,000 and integral
multiples thereof. See "Description of Notes" herein.
The Notes are unsecured and subordinated to all present and future Senior
Indebtedness. See "Description of Notes--General" herein and "Description of
Debt Securities--Subordination" in the accompanying prospectus dated
September 27, 1995 (the "Basic Prospectus") of U. S. Bancorp. Payment of
the principal of the Notes may be accelerated only in the case of
certain events involving the bankruptcy, insolvency or
reorganization of U. S. Bancorp. There is no right of acceleration
in the case of a default in the performance of any covenant of U.
S. Bancorp including the payment of principal or interest. See
"Description of Debt Securities--Events of Default and
Limited Rights of Acceleration" in the Basic Prospectus.
The Notes will be issued in book-entry form and represented by one or more
global Notes ("Book-Entry Notes") registered in the name of a nominee of The
Depository Trust Company, as depositary (the "Depository"). Beneficial
interests in Book-Entry Notes will be shown on, and transfers thereof will be
effected only through, records maintained by the Depository and its
participants. Notes will not be issuable in certificated form except under
the limited circumstances described in the Basic Prospectus. Settlement for
the Notes will be made in immediately available funds. The Notes will
trade in the Depository's Same-Day Funds Settlement System until
maturity, and secondary market trading activity in the Notes will
therefore settle in immediately available funds. See "Description of
Notes--Book-Entry Notes" herein and "Description of Debt Securities--
Global Securities" in the Basic Prospectus.
----------
THE NOTES OFFERED HEREBY ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER
OBLIGATIONS OF ANY INSURED DEPOSITORY INSTITUTION OR OTHER SUBSIDIARY OF
U. S. BANCORP AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OF-
FENSE.
<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions U. S. Bancorp(1)(2)
------------- ------------- -------------------
<S> <C> <C> <C>
Per Note................................... 99.462% 0.65% 98.812%
Total...................................... $298,386,000 $1,950,000 $296,436,000
</TABLE>
(1) Plus accrued interest, if any, from October 16, 1995.
(2) Before deducting offering expenses payable by U. S. Bancorp, estimated at
$370,000.
----------
The Notes are offered by the several Underwriters when, as and if issued by
U. S. Bancorp, delivered to and accepted by the Underwriters and subject to
their right to reject orders in whole or in part. It is expected that delivery
of the Notes, in book-entry form, will be made through the facilities of the
Depository on or about October 16, 1995, against payment in immediately
available funds.
CS First Boston
Chase Securities, Inc.
Citicorp Securities, Inc.
Goldman, Sachs & Co.
UBS Securities Inc.
The date of this Prospectus Supplement is October 11, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
RECENT DEVELOPMENTS
On May 5, 1995, U. S. Bancorp entered into an Agreement and Plan of Merger
(the "Merger Agreement") with West One Bancorp ("West One"), pursuant to which
West One will be merged with and into U. S. Bancorp (the "Merger"). West One,
headquartered in Boise, Idaho, is engaged in a general retail and commercial
banking business in Idaho, Washington, Oregon, and Utah through its banking
subsidiaries. As a result of the Merger, each outstanding share of West One's
common stock will be converted into 1.47 shares of U. S. Bancorp common stock.
The bank holding company resulting from the Merger will be headquartered in
Portland, Oregon, and will operate under the U. S. Bancorp name. The Merger is
conditioned upon, among other things, obtaining certain regulatory approvals.
The Merger is expected to be completed by December 31, 1995.
The Merger was approved by the shareholders of both companies on October 3,
1995. Shortly thereafter, U. S. Bancorp announced that it had reached
preliminary agreement, based on discussions with various governmental
authorities, including the Board of Governors of the Federal Reserve System,
the United States Department of Justice, and the Washington State Attorney
General, as to the branches to be divested in order to alleviate what such
agencies believe would otherwise be an adverse competitive effect of the
Merger. After taking into account the proposed divestitures, which are subject
to final regulatory approval, the combined company will be among the 30 largest
banking organizations in the United States.
Merger-related expenses reflecting transaction costs of the Merger and the
costs of combining operations are anticipated to be charged to earnings,
principally in the quarter in which the Merger closes, with some carryover into
subsequent quarters. As planning for the Merger continues and uncertainties
regarding the Merger process are resolved, estimates of merger-related expenses
are continuing to be developed. Although the precise magnitude of the increase
is not presently determinable, management believes that the aggregate after-tax
charge to earnings for merger-related expenses will exceed the estimate of $60
million reflected in U. S. Bancorp's Current Report on Form 8-K dated August
30, 1995 (the "1995 Form 8-K"). In addition, management intends to perform a
detailed analysis of the credit risks inherent in the integration and
management of the loan portfolio of the combined institution, which may result
in an increase in the allowance for credit losses that is not presently
expected to exceed $15 million.
For additional information relating to the Merger and West One, reference is
made to the 1995 Form 8-K incorporated by reference into the Basic Prospectus,
which contains historical financial statements of West One for the three-year
period ended December 31, 1994, and the six-month periods ended June 30, 1994
and 1995, and pro forma financial information reflecting the proposed Merger on
a pooling-of-interests accounting basis. See "Incorporation of Certain
Documents by Reference" in the Basic Prospectus.
USE OF PROCEEDS
U. S. Bancorp intends to use the net proceeds from the sale of the Notes for
general corporate purposes, including investments in, or extensions of credit
to, its existing and future subsidiaries, the acquisition of other banking and
financial services businesses, repurchases of outstanding shares of U. S.
Bancorp common stock, and repayment of outstanding borrowings. Pending such
use, the proceeds may be temporarily invested in short-term obligations.
S-2
<PAGE>
SELECTED FINANCIAL DATA
The following table sets forth selected consolidated historical financial
data for U. S. Bancorp and selected pro forma combined financial data for U. S.
Bancorp giving effect to the proposed Merger of West One with and into U. S.
Bancorp on a pooling-of-interests basis for the periods specified. See "Recent
Developments" herein. The data have been derived in part from, and should be
read in conjunction with, the consolidated financial statements and notes
thereto and other financial information with respect to U. S. Bancorp and West
One incorporated by reference into the Basic Prospectus (see "Incorporation of
Certain Documents by Reference"), and such data are qualified in their entirety
by reference thereto. Certain amounts have been reclassified to conform West
One's financial information with U. S. Bancorp's presentation. All adjustments
(comprising only normal recurring accruals) that management believes necessary
for a fair presentation of the data for the six-month periods have been
included. The data for the six-month periods are not necessarily indicative of
the data for the entire year.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------------------------------------- -----------------------
1990 1991 1992 1993 1994 1994 1995
----------- ----------- ----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
U. S. BANCORP(1)
Earnings Summary:
Interest income........ $ 1,716,060 $ 1,638,584 $ 1,491,474 $ 1,433,696 $ 1,480,085 $ 706,444 $ 824,672
Interest expense....... 1,025,833 869,319 631,116 505,585 517,927 241,528 332,074
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net interest income.... 690,227 769,265 860,358 928,111 962,158 464,916 492,598
Provision for credit
losses................ 103,578 125,373 134,454 92,851 106,868 45,301 42,265
Noninterest income..... 299,043 375,386 443,501 531,819 456,121 218,582 208,622
Income before
cumulative effect of
accounting changes.... 190,791 190,926 208,074 257,949 151,495 22,875 136,521
Net income............. 190,791 190,926 148,184 257,949 151,495 22,875 136,521
Period-End Balance Sheet
Data:
Total assets........... $18,547,518 $18,875,137 $20,741,147 $21,415,490 $21,816,409 $21,166,911 $21,349,858
Total earning assets... 16,317,506 16,649,096 18,236,641 18,950,963 19,105,476 18,766,239 18,637,752
Total deposits......... 13,363,397 13,316,363 15,425,277 15,510,701 15,048,366 14,971,438 14,976,112
Long-term debt......... 666,303 1,214,062 1,329,174 1,051,578 994,870 1,046,638 890,338
Total shareholders'
equity................ 1,267,095 1,411,886 1,631,308 1,818,195 1,777,285 1,763,870 1,893,169
Common shareholders'
equity................ 1,267,095 1,411,886 1,481,308 1,668,195 1,627,285 1,613,870 1,743,169
Preferred stock........ -- -- 150,000 150,000 150,000 150,000 150,000
PRO FORMA U. S. BANCORP
(UNAUDITED)(2)
Earnings Summary:
Interest income........ $ 2,169,297 $ 2,097,592 $ 1,941,671 $ 1,958,131 $ 2,069,341 $ 982,885 $ 1,173,706
Interest expense....... 1,293,847 1,119,299 826,206 699,020 739,288 338,365 486,483
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net interest income.... 875,450 978,293 1,115,465 1,259,111 1,330,053 644,520 687,223
Provision for credit
losses................ 115,246 155,053 148,762 106,234 120,146 53,077 48,735
Noninterest income..... 357,883 444,391 523,076 625,001 560,060 270,201 265,639
Income before
cumulative effect of
accounting changes.... 235,058 232,125 271,446 341,136 254,666 71,713 193,537
Net income............. 235,058 232,125 211,556 341,136 254,666 71,713 193,537
Period-End Balance Sheet
Data:
Total assets........... $23,494,507 $24,292,336 $27,874,784 $29,086,843 $30,609,108 $29,258,581 $30,505,971
Total earning assets... 20,748,328 21,570,953 24,616,733 25,945,929 27,004,335 26,208,584 27,806,861
Total deposits......... 17,224,278 17,360,771 21,061,616 21,447,748 21,859,248 21,286,152 21,838,028
Long-term debt......... 738,917 1,325,943 1,446,823 1,168,038 1,247,943 1,175,780 1,212,308
Total shareholders'
equity................ 1,599,787 1,778,934 2,121,133 2,441,761 2,493,054 2,419,415 2,525,330
Common shareholders'
equity................ 1,599,787 1,778,934 1,971,133 2,291,761 2,343,054 2,269,415 2,375,330
Preferred stock........ -- -- 150,000 150,000 150,000 150,000 150,000
</TABLE>
- -------
(1) In March 1994, U. S. Bancorp's Board of Directors approved a major cost
reduction program. In connection therewith, a $100 million pre-tax
restructuring charge was recorded in the 1994 first quarter.
