UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
U.S. Bancorp
(Name of Issuer)
Common Stock, Par Value $5.00 Per Share
(Title of Class of Securities)
911596104
(CUSIP Number)
Dwight V. Board
Secretary -- West One Bancorp
101 South Capitol Boulevard
Post Office Box 8247
Boise, Idaho 83733
(208) 383-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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: [ X ]. (A fee is not required only if the report-
ing person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five per-
cent or less of such class.)
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of Sec-
tion 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.
The total number of shares reported herein is 19,542,378
shares, which constitutes approximately 19.9% of the total
number of shares outstanding. Unless otherwise indicated, all
ownership percentages set forth herein assume that at May 1,
1995, there were 98,202,805 shares outstanding.
(Continued on following pages)
Page 1 of 18 Pages<PAGE>
CUSIP No. 911596104
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
West One Bancorp
IRS Employer Identification No. 82-0362647
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
Not Applicable
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC, BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
Not applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Idaho
NUMBER OF
SHARES 7. SOLE VOTING POWER
BENEFICIALLY 19,542,378(1)
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 0
PERSON
WITH 9. SOLE DISPOSITIVE POWER
19,542,378(1)
10. SHARED DISPOSITVE POWER
0
_____________________
* The Reporting Person disclaims beneficial ownership of
these shares pursuant to Rule 13d-4 under the Securities
Exchange Act of 1934, as amended. See Item 5 of this
Schedule 13D.
Page 2 of 18 Pages<PAGE>
CUSIP No. 911596104
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
19,542,3781
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%**
14. TYPE OF REPORTING PERSON
CO, BK
_____________________
** Adjusted to reflect the issuance by U.S. Bancorp of
19,542,378 shares as described herein.
Page 3 of 18 Pages<PAGE>
Item 1. Security and Issuer.
This Schedule 13D relates to the $5.00 par value common
stock ("U.S. Bancorp Common Stock") of U.S. Bancorp. The pri-
ncipal executive offices of U.S. Bancorp, a corporation or-
ganized and existing under the laws of the State of Oregon and
registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended (the "BHC Act"), are located at
111 Southwest Fifth Avenue, Portland, Oregon 97204.
Item 2. Identity and Background.
This Schedule 13D is filed by West One Bancorp, a corpo-
ration organized and existing under the laws of the State of
Idaho and registered as a bank holding company under the BHC
Act ("West One"). West One 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 Idaho, Washington, Oregon and
Utah. West One's principal offices are located at 101 South
Capitol Boulevard, Post Office Box 8247, Boise, Idaho 83733.
Other than executive officers and directors, there are no
persons or corporations controlling or ultimately in control of
West One.
During the last five years, to the best of West One's
knowledged, neither West One nor any of its executive officers
or directors has been convicted in a criminal proceeding (ex-
cluding 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 West One or
such person was or is subject to a judgment, decree, or final
order enjoining future violations of, or prohibiting or man-
dating 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.
Each executive officer and each director of West One is
citizen of the United States. The name, business address, and
present principal occupation of each executive officer and di-
rector is set forth in Exhibit A to this Schedule 13D and spe-
cifically incorporated herein by reference.
Item 3. Source and Amount Funds or Other Consideration.
Pursuant to a Stock Option Agreement, dated as of May 6,
1995, between West One and U.S. Bancorp (the "U.S. Bancorp Op-
tion Agreement"), U.S. Bancorp has granted West One an ir-
revocable option to purchase the shares of U.S. Bancorp Common
Stock covered by this Schedule 13D (the "U.S. Bancorp Option").
Specifically, the U.S. Bancorp Option grants West One the right
to purchase up to 19,542,378 Shares, subject to certain ad-
justments, of U.S. Bancorp common stock at a price, subject to
certain adjustments, of $28.00 per share. The U.S. Bancorp
option was granted by U.S. Bancorp as a condition of and in
consideration for West One's entering into the Agreement and
Page 4 of 18 Pages<PAGE>
Plan of Merger, dated May 5, 1995, between West One and U.S.
Bancorp (the "Merger Agreement").
The exercise of the U.S. Bancorp Option for the full num-
ber of shares currently covered thereby would require aggregate
funds of $546,824,684. It is anticipated that, should the U.S.