(2) The pro forma balance sheet data reflects the effects of a planned charge
to earnings following the closing of the Merger for merger-related expenses
in the amount of $60 million after-tax (the estimate reflected in the 1995
Form 8-K), primarily for employee severance, including payments to retain
certain employees through their agreed-upon termination dates, costs to
eliminate redundant computer systems, administrative functions, and
premises, furniture and equipment, and professional fees. The pro forma
data as of June 30, 1995, does not reflect (i) the anticipated divestiture
of approximately $475 million in assets and $725 million in deposits in
connection with obtaining required regulatory approvals for the Merger,
(ii) the conversion of approximately $42.3 million principal amount of West
One's 7 3/4% Convertible Subordinated Debentures Due 2006 (the "West One
Debentures") outstanding at June 30, 1995 into approximately 2.3 million
shares of West One's common stock, or (iii) the positive effects of
potential cost savings which may be achieved subsequent to the Merger. See
"Recent Developments" herein.
S-3
<PAGE>
SELECTED FINANCIAL DATA (CONTINUED)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE
YEAR ENDED DECEMBER 31, 30,
--------------------------------- ------------
1990 1991 1992 1993 1994 1994 1995
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
PERFORMANCE RATIOS(3):
Return on Average Total
Assets(4)
U. S. Bancorp............... 1.04% 1.03% 1.07% 1.25% 0.72% 0.22% 1.30%
Pro Forma................... 1.02 0.98 1.07 1.22 0.87 0.50 1.31
Return on Average Common
Shareholders' Equity(4)
U. S. Bancorp............... 16.04 14.25 13.80 15.75 8.58 2.08 15.76
Pro Forma................... 15.65 13.74 14.06 15.71 10.62 5.86 15.76
Net Interest Margin (tax-
equivalent)
U. S. Bancorp............... 4.56 4.93 5.18 5.29 5.35 5.21 5.45
Pro Forma................... 4.57 4.89 5.16 5.29 5.33 5.28 5.39
Overhead Ratio(5)
U. S. Bancorp............... 59.86 62.44 64.81 65.75 75.48 86.41 62.49
Pro Forma................... 61.15 63.10 65.02 65.70 72.37 80.49 62.52
ASSET QUALITY RATIOS(3):
Allowance for Credit Losses
to Period-End Loans
U. S. Bancorp............... 1.45 1.65 1.91 1.91 1.96 1.91 1.96
Pro Forma................... 1.45 1.63 1.81 1.77 1.79 1.76 1.77
Allowance for Credit Losses
to Nonperforming Loans
U. S. Bancorp............... 79 77 100 125 168 151 191
Pro Forma................... 86 83 117 144 192 176 218
Nonperforming Assets to Peri-
od-End Loans and Foreclosed
Assets
U. S. Bancorp............... 2.36 2.75 2.13 1.77 1.31 1.46 1.20
Pro Forma................... 2.14 2.51 1.77 1.43 1.06 1.17 0.95
Net Loans Charged-Off to
Average Loans
U. S. Bancorp............... 0.47 0.73 0.82 0.60 0.48 0.48 0.40
Pro Forma................... 0.46 0.73 0.70 0.48 0.39 0.39 0.34
CAPITAL RATIOS:
Average Common Shareholders'
Equity to Average Assets
U. S. Bancorp............... 6.49 7.25 7.23 7.54 7.69 7.72 7.88
Pro Forma................... 6.51 7.14 7.24 7.48 7.83 7.83 8.03
Leverage Ratio
U. S. Bancorp............... 5.92 6.84 7.16 7.65 7.69 7.62 8.29
Pro Forma................... 6.04 6.77 7.10 7.64 7.82 7.61 7.82
Tier I Risk-based Capital
Ratio
U. S. Bancorp............... 6.67 7.56 8.54 8.76 8.19 8.38 8.65
Pro Forma................... 7.01 7.79 8.63 8.95 8.72 8.72 8.57
Total Risk-based Capital
Ratio
U. S. Bancorp............... 9.64 9.83 11.54 11.73 11.03 11.29 11.49
Pro Forma................... 9.88 10.24 11.51 11.75 11.38 11.46 11.13
</TABLE>
- --------
(3) The June 30, 1994 and 1995 ratios have been annualized where necessary.
(4) Returns for 1992 were computed before accounting changes. Net income for
1992 includes a $59.9 million after-tax charge from the adoption of
Statement of Financial Accounting Standards (SFAS) No. 106, "Employers'
Accounting for Postretirement Benefits Other than Pensions" and SFAS No.
112, "Employers' Accounting for Postemployment Benefits." After accounting
changes, return on average total assets was .76% and return on average
common shareholders' equity was 10.14%. On a pro forma basis after
accounting changes, return on average total assets was .84% and return on
average common shareholders' equity was 10.89%.
(5) Overhead ratio is defined as noninterest expenses as a percentage of tax-
equivalent net interest income and noninterest revenues.
S-4
<PAGE>
CAPITALIZATION
The following table sets forth the consolidated capitalization of U. S.
Bancorp and its subsidiaries (i) at June 30, 1995, (ii) as adjusted as of such
date to give effect to the issuance of the Notes offered hereby, (iii) on a pro
forma basis at June 30, 1995, giving effect to the Merger with West One, and
(iv) on a pro forma basis as adjusted as described in clause (ii) above.
<TABLE>
<CAPTION>
JUNE 30, 1995
--------------------------------------------------
AS PRO AS
HISTORICAL ADJUSTED FORMA(1) ADJUSTED(1)
---------- ---------- ---------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Long-term debt:
U. S. BANCORP
4.41% to 8.68% medium-
term notes due 1995-
1998................. $ 364,500 $ 364,500 $ 364,500 $ 364,500
8.125% subordinated
notes due 2002....... 149,273 149,273 149,273 149,273
7% subordinated notes
due 2003............. 149,712 149,712 149,712 149,712
Subordinated notes of-
fered hereby......... -- 298,386(2) -- 298,386(2)
BANK SUBSIDIARIES
5.40% to 6.125% bank
notes due 1995....... 71,000 71,000 71,000 71,000
4.13% to 7.95% FHLB
notes due 1995-2015.. 139,770 139,770 417,285 417,285
7.75% subordinated
notes due 2002....... 15,705 15,705 15,705 15,705
Mortgages and other
notes payable(3)..... 378 378 2,565 2,565
---------- ---------- ---------- ----------
Total long-term
debt............... 890,338 1,188,724 1,170,040 1,468,426
---------- ---------- ---------- ----------
Shareholders' equity(4):
Preferred stock, no par
value; Authorized--
50,000,000 shares; Is-
sued--6,000,000 shares,
Series A................. 150,000 150,000 150,000 150,000
Common stock, $5 par val-
ue; Authorized--
250,000,000 shares; Is-
sued--98,223,501 shares.. 491,118 491,118 762,243(5) 762,243(5)
Capital surplus......... 351,445 351,445 406,738 406,738
Retained earnings....... 892,677 892,677 1,238,007(6) 1,238,007(6)
Net unrealized gain on
securities available
for sale, net of tax... 7,929 7,929 10,610 10,610
---------- ---------- ---------- ----------
Total shareholders'
equity............... 1,893,169 1,893,169 2,567,598 2,567,598
---------- ---------- ---------- ----------
Total capitalization.. $2,783,507 $3,081,893 $3,737,638 $4,036,024
========== ========== ========== ==========
</TABLE>
- --------
(1) Reflects the subsequent repayment through conversion or redemption of $42.3
million principal amount of West One Debentures outstanding at June 30,
1995.
(2) Net of $1,614,000 unamortized debt discount.
(3) Interest rates range from 7.5% to 12.0% and remaining maturities range from
1 to 10 years.
(4) Excludes approximately 8.9 million shares reserved for issuance at June 30,
1995, pursuant to stock awards granted or to be granted to directors,
officers, and key employees of U. S. Bancorp.
(5) Reflects the issuance in the Merger of 54,225,000 shares of U. S. Bancorp
common stock in exchange for 34,619,000 shares of West One common stock
outstanding at June 30, 1995, and 2,269,000 shares issued pursuant to the
conversion of West One Debentures subsequent to June 30, 1995. In addition,
options for approximately 3.4 million shares of U. S. Bancorp common stock
are expected to be held by former employees of West One immediately
following the Merger.
(6) Reflects an after-tax charge to earnings of $60 million (the estimate
reflected in the 1995 Form 8-K) anticipated to be taken following the
closing of the Merger to reflect transaction costs of the Merger and the
costs of combining operations. See "Recent Developments" herein.
S-5
<PAGE>
DESCRIPTION OF NOTES
The following is a brief description of the Notes. This description does not
purport to be complete, should be read in conjunction with the statements under
"Description of Debt Securities" in the Basic Prospectus and is subject to and
qualified in its entirety by reference to the Indenture dated as of May 15,
1992 (the "Indenture"), as amended by a First Supplemental Indenture dated as
of March 15, 1993 (the "First Supplemental Indenture"), between U. S. Bancorp
and Bankers Trust Company, as Trustee (the "Trustee"), pursuant to which the
Notes are to be issued. A copy of the form of the Indenture has been filed as
an exhibit to the Registration Statement of which the Basic Prospectus is a
part. Capitalized terms not defined herein have the meanings specified in the
Basic Prospectus or the Indenture.
GENERAL
The Notes will mature on October 15, 2005, and are limited to $300,000,000
aggregate principal amount. The Notes will be issued in denominations of $1,000
or any integral multiple thereof.
The Notes will bear interest from October 16, 1995, or from the most recent
Interest Payment Date to which interest has been paid, at the rate per annum
shown on the cover page of this Prospectus Supplement, payable semi-annually on
April 15 and October 15 of each year commencing April 15, 1996. Interest will
be computed on the basis of a 360-day year of twelve 30-day months. Any payment
required to be made on a date that is not a Business Day need not be made on
such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on such date, and no additional interest shall
accrue as a result of such delayed payment. "Business Day" means any day which
is not a Saturday or Sunday and which is not a day on which banking
institutions or trust companies in the City of New York or the State of Oregon
are generally authorized or obligated by law or executive order to be closed.
Payments of principal and interest on Notes registered in the name of the
Depository or its nominees will be made in immediately available funds to the
Depository, or its nominee, as the case may be, as the registered holder of the
Book-Entry Notes representing such Notes.
The Notes are not redeemable by U. S. Bancorp, in whole or in part, prior to
their maturity, and do not provide for any sinking fund.
The Notes will be unsecured subordinated obligations of U. S. Bancorp which
will be subordinated in right of payment to the prior payment in full of all
present and future Senior Indebtedness of U. S. Bancorp. In order to comply
with an interpretation of the Board of Governors of the Federal Reserve System,
the definition of Senior Indebtedness was modified by the First Supplemental
Indenture to encompass a broader range of instruments and obligations than
Senior Indebtedness as defined with respect to subordinated indebtedness of U.
S. Bancorp issued under the Indenture prior to March 15, 1993. As a result of
the difference, holders of Notes could be subordinated to greater amounts of
Senior Indebtedness of U. S. Bancorp than holders of such previously issued
subordinated indebtedness and may, under certain circumstances, receive less,
ratably, than the holders of such previously issued subordinated indebtedness
of U. S. Bancorp. See "Description of Debt Securities--Subordination" in the
Basic Prospectus.
At September 30, 1995, U. S. Bancorp, on an unconsolidated basis, had
outstanding (excluding accrued interest) approximately $527 million aggregate
principal amount of Senior Indebtedness, $150 million aggregate principal
amount of subordinated indebtedness issued under the Indenture prior to March
15, 1993, and $150 million aggregate principal amount of subordinated
indebtedness issued under the Indenture since March 15, 1993. The Indenture
does not place any limit on U. S. Bancorp's ability to issue Senior
Indebtedness.
Payment of the principal of the Notes may be accelerated only in the case of
certain events involving the bankruptcy, insolvency or reorganization of U. S.
Bancorp. There is no right of acceleration in the case of a
S-6
<PAGE>
default in the performance of any covenant of U. S. Bancorp, including the
payment of principal or interest. See "Description of Debt Securities--Events
of Default and Limited Rights of Acceleration" in the Basic Prospectus.
BOOK-ENTRY NOTES
Upon issuance, the Notes will be represented by one or more fully registered
global Notes (the "Book-Entry Notes") which will be deposited with, or on
behalf of, the Depository and registered only in the name of the Depository or
a nominee of the Depository. Book-Entry Notes will not be transferable or
exchangeable for Notes in certificated form except under the limited
circumstances described in the Basic Prospectus under "Description of Debt
Securities--Global Securities."
The Depository has advised U. S. Bancorp as follows: it is a limited-purpose
trust company organized under the laws of the State of New York, a member of
the Federal Reserve System, a "clearing corporation" within the meaning of the
New York Uniform Commercial Code, and a "clearing agency" registered pursuant
to the provisions of Section 17A of the Securities Exchange Act of 1934, as
amended. The Depository was created to hold securities for its participating
organizations ("Participants") and to facilitate the clearance and settlement
of securities transactions between Participants in such securities through
electronic book-entry changes in accounts of Participants. Participants include
securities brokers and dealers (including the Underwriters), banks and trust
companies, clearing corporations and certain other organizations. Access to the
Depository's system is also available to others such as banks, brokers,
dealers, and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("Indirect
Participants"). Persons who are not Participants may beneficially own
securities held by the Depository only through Participants or Indirect
Participants.
A further description of the Depository's procedures with respect to Book-
Entry Notes is set forth in the Basic Prospectus under "Description of Debt
Securities--Global Securities." The Depository has confirmed to U. S. Bancorp
that it intends to follow such procedures.
UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated October 11, 1995 (the "Underwriting Agreement"), U. S. Bancorp
has agreed to sell to the Underwriters named below (the "Underwriters"), and
the Underwriters have severally but not jointly agreed to purchase, the
following respective principal amounts of Notes:
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
----------- ------------
<S> <C>
CS First Boston Corporation................................. $ 60,000,000
Chase Securities, Inc....................................... 60,000,000
Citicorp Securities, Inc.................................... 60,000,000
Goldman, Sachs & Co......................................... 60,000,000
UBS Securities Inc.......................................... 60,000,000
------------
Total................................................... $300,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent, and that the Underwriters will be
obligated to purchase all of the Notes offered hereby if any are purchased. The
Underwriting Agreement provides that, in the event of a default by an
Underwriter, in certain circumstances the purchase commitments of non-
defaulting Underwriters may be increased or the Underwriting Agreement may be
terminated.