Bancorp Option become exercisable and should West One decide to
exercise the U.S. Bancorp Option, West One would obtain the
funds for purchase from working capital or by borrowing from
other banks whose identity is not yet known.
A copy of the U.S. Bancorp Option Agreement is included as
Exhibit 10.2 to West One's quarterly report on Form 10-Q for
the quarter ended March 31, 1995 (Commission File No. 0-9876)
(the "West One 1995 First Quarter 10-Q"), and is specifically
incorporated herein by reference.
Item 4. Purpose of Transaction.
One day prior to the execution of the U.S. Bancorp Option
Agreement, West One and U.S. Bancorp entered into the Merger
Agreement, pursuant to which West One would merger with and
into U.S. Bancorp (the "Merger"). Under the Merger Agreement,
each share of West One Common Stock, par value $1.00 per share
("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. West One Common Stock
will be eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended. A copy of the Merger Agreement is included as Exhibit
2 to the West One 1995 First Quarter 10-Q and specifically in-
corporated by reference herein.
At the same time that U.S. Bancorp granted West One the
U.S. Bancorp Option, West One, pursuant to a Stock Option Agr-
eement, dated May 6, 1995, a copy of which is included as Ex-
hibit 10.1 to the West One 1995 First Quarter 10-Q (the "West
One Option Agreement"), granted to U.S. Bancorp an option (the
"West One Option") 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 and the U.S. Bancorp Option (col-
lectively, the "Options") were granted by the respective par-
ties as a condition of and in consideration for the other par-
ty's entering into the Merger Agreement.
The Merger Agreement also generally provides that, prior
to the effective time of the Merger, U.S. Bancorp may not pay
dividends on U.S. Bancorp Common Stock except regular quarterly
dividends.
Consummation of the transactions contemplated by the Mer-
ger 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, the receipt of certain regulatory approvals, and the
Page 5 of 18 Pages<PAGE>
receipt of a favorable legal opinion with respect to the tax
consequences of the transactions contemplated by the Merger.
The Merger Agreement and the transactions contemplated by the
Merger will be submitted for approval at meetings of the stoc-
kholders of U.S. Bancorp and West One that are expected to take
place in the fall of 1995.
Except as set forth herein, West One does not have any
current plans or proposals that relate to or would result in:
A. The acquisition by any person of additional shares of
U.S. Bancorp Common Stock or the disposition of sha-
res of U.S. Bancorp Common Stock;
B. An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving U.S.
Bancorp or any of its Subsidiaries;
C. A sale or transfer of a material amount of assets of
U.S. Bancorp or any of its Subsidiaries;
D. Any change in the present Board of Directors or man-
agement of U.S. Bancorp, including any plans or pro-
posals to change the number or terms of directors or
to fill any existing vacancies on the board;
E. Any material change in the present capitalization or
dividend policy of U.S. Bancorp;
F. Any other material change in U.S. Bancorp's business
or corporate structure;
G. Any changes in U.S. Bancorp's Charter, bylaws or in-
struments corresponding thereto or other actions
which may impede the acquisition of control of U.S.
Bancorp by any person; or
H. Any action similar to any of those enumerated above.
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 Of-
ficer 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 will
succeed Mr. Cameron as chief executive officer of U. S. Ban-
corp. 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 Merger Agreement provides that, beginning at the
Effective Time, the board of directors of U. S. Bancorp will be
expanded from eight to twelve positions, with the four new po-
sitions filled by Daniel R. Nelson and three additional persons
selected by the West One board of directors.
Page 6 of 18 Pages<PAGE>
Item 5. Interest in Securities of Issuer.
Although the U.S. Bancorp Option does not allow West One
to purchase any shares of U.S. Bancorp Common Stock pursuant
thereto unless the specified conditions allowing exercise oc-
cur, assuming for purposes of this Item 5 that such conditions
occur and West One is entitled to purchase pursuant to the U.S.
Bancorp Option, West One would own 19,542,378 shares of U.S.
Bancorp Common Stock, or approximately 16.6% of the total sha-
res of U.S. Bancorp Common Stock outstanding as of May 1, 1995,
adjusted to reflect the issuance to West One of such 19,542,378
shares.