S-7
<PAGE>
U. S. Bancorp has been advised by the Underwriters that the Underwriters
propose to offer the Notes to the public initially at the public offering price
set forth on the cover page of this Prospectus Supplement and to certain
dealers at such price less a concession of .40% of the principal amount of the
Notes, and the Underwriters and such dealers may allow a discount of .25% of
such principal amount on sales to certain other dealers. After the initial
public offering, the public offering price and concession and discount to
certain dealers may be changed by the Underwriters.
U. S. Bancorp has agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act of 1933, as
amended, or to contribute to payments which the Underwriters may be required to
make in respect thereof.
The Notes are a new issue of securities with no established trading market
and will not be listed on any securities exchange. U. S. Bancorp has been
advised by the Underwriters that one or more of them intend to make a market in
the Notes, but are not obligated to do so and may discontinue such market-
making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Notes or as to the prices at which the
Notes may trade in such market.
Certain of the Underwriters are customers of, engage in transactions with or
perform services for U. S. Bancorp and certain of its subsidiaries in the
ordinary course of business. U. S. Bancorp retained CS First Boston Corporation
to act as its financial adviser in connection with the Merger with West One.
UBS Securities Inc. has been engaged by U. S. Bancorp to render financial
advisory and investment banking services with respect to the possible sale of
certain operations of West One (or U. S. Bancorp) in connection with obtaining
required regulatory approvals for the Merger. Additionally, West One retained
UBS Securities Inc. to act as its financial adviser with respect to the Merger.
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the Notes in Canada is being made only on a private
placement basis exempt from the requirement that U. S. Bancorp prepare and file
a prospectus with the securities regulatory authorities in each province where
trades of Notes are effected. Accordingly, any resale of the Notes in Canada
must be made in accordance with applicable securities laws which will vary
depending on the relevant jurisdiction, and which may require resales to be
made in accordance with available statutory exemptions or pursuant to a
discretionary exemption granted by the applicable Canadian securities
regulatory authority. Purchasers are advised to seek legal advice prior to any
resale of the Notes.
REPRESENTATIONS OF PURCHASERS
Each purchaser of Notes in Canada who receives a purchase confirmation will
be deemed to represent to U. S. Bancorp and the dealer from whom such purchase
confirmation is received that (i) such purchaser is entitled under applicable
provincial securities laws to purchase such Notes without the benefit of a
prospectus qualified under such securities laws, (ii) where required by law,
that such purchaser is purchasing as principal and not as agent, and (iii) such
purchaser has reviewed the text above under "Resale Restrictions."
RIGHTS OF ACTION AND ENFORCEMENT
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws.
S-8
<PAGE>
All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be
possible for Ontario purchasers to effect service of process within Canada upon
the issuer or such persons. All or a substantial portion of the assets of the
issuer and such persons may be located outside of Canada and, as a result, it
may not be possible to satisfy a judgment against the issuer or such persons in
Canada or to enforce a judgment obtained in Canadian courts against such issuer
or persons outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of Notes to whom the Securities Act (British Columbia) applies is
advised that such purchaser is required to file with the British Columbia
Securities Commission a report within ten days of the sale of any Notes
acquired by such purchaser pursuant to this offering. Such report must be in
the form attached to British Columbia Securities Commission Blanket Order BOR
#88/5, a copy of which may be obtained from U. S. Bancorp. Only one such report
must be filed in respect of Notes acquired on the same date and under the same
prospectus exemption.
VALIDITY OF NOTES
The validity of the Notes offered hereby has been passed upon for U. S.
Bancorp by Miller, Nash, Wiener, Hager & Carlsen, Portland, Oregon. Simpson
Thacher & Bartlett (a partnership which includes professional corporations),
New York, New York, will act as counsel for the Underwriters. Simpson Thacher &
Bartlett will rely on Miller, Nash, Wiener, Hager & Carlsen as to all matters
governed by Oregon law.
Clifford N. Carlsen, Secretary of U. S. Bancorp, is a partner in the firm of
Miller, Nash, Wiener, Hager & Carlsen. At September 30, 1995, attorneys
associated with Miller, Nash, Wiener, Hager & Carlsen who participated in
providing services to U. S. Bancorp in connection with the Notes, together with
their immediate families, owned an aggregate of approximately 5,950 shares of
U. S. Bancorp common stock.
S-9
<PAGE>
PROSPECTUS
[LOGO U.S. BANCORP]
SUBORDINATED DEBT SECURITIES
U. S. Bancorp may offer from time to time pursuant hereto up to $500,000,000
aggregate principal amount (or its equivalent in any other currency or
composite currency) of its subordinated debt securities ("Debt Securities") on
terms to be determined at the time of sale. The specific title, aggregate
principal amount, maturity, rate and time of payment of interest (if any),
purchase price, any terms for redemption and other special terms of a specific
series of Debt Securities being offered ("Offered Debt Securities") will be set
forth in a supplement to this Prospectus ("Prospectus Supplement"). The Offered
Debt Securities shall be denominated in United States dollars unless another
currency, which may be a composite currency such as the European Currency Unit,
is specified in the Prospectus Supplement. If the terms of a depositary
arrangement with respect to a specific series of Offered Debt Securities are
set forth in the Prospectus Supplement relating to such series, the Offered
Debt Securities of such series may be issued in whole or in part in global
form.
The Debt Securities will be unsecured and will be subordinated to all Senior
Indebtedness of U. S. Bancorp, whether incurred at the time of issuance of the
Debt Securities or thereafter. U. S. Bancorp is not restricted by the terms of
the Indenture, other outstanding instruments, or applicable statutes or
regulations from incurring additional Senior Indebtedness or subordinated
indebtedness. See "Description of Debt Securities."
The Debt Securities may be sold to underwriters for public offering pursuant
to terms of offering described in the Prospectus Supplement. In addition, the
Debt Securities may be sold through agents designated from time to time by U.
S. Bancorp, including its banking affiliates. If any underwriters or agents are
involved in the sale of the Offered Debt Securities, their names and any
applicable fee, commission or discount arrangements with them will be set forth
in the Prospectus Supplement. See "Plan of Distribution."
THE DEBT SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS
OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECU-
RITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REP-
RESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 27, 1995
<PAGE>
FOR NORTH CAROLINA RESIDENTS:
These securities have not been approved or disapproved by the Commissioner of
Insurance for the State of North Carolina, nor has the Commissioner of
Insurance ruled upon the accuracy or the adequacy of this document.
AVAILABLE INFORMATION
U. S. Bancorp is subject to the informational requirements of the Securities
Exchange Act of 1934 ("Act") and in accordance therewith files reports and
other information with the Securities and Exchange Commission ("Commission").
Reports, proxy statements and other information filed by U. S. Bancorp can be
inspected and copied at the public reference facilities maintained by the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549; The Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and Seven
World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. As
permitted by rules and regulations of the Commission, this Prospectus omits
certain information set forth in the Registration Statement and exhibits
thereto which U. S. Bancorp has filed with the Commission under the Securities
Act of 1933 and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
U. S. Bancorp incorporates herein by reference its annual report on Form 10-K
for the year ended December 31, 1994, its quarterly reports on Form 10-Q for
the quarters ended March 31, 1995 and June 30, 1995, and its current report on
Form 8-K dated August 30, 1995.
All documents filed by U. S. Bancorp pursuant to Section 13(a), 13(c), 14 or
15(d) of the Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference into this Prospectus.
U. S. Bancorp will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
foregoing documents incorporated by reference herein, other than certain
exhibits to such documents. Requests should be directed to U. S. Bancorp,
Investor Relations, P.O. Box 8837, Portland, Oregon 97208, telephone (503) 275-
5834.
U. S. BANCORP
U. S. Bancorp is a regional multi-bank holding company headquartered in
Portland, Oregon. At June 30, 1995, U. S. Bancorp was among the 35 largest bank
holding companies in the United States in terms of total assets, with total
consolidated assets of $21.3 billion, deposits of $15.0 billion, and total
shareholders' equity of $1.9 billion.