Under the U.S. Bancorp Option Agreement, West One cur-
rently does not have the right to acquire any shares of U.S.
Bancorp Common Stock unless specific events occur. Accord-
ingly, West One does not have sole or shared voting or dis-
positive power with respect to any shares of U.S. Bancorp Com-
mon Stock, and West One therefore disclaims beneficial owner-
ship of the U.S. Bancorp Common Stock subject to the U.S. Ban-
corp Option until the events allowing exercise occur. Assuming
for purposes of this Item 5, however, that events occur that
would enable West One to exercise the U.S. Bancorp Option, West
One would have the right to purchase up to 19,542,378 shares,
subject to adjustment as described above, of U.S. Bancorp Com-
mon Stock, as to which it would have sole voting power and sole
dispositive power, subject to U.S. Bancorp's right to repur-
chase such shares under the circumstances described under Item
6 of this Schedule 13D.
To the best of West One's knowledge, the following table
shows the number of the shares of U.S. Bancorp Common Stock
beneficially owned by any executive officer or director of West
One, the aggregate number of which constitutes less than 1% of
the U.S. Bancorp Common Stock outstanding. In each instance
reflected in the table, the named individual is deemed to have
shared voting and investment power over the listed shares.
Director or Executive Shares of U.S. Bancorp Common Stock
Officer Beneficially Owned
D. Michael Jones 1,908 shares
Terrance J. Dobson 2,911 shares
Aggregate Number: 4,819 shares
Except for the issuance of the U.S. Bancorp Option, no
transactions in U.S. Bancorp Common Stock were effected during
the past 60 days by West One or, to the best of West One's
knowledge, by any executive officer or director of West One
(other than regular divdend reinvestment purchases of U.S.
Bancorp Common Stock by Terrence J. Dobson pursuant to the U.S.
Bancorp dividend reinvestment plan). In addition, no other
person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the securities covered by this Schedule 13D.
Page 7 of 18 Pages<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relation-
ships With Respect to Securities of the Issuer.
Option Agreement
Set forth below is a description of selected provisions of
the U.S. Bancorp Option Agreement. Such description is quali-
fied in its entirety by reference to the copy of the U.S. Ban-
corp Option Agreement filed as Exhibit 10.2 to the West One
1995 First Quarter 10-Q and specifically incorporated by ref-
erence herein.
The U.S. Bancorp Option Agreement provides for the pur-
chase by West One of up to 19,542,378 shares, subject to cer-
tain adjustments, of U.S. Bancorp Common Stock (the "U.S. Ban-
corp Option Shares") at an exercise price, subject to certain
adjustments, of $28.00 per share, payable in cash. The U.S.
Bancorp Option Shares, if issued pursuant to the U.S. Bancorp
Option Agreement, would represent approximately 19.9% of the
U.S. Bancorp Common Stock issued and outstanding without giving
effect to the issuance of any shares pursuant to an exercise of
the U.S. Bancorp Option.
The number of shares of U.S. Bancorp Common Stock subject
to the U.S. Bancorp Option will be increased to the extent that
U.S. Bancorp issues additional shares of U.S. Bancorp Common
Stock (otherwise than pursuant to an exercise of the U.S. Ban-
corp Option) such that the number of U.S. Bancorp Option Shares
continues to equal 19.9% of the U.S. Bancorp Common Stock then
issued and outstanding, without giving effect to the issuance
of shares pursuant to an exercise of the U.S. Bancorp Option.
The price per share at which the U.S. Bancorp Option Shares may
be purchased pursuant to the U.S. Bancorp Option will be ad-
justed in the event of any change in, or distributions in re-
spect of, the U.S. Bancorp Common Stock by reason of stock
dividends, split-ups, mergers, recapitalizations, combinations,
subdivisions, conversions, exchanges of shares, distributions
on or in respect of the U.S. Bancorp Common Stock that would be
prohibited under the terms of the Merger Agreement, or the
like. The number of shares of U.S. Bancorp Common Stock sub-
ject to the U.S. Bancorp Option, and the applicable exercise
price per U.S. Bancorp Option Share, also will be appropriately
adjusted in the event of any stock dividend, split-up, merger,
recapitalization, combination, subdivision, conversion, ex-
change of shares, or similar event relating to U.S. Bancorp.
West One or any other holder or holders of the U.S. Ban-
corp Option (collectively, the "Holder") may exercise the U.S.
Bancorp Option, in whole or in part, subject to regulatory ap-
proval, at any time within 90 days (subject to extension as
provided in the U.S. Bancorp Option Agreement) after both an
"Initial Triggering Event" and a "Subsequent Triggering Event"
occur prior to termination of the U.S. Bancorp Option. The
term "Initial Triggering Event" is defined as the occurrence of
any of the following events:
1. U.S. Bancorp or any of its Subsidiaries (each an
"U.S. Bancorp Subsidiary"), without having received West
Page 8 of 18 Pages<PAGE>
One'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 this Agreement having the meaning assigned
thereto in Sections 3(a)(9) and 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and the
rules and regulations thereunder) other than West One or
any of its Subsidiaries (each a "West One Subsidiary") or
the Board of Directors of U.S. Bancorp shall have recom-
mended that the stockholders of U.S. Bancorp approve or
accept any such Acquisition Transaction. For purposes of
this Agreement, "Acquisition Transaction" shall mean (w) a
merger or consolidation, or any similar transaction, in-
volving U.S. Bancorp or any Significant Subsidiary (as
defined in Rule 1-02 of Regulation S-X promulgated by the
Securities and Exchange Commission (the "SEC")) of U.S.
Bancorp, (x) a purchase, lease, or other acquisition of
all or a substantial portion of the assets of U.S. Bancorp
or any Significant Subsidiary of U.S. Bancorp, (y) a pur-
chase 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
U.S. Bancorp or any Significant Subsidiary of U.S. Ban-
corp, or (z) any substantially similar transaction; pro-
vided, however, that in no event shall any (i) merger,
consolidation, or similar transaction involving U.S. Ban-
corp or any Significant Subsidiary in which the voting
securities of U.S. Bancorp outstanding immediately prior
thereto continue to represent (by either remaining out-
standing 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 secu-
rities of the U.S. Bancorp or the surviving entity out-
standing immediately after the consummation of such merg-
er, consolidation, or similar transaction, or (ii) any
merger, consolidation, purchase, or similar transaction
involving only the U.S. Bancorp and or more of its Sub-
sidiaries or involving only any two or more of such Sub-
sidiaries, be deemed to be an Acquisition Transaction,
provided any such transaction is not entered into in vio-
lation of the terms of the Merger Agreement;
2. U.S. Bancorp or any U.S. Bancorp Subsidiary,
without having received West One's prior written consent,
shall have authorized, recommended, proposed, or publicly
announced its intention to authorize, recommend, or pro-
pose, to engage in an Acquisition Transaction with any
person other than West One or a West One Subsidiary, or
the Board of Directors of U.S. Bancorp shall have publicly
withdrawn or modified, or publicly announced its interest
to withdraw or modify, in any manner adverse to West One,
its recommendation that the stockholders of U.S. Bancorp
approve the transactions contemplated by the Merger Agre-
ement;
3. Any person other than West One, any West One
Subsidiary, or any U.S. Bancorp Subsidiary acting in a
fiduciary capacity in the ordinary course of its business
Page 9 of 18 Pages<PAGE>
shall have acquired beneficial ownership or the right to
acquire beneficial ownership of 15 percent or more of the
outstanding shares of Common Stock (the term "beneficial
ownership" for purposes of this Option Agreement having
the meaning assigned thereto in Section 13(d) of the 1934
Act, and the rules and regulations thereunder);
4. Any person other than West One or any West One
Subsidiary shall have made a bona fide proposal to U.S.