U. S. Bancorp is engaged in general retail and commercial banking business in
the states of Oregon, Washington, California, Nevada, and Idaho through its
banking subsidiaries. Its principal banking subsidiaries are United States
National Bank of Oregon ("U.S. Bank of Oregon"), with $10.8 billion in total
assets at June 30, 1995, and U. S. Bank of Washington, National Association
("U. S. Bank of Washington"), which had total assets of $6.7 billion at that
date. At December 31, 1994, in terms of total assets, U. S. Bank of Oregon was
the largest bank in Oregon and the 55th largest commercial bank in the United
States, and U. S. Bank of Washington was the third largest commercial bank in
Washington and the 102nd largest commercial bank in the United States.
Other subsidiaries of U. S. Bancorp provide financial services related to
banking, including lease financing, consumer and commercial finance, discount
brokerage, investment advisory services, and insurance agency and credit life
insurance services. U. S. Bancorp's principal activities are located in the
Pacific Northwest, but it has operations throughout the Far West and, to a
lesser extent, the rest of the United States. The principal executive offices
of U. S. Bancorp are located at 111 S.W. Fifth Avenue, Portland, Oregon 97204,
telephone number (503) 275-6111.
2
<PAGE>
U. S. Bancorp is a legal entity separate and distinct from its subsidiaries.
There are various legal limitations on the extent to which U. S. Bancorp's bank
subsidiaries may extend credit, pay dividends, or otherwise supply funds to U.
S. Bancorp or U. S. Bancorp's other affiliates. In particular, U. S. Bancorp's
bank subsidiaries are subject to certain restrictions imposed by Federal law on
extensions of credit to U. S. Bancorp or its other affiliates, on investments
in stock or other securities thereof and on the taking of such securities as
collateral for loans. Such restrictions prohibit U. S. Bancorp or such other
affiliates from borrowing from U. S. Bancorp's bank subsidiaries unless the
loans are secured by specified collateral. Further, such secured loans and
investments by a U. S. Bancorp bank subsidiary are limited in amount as to U.
S. Bancorp or to any other such affiliate to 10% of the bank subsidiary's
capital stock and surplus and as to U. S. Bancorp and all such affiliates to an
aggregate of 20% of the bank subsidiary's capital stock and surplus.
In addition, there are certain limitations on the payment of dividends to U.
S. Bancorp by its bank subsidiaries. A national bank may not pay dividends in
an amount greater than its net profits then on hand after deducting statutory
bad debts in excess of the bank's allowance for loan losses. The prior approval
of the Comptroller of the Currency (the "Comptroller") is required if the total
of all dividends declared by a national bank subsidiary in any calendar year
will exceed the total of such subsidiary's net profits (as defined by
regulation) for that year combined with its retained net profits for the
preceding two calendar years, less any required transfers to surplus or to a
fund for the retirement of any preferred stock. As of December 31, 1994, U. S.
Bancorp's banking subsidiaries could have declared dividends without approval
of the Comptroller of up to an aggregate of $210 million. The payment of
dividends by U. S. Bancorp's national bank subsidiaries may be affected by
other factors, such as requirements for the maintenance of adequate capital.
The Comptroller also has authority to prohibit a national bank from engaging in
what, in the Comptroller's opinion, constitutes an unsafe or unsound practice
in conducting its business. In addition, the Comptroller has issued a policy
statement which provides that national banks should generally pay dividends
only out of current operating earnings. U. S. Bancorp's nonbank subsidiaries
are also subject to limitations on the payment of dividends.
The foregoing limitations do not have the effect of causing indebtedness
(including deposits) of U. S. Bancorp's bank subsidiaries or other affiliates
to become senior to the Debt Securities. However, in the event that a
depository institution subsidiary becomes undercapitalized (as that term is
defined by the federal bank regulatory agencies), U. S. Bancorp may be required
to guarantee compliance by the subsidiary with a capital restoration plan. U.
S. Bancorp's aggregate liability under any such guarantee shall not exceed the
lesser of 5% of the subsidiary's total assets when it became undercapitalized
or the amount of the capital deficiency at such time as it fails to comply with
the plan.
USE OF PROCEEDS
U. S. Bancorp intends to use the net proceeds from the sale of the Debt
Securities for general corporate purposes, including investments in, or
extensions of credit to, its existing and future subsidiaries, the acquisition
of other banking and financial services businesses, repurchases of outstanding
shares of U. S. Bancorp common stock, and repayment of outstanding borrowings.
The precise amounts and timing of the application of proceeds will depend on
various factors existing at the time of offering of the Offered Debt
Securities, including the subsidiaries' funding requirements and the
availability of other funds. Pending such use, the proceeds may be temporarily
invested in short-term obligations.
The outstanding principal amount of the Debt Securities will be eligible for
inclusion as secondary (Tier 2) capital of U. S. Bancorp for purposes of
calculating its capital ratios. See "Description of Debt Securities--Certain
Amendments to the Indenture."
3
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the consolidated ratios of earnings to fixed
charges for U. S. Bancorp for the periods indicated.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------- -----------
1990 1991 1992 1993 1994 1994 1995
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges(1):
Excluding interest on deposits.... 1.88x 2.17x 2.62x 3.57x 2.16x 1.39x 2.74x
Including interest on deposits.... 1.26x 1.32x 1.47x 1.75x 1.41x 1.13x 1.62x
</TABLE>
- --------
(1) In March 1994, U. S. Bancorp's Board of Directors approved a major cost
reduction program. In connection therewith, a $100 million pre-tax
restructuring charge was recorded in the 1994 first quarter.
For purposes of computing the ratios, earnings represent income before income
taxes, accounting changes and fixed charges, less capitalized interest. Fixed
charges represent interest, whether expensed or capitalized, including interest
on deposits where indicated, imputed interest on capital leases and
approximately one-third of all other rent expense (such amount approximating
the interest component of such expense), but excluding interest income on
federal funds sold, which approximates interest expense related to federal
funds purchased transactions having a purpose other than to fund operations.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture dated as of May 15,
1992, as amended by a First Supplemental Indenture dated as of March 15, 1993
(the "Indenture"), between U. S. Bancorp and Bankers Trust Company, as Trustee
(the "Trustee"). See "Certain Amendments to the Indenture." A copy of the
Indenture is filed as an exhibit to the Registration Statement of which this
Prospectus is a part. The following summaries of certain provisions of the
Indenture do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, all of the provisions of the Indenture,
including the definition therein of certain terms. Wherever particular sections
or defined terms of the Indenture are referred to, it is intended that such
sections or defined terms shall be incorporated herein by reference. The
following sets forth certain general terms and provisions of the Debt
Securities. Further terms of each series of the Offered Debt Securities will be
set forth in the Prospectus Supplement relating thereto.
Because U. S. Bancorp is a holding company, its rights and the rights of its
creditors, including the Holders of the Debt Securities, to participate in the
assets of any subsidiary upon the latter's liquidation or reorganization will
be subject to the prior claims of the subsidiary's creditors (including
depositors in the case of bank subsidiaries) except to the extent that U. S.
Bancorp may itself be a creditor with recognized claims against the subsidiary.
GENERAL
The Indenture does not limit the aggregate principal amount of subordinated
indebtedness which may be issued thereunder and provides that such indebtedness
may be issued from time to time in series. The Debt Securities will be
unsecured subordinated obligations of U. S. Bancorp. The Indenture does not
limit U. S. Bancorp's ability to incur other indebtedness or contain provisions
that would require U. S. Bancorp to repurchase or redeem or otherwise modify
the terms of the Debt Securities upon a change in control or other event
involving U. S. Bancorp that may adversely affect the credit quality of U. S.
Bancorp.
The Prospectus Supplement will describe the following terms of the Offered
Debt Securities: (1) the title of the Offered Debt Securities; (2) any limit on
the aggregate principal amount of the Offered Debt Securities; (3) the date or
dates on which the Offered Debt Securities will mature; (4) the rate or rates
per annum at which the Offered Debt Securities will bear interest, if any, or
the manner in which such rates are determined and the date from which such
interest, if any, will accrue; (5) the dates on which such interest, if any, on
the Offered Debt Securities will be payable and the Regular Record Dates for
such Interest Payment Dates;
4
<PAGE>
(6) the currency or currency unit, if other than U.S. dollars, of payment of
principal of, and premium and interest, if any, on, the Offered Debt
Securities; (7) if the Offered Debt Securities are to be issued in the form of
one or more global securities (a "Global Security"), the identity of the
depositary for such Global Security or Securities; (8) any mandatory or
optional sinking fund or analogous provisions; (9) any additions to, or
modifications or deletions of, any Events of Default, Defaults or covenants and
the remedies with respect thereto provided for with respect to the Offered Debt
Securities; and (10) any redemption terms or other specific terms.