Bancorp or its stockholders by public announcement or
written communication that is or becomes the subject of
public disclosure to engage in an Acquisition Transaction;
5. After an overture is made by a third party to
U.S. Bancorp or its stockholders to engage in an Acquisi-
tion Transaction, U.S. Bancorp shall have breached any
covenant or obligation contained in the Merger Agreement
and such breach (x) would entitle West One to terminate
the Merger Agreement and (y) shall not have been cured
prior to the Notice Date (as defined below); or
6. Any person other than West One or any West One
Subsidiary, other than in connection with a transaction to
which West One has given its prior written consent, shall
have filed an application or notice with the Federal Re-
serve 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 Common Stock, or (B) the oc-
currence of the Initial Triggering Event described in clause
(i) above, except that the percentage referred to in subclause
(z) thereof shall be 25 percent.
Within 90 days (subject to extension as provided in the
U.S. Bancorp Option Agreement) after a subsequent Triggering
Event prior to the termination of the U.S. Bancorp Option, West
One (on behalf of itself or any subsequent Holder) may demand
that the U.S. Bancorp Option and the related U.S. Bancorp Op-
tion Shares be registered under the Securities Act of 1933, as
amended (the "Securities Act"). Upon such demand, U.S. Bancorp
must affect such registration promptly subject to certain ex-
ceptions. West One is entitled to two such registrations.
The U.S. Bancorp option terminates (i) at the Effective
Time, (ii) upon termination of the Merger Agreement in accor-
dance with the terms thereof prior to the occurrence of an
Initial Triggering Event, or (iii) twelve months after termina-
tion of the Merger Agreement following the occurrence of an
initial Triggering Event (provided that if an Initial Trigger-
ing Event occurs after or continues beyond such termination,
the U.S. Bancorp option will terminate nine months from the
expiration of the last Initial Triggering Event to expire, but
in no event more than eighteen months after such termination).
Page 10 of 18 Pages<PAGE>
Within 90 days (subject to extension as provided in the
U.S. Bancorp Option Agreement) after a subsequent Triggering
Event and prior to termination of the U.S. Bancorp Option, sub-
ject to regulatory approval, U.S. Bancorp is required (i) at
the request of the Holder, to repurchase the U.S. Bancorp Op-
tion from the Holder at a price ("U.S. Bancorp Option Repur-
chase Price") equal to the amount by which (x) the "market/of-
fer price" (as hereinafter defined) exceeds (y) the then ap-
plicable U.S. Bancorp Option exercise price, multiplied by the
number of shares for which the U.S. Bancorp Option may than be
exercised; and (ii) at the request of the owner of U.S. Bancorp
Option Shares from time to time (the "Owner") to repurchase
such number of U.S. Bancorp Option Shares from the Owner as the
Owner designates at a price per share (the "U.S. Bancorp Option
Share Repurchase Price") equal to the "market/offer price." In
either case, the U.S. Bancorp Option Repurchase Price or U.S.
Bancorp Option Share Repurchase Price also would include West
One's reasonable out-of-pocket expenses incurred in connection
with the transactions contemplated by the Merger Agreement,
including legal, accounting, and investment banking fees ("Out-
of-Pocket Expenses"). "Market/offer price" means the highest
of (A) the price per share of U.S. Bancorp Common Stock at
which a tender offer or exchange offer therefor has been made,
(B) the price per share of U.S. Bancorp Common Stock to be paid
by any third party pursuant to an agreement with U.S. Bancorp
(C) the highest closing price for shares of U.S. Bancorp Common
Stock within the six-month period immediately preceding the
date the Holder gives notice of the required repurchase of the
U.S. Bancorp Option or the Owner gives notice of the required
repurchase of U.S. Bancorp Option Shares, as the case may be,
and (D) in the event of the sale of all or substantially all of
U.S. Bancorp's assets, the sum of the price paid in such sale
for such assets and the current market value of the remaining
assets of U.S. Bancorp divided by the number of shares of U.S.
Bancorp Common Stock then outstanding.
In the event that prior to termination of the U.S. Bancorp
Option, U.S. Bancorp enters into an agreement (i) to consoli-
date with or merge into any entity other than West One or one
of its subsidiaries and shall not be the continuing or surviv-
ing corporation of such consolidation or merger, (ii) to permit
any entity other than West One or one of its subsidiaries to
merge into U.S. Bancorp with U.S. Bancorp as the continuing or
surviving corporation, but in connection therewith the then
outstanding shares of U.S. Bancorp 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 U.S.
Bancorp Common Stock after such merger represent loss than 50%
of the outstanding shares and share equivalents of the merged
company, or (iii) to sell or transfer all or substantially all
of its assets to any entity other than West One or one of its
subsidiaries, then the U.S. Bancorp Option will be converted
into or exchanged for an option (a "Substitute Option") to
purchase shares of common stock of, at the Holder's option,
either the continuing or surviving corporation of a merger or a
consolidation, the transferee of all or substantially all of
U.S. Bancorp's assets, or the person controlling such continu-
ing or surviving corporation or transferee. The number of
Page 11 of 18 Pages<PAGE>
shares subject to the Substitute Option and the exercise price
per share will be determined in accordance with a formula in
the Option Agreement. To the extent possible, the Substitute
Option will contain other terms and conditions that are the
same as those in the U.S. Bancorp Option.
Subject to regulatory approval, the issuer of a Substitute
Option will be required to repurchase such option at the re-
quest 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 "Hig-
hest Closing Price" (as defined below) exceeds (B) the exercise
price of the Substitute Option, multiplied by the number of
shares at Substitute Common Stock for which the Substitute Op-
tion may be exercised, plus West One'S. Out-of-Pocket Ex-
penses. The repurchase price for Substitute Shares shall equal
the "Highest Closing Price" multiplied by the number of Sub-
stitute Shares to be repurchased, plus West One's Out-of-Pocket
Expenses. 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 Substi-
tute Option or the owner give notice of the required repurchase
of Substitute Shares, as the case may be.
Neither U.S. Bancorp nor West One may assign any of its
respective rights and obligations under the U.S. Bancorp Option
Agreement or the U.S. Bancorp Option to any other person with-
out the other party's written consent, except that if a Subse-
quent Triggering Event occurs prior to termination of the U.S.
Bancorp Option, within 30 days thereafter (subject to extension
as provided in the U.S. Bancorp Option Agreement), West One,
subject to the U.S. Bancorp Option Agreement, may assign in
whole or in part its rights and obligations thereunder. In
addition, until 30 days after the Federal Reserve Board ap-
proves an application by West One to acquire the U.S. Bancorp
Option Shares, West One may not assign its rights under the
U.S. Bancorp 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% of the voting
shares of U.S. Bancorp, (iii) an assignment to a single party
for the purpose of conducting a widely dispersed public dis-
tribution on West One'S behalf, or (iv) any other manner ap-
proved by the Federal Reserve Board.
Notwithstanding any other provision of the Option Agree-
ment, 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 U.S. Bancorp option
held by it will terminate immediately, and (ii) in the case of
an Owner or a related party thereof, the U.S. Bancorp Option
Shares held by it will be purchasable by U.S. Bancorp im-
mediately at the then applicable U.S. Bancorp option exercise
price.
Page 12 of 18 Pages<PAGE>
The rights and obligations of U.S. Bancorp and West One
under the U.S. Bancorp Option Agreement are subject to receipt
of any required regulatory approvals. Without the prior ap-
proval of the Federal Reserve Board, West One may not acquire
more than 5% of the outstanding U.S. Bancorp Common Stock.
West One intends to file an application for such approval as
soon as practicable.
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 2 to the West One 1995 First Quarter 10-Q and spe-
cifically incorporated by reference herein.
Consummation of the Merger is subject to various condi-
tions, including approval of U.S. Bancorp's and West One's
shareholders; obtaining regulatory approvals; the effectiveness
of a registration statement relating to and NASDAQ listing of
the shares of U.S. Bancorp's 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 re-
ceipt of legal opinions relating to the tax consequences of the
Merger; the receipt of a pooling letter; the representations
and warranties of each party must be true and accurate in all
material respects; and each party must have performed its ob-
ligations 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, U.S. Bancorp and West
One generally have agreed to operate their respective busi-
nesses and engage in transactions only in the ordinary course,
to preserve intact their respective business organization and
assets and to maintain their rights and franchises, and to take
no action that would adversely affect the ability of either to
obtain any necessary approvals of governmental authorities or
to perform their covenants under the Merger Agreement. How-
ever, U.S. Bancorp and West One also have agreed that prior to
the earlier of the effective time of the Merger 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 on, repurchase and redeem
or grant options on, capital stock (other than regular quar-
terly 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 prior written consent of U.S. Bancorp or as permitted in
the Merger Agreement, West One may not: (i) solicit or au-
thorize acquisition inquiries or proposals from any party; (ii)
incur indebtedness, other than in the ordinary course of busi-
ness; (iii) adjust, split, combine or reclassify its capital
stock; (iv) sell or encumber assets, other than in the ordinary
course of business; (v) make investments, other than in the
Page 13 of 18 Pages<PAGE>
ordinary course of business; (vi) enter into material con-
tracts, other than in the ordinary course; (vii) enter into
agreements and arrangements with employees; (viii) settle
claims other than in the ordinary course of business; (ix)
amend its articles of incorporation or bylaws; (x) restructure
its investment security portfolio. West One will continue to
be able to pay regular dividends and increase its regular
dividends in accordance with past practice.