Unless otherwise specified in the Prospectus Supplement, principal of, and
premium and interest, if any, on, the Offered Debt Securities will be payable
at the office or agency of U. S. Bancorp maintained for that purpose in the
Borough of Manhattan, the City of New York, and the Offered Debt Securities may
be surrendered for transfer or exchange at said office or agency; provided that
payment of interest, if any, may be made at the option of U. S. Bancorp by
check mailed to the address of the person entitled thereto as it appears in the
register for the Offered Debt Securities on the Regular Record Date for such
interest. The Corporate Trust Office of the Trustee in New York, New York will
initially be designated as such office or agency. (Sections 301, 307 and 1002).
Unless otherwise indicated in the Prospectus Supplement, the Debt Securities
will be issued only in fully registered form without coupons and, if
denominated in U.S. dollars, will be issued in denominations of $1,000 or any
integral multiple thereof. No service charge will be made for any transfer or
exchange of the Debt Securities, but U. S. Bancorp may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. U. S. Bancorp shall not be required (i) to issue, register the
transfer of or exchange any Debt Securities of any series during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of Debt Securities of that series selected for redemption
and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Debt Security so selected for
redemption in whole or in part, except the unredeemed portion of Debt
Securities being redeemed in part. (Section 305).
All moneys paid by U. S. Bancorp to the Trustee or any Paying Agent for the
payment of principal of and premium and interest on any Debt Security which
remain unclaimed for two years after such principal, premium or interest shall
have become due and payable may be repaid to U. S. Bancorp and thereafter the
Holder of such Debt Security shall look only to U. S. Bancorp for payment
thereof. (Section 1003).
If any Debt Securities are payable in a currency or currency unit other than
U.S. dollars, the special federal income tax considerations applicable to such
Debt Securities will be described in the Prospectus Supplement relating
thereto.
The Debt Securities may be issued as Original Issue Discount Securities
(bearing no interest or bearing interest at a rate which at the time of issue
is below market rates) to be sold at a substantial discount below their stated
principal amount. If any Debt Securities are issued as Original Issue Discount
Securities, the special federal income tax and other considerations applicable
to such Debt Securities will be described in the Prospectus Supplement relating
thereto.
GLOBAL SECURITIES
The Offered Debt Securities may be issued in whole or in part in the form of
one or more Global Securities that will be deposited with, or on behalf of, a
depositary (the "Depository") identified in the Prospectus Supplement relating
to such Offered Debt Securities. Unless and until it is exchangeable in whole
or in part for Offered Debt Securities in definitive form, a Global Security
may not be transferred except as a whole by the Depository for such Global
Security to a nominee of such Depository or by a nominee of such Depository to
such Depository or another nominee of such Depository or by such Depository or
any such nominee to a successor of such Depository or a nominee of such
successor. (Sections 303 and 305).
The specific terms of the depositary arrangement, if any, with respect to a
series of Offered Debt Securities will be described in the Prospectus
Supplement relating to such series. U. S. Bancorp anticipates that the
following provisions will apply to all depositary arrangements.
5
<PAGE>
Ownership of beneficial interests in a Global Security will be limited to
persons that have accounts with the Depository for such Global Security or its
nominee ("Participants") or persons that may hold interests through
Participants. Such accounts shall be designated by the underwriters or agents
with respect to the Offered Debt Securities underwritten or solicited by them.
U. S. Bancorp will obtain confirmation from the Depository that upon the
issuance of a Global Security, the Depository for such Global Security will
credit, on its book-entry registration and transfer system, the Participants'
accounts with the respective principal amounts of the Offered Debt Securities
represented by such Global Security. Ownership of beneficial interests in such
Global Security will be shown on, and the transfer of such ownership interests
will be effected only through, records maintained by the Depository (with
respect to interests of Participants) and on the records of Participants (with
respect to interests of persons held through Participants). The laws of some
jurisdictions may require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to own, transfer or pledge beneficial interests in a Global
Security.
So long as the Depository for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depository or such nominee, as
the case may be, will be considered the sole owner or Holder of the Offered
Debt Securities represented by such Global Security for all purposes under the
Indenture. Except as provided below, owners of beneficial interests in a Global
Security will not be entitled to have the Offered Debt Securities represented
by such Global Security registered in their names, will not receive or be
entitled to receive physical delivery of the Offered Debt Securities in
definitive form and will not be considered the owners or Holders thereof under
the Indenture. Accordingly, each person owning a beneficial interest in such a
Global Security must rely on the procedures of the Depository and, if such
person is not a Participant, on the procedures of the Participant through which
such person owns its interest, to exercise any rights of a Holder under the
Indenture. U. S. Bancorp understands that under existing industry practices, in
the event that U. S. Bancorp requests any action of Holders or that an owner of
a beneficial interest in such a Global Security desires to give or take any
action which a Holder is entitled to give or take under the Indenture, the
Depository would authorize the Participants holding the relevant beneficial
interests to give or take such action, and such Participants would authorize
beneficial owners owning through such Participants to give or take such action
or would otherwise act upon the instructions of beneficial owners owning
through them.
Payment of principal of, and premium and interest, if any, on, Offered Debt
Securities registered in the name of a Depository or its nominee will be made
to the Depository or its nominee, as the case may be, as the registered owner
of the Global Security representing such Offered Debt Securities. None of U. S.
Bancorp, the Trustee, any Paying Agent or any other agent of U. S. Bancorp or
the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Security for such Offered Debt Securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
U. S. Bancorp will obtain confirmation from the Depository that upon receipt
of any payment of principal of, or premium or interest on, a Global Security,
the Depository will immediately credit Participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of such Global Security as shown on the records of the Depository.
Payments by Participants to owners of beneficial interests in such Global
Security held through such Participants will be the responsibility of such
Participants, as is now the case with securities held for the accounts of
customers registered in "street name."
If the Depository for any Offered Debt Securities represented by a Global
Security notifies U. S. Bancorp that it is unwilling or unable to continue as
Depository or ceases to be a clearing agency registered under the Act and a
successor Depository is not appointed by U. S. Bancorp within 90 days after
receiving such notice or becoming aware that the Depository is no longer so
registered, U. S. Bancorp will issue such Offered Debt Securities in definitive
form upon registration of transfer of, or in exchange for, such Global
Security. In addition, U. S. Bancorp may at any time and in its sole discretion
determine not to have the Offered Debt Securities represented by one or more
Global Securities and, in such event, will issue Offered Debt Securities in
definitive form in exchange for all of the Global Securities representing such
Offered Debt Securities. (Section 305).
6
<PAGE>
CERTAIN AMENDMENTS TO THE INDENTURE
U. S. Bancorp, as a bank holding company, is subject to regulations relating
to minimum amounts and types of capital. Under certain of such regulations,
subordinated debt securities meeting certain specified conditions are eligible
to be included in capital as defined in those regulations. The Board of
Governors of the Federal Reserve System has issued an interpretation, effective
September 4, 1992, with respect to the circumstances under which subordinated
debt issued by bank holding companies will be eligible for inclusion as capital
for regulatory capital purposes (the "Interpretation"). The Interpretation
provides that subordinated debt securities issued after September 4, 1992, will
be included in capital for purposes of calculating a bank holding company's
capital ratios, if, among other things, (i) the payment of the principal amount
of such debt securities can be accelerated only upon the occurrence of certain
events involving the bankruptcy of the issuer, (ii) such debt securities are
not subject to certain covenants, including covenants limiting the sale of a
major subsidiary, and (iii) such debt securities are subordinate to all
obligations for borrowed and purchased money, obligations arising from off-
balance sheet activities (including guarantees), and obligations associated
with derivative products.
The First Supplemental Indenture dated as of March 15, 1993 (the "First
Supplemental Indenture"), between U. S. Bancorp and the Trustee amended the
original terms of the Indenture to comply with the Interpretation and the Debt
Securities will be subject to such amendment. The description of the Indenture
contained herein gives effect to such amendment. As amended, the Indenture no
longer contains covenants prohibiting U. S. Bancorp from disposing of voting
stock of its subsidiaries, including the stock of any of its banking
subsidiaries. Subordinated debt securities of U. S. Bancorp issued under the
Indenture prior to the date of the First Supplemental Indenture will continue
to be governed by the original terms of the Indenture.
SUBORDINATION
The Debt Securities are expressly subordinated in right of payment, to the
extent set forth in the Indenture, to all Senior Indebtedness as defined below.
(Section 1301). If U. S. Bancorp shall default in the payment of any principal
of, premium, if any, or interest, if any, on any Senior Indebtedness when the
same becomes due and payable, whether at maturity or at a date fixed for
prepayment or by declaration of acceleration or otherwise, or if any event of
default with respect to Senior Indebtedness shall have occurred and be
continuing, or would occur as a result of any payment in respect of the Debt
Securities, then, upon written notice to U. S. Bancorp of such default or event
of default, unless and until such default or event of default shall have been
cured or waived or shall have ceased to exist, no direct or indirect payment
(in cash, property, securities, by set-off, or otherwise) shall be made or
agreed to be made for principal of or premium or interest on the Debt
Securities, or in respect of any redemption, retirement, purchase, or other
acquisition of any of the Debt Securities. (Section 1301). "Senior
Indebtedness" of U. S. Bancorp means the principal of (and premium, if any) and
unpaid interest on (i) all indebtedness of U. S. Bancorp for money borrowed
(including any deferred obligation for the payment of the purchase price of
property or assets and obligations arising from guarantees by U. S. Bancorp of
the indebtedness of others), (ii) obligations of, or any such obligation
guaranteed by, U. S. Bancorp as lessee under leases required to be capitalized
on the balance sheet of the lessee under generally accepted accounting
principles and leases of property or assets made as part of any sale and
leaseback transaction to which U. S. Bancorp is a party, (iii) obligations of
U. S. Bancorp under letters of credit, and (iv) any indebtedness of U. S.
Bancorp under or other obligations of U. S. Bancorp to make payment pursuant to
the terms of commodity contracts, interest rate and currency swap agreements,
cap, floor and collar agreements, currency spot and forward contracts, and
other similar agreements or arrangements, whether now outstanding or
subsequently created, assumed or incurred, and any deferrals, renewals, or
extensions of any such Senior Indebtedness, other than (x) any obligation as to
which, in the instrument creating or evidencing the same or pursuant to which
the same is outstanding, it is provided that such obligation is not to be
senior in right of payment to the Debt Securities, (y) U. S. Bancorp's 8 1/8%
Subordinated Notes due 2002 and its 7% Subordinated Notes due 2003 and (z) the
Debt Securities. (Section 101).
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The definition of senior indebtedness with respect to subordinated
indebtedness of U. S. Bancorp issued under the Indenture prior to March 15,
1993 (see "Certain Amendments to the Indenture" herein), includes only
indebtedness of U. S. Bancorp for money borrowed, other than obligations
ranking on a parity with or junior to such subordinated indebtedness. Thus,
"Senior Indebtedness" as defined in the First Supplemental Indenture
encompasses a broader range of instruments and obligations than senior
indebtedness as defined with respect to such previously issued subordinated
indebtedness. As a result of this difference, the holders of Offered Debt
Securities could be subordinated to greater amounts of senior indebtedness of
U. S. Bancorp than holders of such previously issued subordinated indebtedness
of U. S. Bancorp and, under the circumstances described in the following
paragraph, holders of Offered Debt Securities may receive less, ratably, than
holders of such previously issued subordinated indebtedness of U. S. Bancorp.
The Indenture does not limit the amount of additional Senior Indebtedness or
other indebtedness which U. S. Bancorp may incur.
In the event of any insolvency, bankruptcy, receivership, conservatorship,
reorganization, readjustment of debt, marshaling of assets and liabilities, or
similar proceedings relating to, or any liquidation, dissolution, or winding-up
of, U. S. Bancorp as a whole, whether voluntary or involuntary, all obligations
of U. S. Bancorp to holders of Senior Indebtedness shall be entitled to be paid
in full before any payment shall be made on account of the principal of or
premium or interest on the Debt Securities. In the event of any such
proceeding, if any payment by or distribution of assets of U. S. Bancorp of any
kind or character, whether in cash, property, or securities (other than (i)
securities of U. S. Bancorp or any other corporation provided for by a plan of
reorganization or readjustment, the payment of which is subordinate, at least
to the extent provided in the subordination provisions with respect to the Debt
Securities, to the payment of all Senior Indebtedness at the time outstanding
and to any securities issued in respect thereof under any such plan of
reorganization or readjustment or (ii) any cash, property, or securities
distributed pursuant to an order or decree of a court of competent jurisdiction
in a reorganization proceeding giving effect to the subordination of the Debt
Securities), including any such payment or distribution which may be payable or
deliverable by reason of the payment of any other indebtedness of U. S. Bancorp
being subordinated to the payment of the Debt Securities, shall be received by
the Trustee or the Holders of the Debt Securities before all Senior
Indebtedness is paid in full, such payment or distribution shall be held (in
trust if received by the Holders of the Debt Securities) for the benefit of and
shall be paid over to the holders of such Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued, ratably, for application to the payment of
all Senior Indebtedness remaining unpaid until all such Senior Indebtedness
shall have been paid in full, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness. (Section 1301). By
reason of such subordination, in the event of bankruptcy or insolvency, whether
before or after maturity, holders of Senior Indebtedness may receive more,
ratably, and Holders of the Debt Securities having a claim pursuant to the Debt
Securities may receive less, ratably, than other creditors of U. S. Bancorp,
including creditors who hold subordinated indebtedness issued under the
Indenture prior to March 15, 1993.
In addition, in the event of the insolvency, bankruptcy, receivership,
conservatorship or reorganization of U. S. Bancorp, the claims of the Holders
of the Debt Securities would be subject as to enforcement to the broad equity
power of a federal bankruptcy court, and to the determination by that court of
the nature of the rights of the Holders.
EVENTS OF DEFAULT AND LIMITED RIGHTS OF ACCELERATION
An Event of Default under the Indenture with respect to Debt Securities of
any series means (a) certain events in bankruptcy, insolvency or reorganization
of U. S. Bancorp and (b) any other Event of Default provided with respect to
the Debt Securities of that series. (Section 501). An Event of Default with
respect to the Debt Securities of a particular series would not necessarily
constitute an Event of Default with respect to the Debt Securities of any other
series.
If an Event of Default with respect to the Debt Securities of any series at
the time Outstanding occurs and is continuing, either the Trustee or the
Holders of at least 25% in aggregate principal amount of the
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<PAGE>
Outstanding Debt Securities of that series may declare the principal amount
(or, if the Debt Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Debt Securities of that series to be due and
payable immediately. The foregoing provision would be subject as to enforcement
to the broad equity powers of a federal bankruptcy court and to the
determination by that court of the nature of the rights of the Holders of the
Debt Securities. At any time after a declaration of acceleration with respect
to Debt Securities of any series has been made, but before a judgment or decree
based on acceleration has been obtained, the Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of that series may, under
certain circumstances, rescind and annul such acceleration. (Section 502).
The Indenture does not provide for any right of acceleration of the payment
of the principal of a series of Debt Securities upon a default in the payment
of principal, premium, if any, or interest or a default in the performance of
any covenant or agreement in the Debt Securities of that series or in the
Indenture. If a default in the payment of principal, premium, if any, or
interest or in the performance of any covenant or agreement in the Debt
Securities of any series or in the Indenture occurs, the Trustee may, subject
to certain limitations and conditions, seek to enforce payment of such
principal, premium, if any, or interest on the Debt Securities of that series,
or the performance of such covenant or agreement. (Section 503).
The Indenture provides that, subject to the duty of the Trustee during the
continuance of an Event of Default to act with the required standard of care,
the Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request or direction of any of the Holders, unless
such Holders shall have offered to the Trustee reasonable indemnity. (Section
601). Subject to such provisions for the indemnification of the Trustee, the
Holders of a majority in aggregate principal amount of the Outstanding Debt
Securities of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Debt Securities of that series. (Section 512). The right of a Holder of any
Debt Security to institute a proceeding with respect to the Indenture is
subject to certain conditions precedent, but each Holder has an absolute right
to receive payment of principal, premium and interest, if any, when due and to
institute suit for the enforcement of any such payment. (Sections 507 and 508).
U. S. Bancorp is required to furnish to the Trustee annually a statement as
to the performance by U. S. Bancorp of certain of its obligations under the
Indenture and as to any default in such performance. (Section 1006). The
Trustee may withhold notice to Holders of any default (except in payment of
principal, premium, or interest, if any) if it in good faith determines that it
is in the interests of the Holders to do so.
MODIFICATIONS AND WAIVER
Modifications and amendments of the Indenture may be made by U. S. Bancorp
and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of each series affected by
such modification or amendment; provided, however, that no such modification or
amendment may, without the consent of the Holder of each Outstanding Debt
Security affected thereby, (a) change the stated maturity date of the principal
of, or any premium or installment of interest, if any, on any Debt Security,
(b) reduce the principal amount of, or premium or interest, if any, on, any
Debt Security, (c) reduce the amount of principal of an Original Issue Discount
Security payable upon acceleration of the maturity thereof, (d) change the
place or currency of payment of principal of, or premium or interest, if any,
on, any Debt Security, (e) impair the right to institute suit for the
enforcement of any such payment on or with respect to any Debt Security, (f)
modify the subordination provisions in the Indenture in a manner adverse to the
Holders, or (g) reduce the percentage in principal amount of Outstanding Debt
Securities of any series, the consent of whose Holders is required for
modification or amendment of the Indenture or for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults. (Section
902).
The Holders of a majority in aggregate principal amount of the Outstanding
Debt Securities of each series may, on behalf of all Holders of Debt Securities
of that series, waive, insofar as that series is concerned,
9
<PAGE>
compliance by U. S. Bancorp with certain restrictive provisions of the
Indenture. (Section 1008). The Holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of each series may, on behalf of all
Holders of Debt Securities of that series, waive any past default under the
Indenture with respect to Debt Securities of that series, except a default in
the payment of principal, or of premium or interest, if any, or in respect of a
provision which under the Indenture cannot be modified or amended without the
consent of the Holder of each Outstanding Debt Security of that series.
(Section 513).
The Indenture provides that in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given any
request, demand, authorization, direction, notice, consent or waiver thereunder
the principal amount of an Original Issue Discount Security that shall be
deemed to be Outstanding shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon acceleration
of the Maturity thereof. (Section 101).
CONSOLIDATION, MERGER AND SALE OF ASSETS
U. S. Bancorp, without the consent of the Holders of any of the Outstanding
Debt Securities under the Indenture, may consolidate with or merge into, or
transfer its assets substantially as an entirety to, any corporation organized
under the laws of any domestic jurisdiction, provided that (i) the successor
corporation assumes U. S. Bancorp's obligations on the Debt Securities and
under the Indenture, (ii) after giving effect to the transaction no Default,
and no event which, after notice or lapse of time, would become a Default,
shall have occurred and be continuing, and (iii) certain other conditions are
met. (Section 801).
GOVERNING LAW
The Indenture and the Debt Securities will be governed by and construed in
accordance with the laws of the State of Oregon.
INFORMATION CONCERNING THE TRUSTEE
U. S. Bancorp and its subsidiaries maintain deposit accounts and conduct
other banking transactions with the Trustee in the ordinary course of business.
The Trustee serves as issuing and paying agent for Bank Notes issued by U. S.
Bank of Oregon and U. S. Bank of Washington.
PLAN OF DISTRIBUTION
U. S. Bancorp may sell Debt Securities to one or more underwriters for public
offering and sale by them or may sell Debt Securities to investors through
agents, including its banking affiliates. Any such underwriter or agent
involved in the offer and sale of the Offered Debt Securities will be named in
the Prospectus Supplement.
Underwriters may offer and sell the Offered Debt Securities at a fixed price
or prices, which may be changed, or from time to time at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. In connection with the sale of the Offered Debt
Securities, underwriters may be deemed to have received compensation from U. S.
Bancorp in the form of underwriting discounts or commissions and may also
receive commissions from purchasers of the Offered Debt Securities for whom
they may act as agent. Underwriters may sell the Offered Debt Securities to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agent. If so indicated in the
Prospectus Supplement, U. S. Bancorp also may offer and sell the Offered Debt
Securities in exchange for one or more outstanding issues of its, U. S. Bank of
Oregon's or U. S. Bank of Washington's debt securities.
Any underwriting compensation paid by U. S. Bancorp to underwriters or agents
in connection with the offering of the Offered Debt Securities, and any
discounts, concessions or commissions allowed by
10
<PAGE>
underwriters to participating dealers, will be set forth in the Prospectus
Supplement. Underwriters, dealers and agents participating in the distribution
of the Offered Debt Securities may be deemed to be underwriters, and any
discounts and commissions received by them and any profit realized by them on
resale of the Offered Debt Securities may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933. Underwriters,
dealers and agents may be entitled, under agreements entered into with U. S.
Bancorp, to indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act of 1933.
If so indicated in the Prospectus Supplement, U. S. Bancorp will authorize
dealers acting as U. S. Bancorp's agents to solicit offers by certain
institutions to purchase the Offered Debt Securities from U. S. Bancorp at the
public offering price set forth in the Prospectus Supplement pursuant to
delayed delivery contracts ("Contracts") providing for payment and delivery on
the date or dates stated in the Prospectus Supplement. Each Contract will be
for an amount not less than, and the aggregate principal amount of the Offered
Debt Securities sold pursuant to Contracts shall be not less nor more than, the
respective amounts stated in the Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions, but will in all cases be
subject to the approval of U. S. Bancorp. Contracts will not be subject to any
conditions except (i) the purchase by an institution of the Offered Debt
Securities covered by its Contracts shall not at the time of delivery be
prohibited under the laws of any jurisdiction in the United States to which
such institution is subject, and (ii) if the Offered Debt Securities are being
sold to underwriters, U. S. Bancorp shall have sold to such underwriters the
total principal amount of the Offered Debt Securities less the principal amount
thereof covered by Contracts.
All Offered Debt Securities will be a new issue of securities with no
established trading market. Any underwriters to whom Offered Debt Securities
are sold by U. S. Bancorp for public offering and sale may make a market in
such Offered Debt Securities. Such underwriters will not be obligated to do so,
however, and no assurance can be given as to the liquidity of the trading
market for any Debt Securities. Also, any market maker may discontinue making a
market in Debt Securities at any time without notice, which may have an adverse
effect on the liquidity and market price of the Debt Securities.
Certain of the underwriters and their associates may be customers of, engage
in transactions with and perform services for U. S. Bancorp or its subsidiaries
in the ordinary course of business.
VALIDITY OF OFFERED DEBT SECURITIES
The validity of the Offered Debt Securities will be passed upon for U. S.
Bancorp by Miller, Nash, Wiener, Hager & Carlsen, Portland, Oregon, and for any
underwriters or agents by counsel named in the Prospectus Supplement. Clifford
N. Carlsen, Jr., a partner in Miller, Nash, Wiener, Hager & Carlsen, is
Secretary of U. S. Bancorp and U. S. Bank of Oregon.
EXPERTS
The financial statements incorporated in this Prospectus by reference from
U. S. Bancorp's annual report on Form 10-K for the year ended December 31, 1994,
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in auditing and accounting.
11
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFOR-
MATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS SUPPLE-
MENT OR THE BASIC PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRE-
SENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY U. S. BANCORP
OR ANY UNDERWRITERS. THIS PROSPECTUS SUPPLEMENT AND THE BASIC PROSPECTUS DO
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR THE BASIC PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF U. S. BANCORP SINCE SUCH DATE.
------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Recent Developments........................................................ S-2
Use of Proceeds............................................................ S-2
Selected Financial Data.................................................... S-3
Capitalization............................................................. S-5
Description of Notes....................................................... S-6
Underwriting............................................................... S-7
Notice to Canadian Residents............................................... S-8
Validity of Notes.......................................................... S-9
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
U. S. Bancorp.............................................................. 2
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 4
Description of Debt Securities............................................. 4
Plan of Distribution....................................................... 10
Validity of Offered Debt Securities........................................ 11
Experts.................................................................... 11
</TABLE>
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[LOGO OF U.S. BANCORP]
$300,000,000
6 3/4% Subordinated Notes
due October 15, 2005
PROSPECTUS SUPPLEMENT
CS First Boston
Chase Securities, Inc.
Citicorp Securities, Inc.
Goldman, Sachs & Co.
UBS Securities Inc.
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