U.S. Bancorp and West One each will pay all expenses in-
curred by it in connection with the transactions contemplated
by the Merger Agreement, except that each will pay one half of
the costs incurred on behalf of the Company and the costs of
printing the Registration Statement and Joint Proxy Statement
to be used by U.S. Bancorp and West One.
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 Direc-
tor of West One.
Exhibit B - Stock Option Agreement, dated May 6, 1995, be-
tween West One, as optionee, and U.S. Bancorp,
as grantor (incorporated by reference to Exhibit
10.2 to the West One 1995 First Quarter 10-Q).
Exhibit C - Agreement and Plan of Merger, dated May 5, 1995,
between West One and U.S. Bancorp (incorporated
by reference to Exhibit 2 to the West One 1995
First Quarter 10-Q).
Exhibit D - Stock Option Agreement, dated May 6, 1995, be-
tween U.S. Bancorp, as optionee, and West One,
as grantor (incorporated by reference to Exhibit
10.1 to the West One 1995 First Quarter 10-Q).
Page 14 of 18 Pages<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.
WEST ONE CORPORATION
By: /s/ Dwight V. Board
Name: Dwight V. Board
Title: Senior Vice President,
Secretary and
General Counsel
May 12, 1995
Page 15 of 18 Pages<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Description Page No.
A Name, Business Address, and
Present Principal Occupation
of Each Executive Officer and
Director of West One.
B Stock Option Agreement, dated
May 6, 1995, between West One,
as optionee, and U.S. Bancorp,
as grantor (incorporated by
reference to Exhibit 10.2 to
West One's quarterly report on
Form 10-Q for the quarter ended
March 31, 1995 (Commission File
No. 0-9876).
C Agreement and Plan of Merger,
dated May 5, 1995, between West
One and U.S. Bancorp (incorporated
by reference to Exhibit 2 to
West One's quarterly report on
Form 10-Q for the quarter ended
March 31, 1995 (Commission File
No. 0-9876).
D Stock Option Agreement, dated
May 6, 1995, between U.S. Bancorp,
as optionee, and West One,
as grantor (incorporated by
reference to Exhibit 10.1 to
West One's quarterly report
on Form 10-Q for the quarter
ended March 31, 1995 (Commission
File No. 0-9876).
Page 16 of 18 Pages
Exhibit A
NAME, PRESENT PRINCIPAL OCCUPATION, AND BUSINESS ADDRESS
OF THE EXECUTIVE OFFICERS AND DIRECTORS OF WEST ONE BANCORP
EXECUTIVE OFFICERS*
Daniel R. Nelson
Chairman and Chief Executive Officer
D. Michael Jones
President
Scott M. Hayes
Executive Vice President and
Chief Financial Officer
Terrance J. Dobson
Executive Vice President
Robert J. Lane
Executive Vice President
Jim A. Peterson
Senior Vice President, Controller
and Principal Accounting Officer
Dwight V. Board
Senior Vice President, Secretary
and General Counsel
*The Business Address for all Executive
Officers of West One Bancorp is:
West One Bancorp
P.O. Box 8247
101 S. Capitol Blvd.
Boise, Idaho 83733
BOARD OF DIRECTORS
Harry Bettis
Rancher
10775 Sucker Creek Road
Payette, Idaho 83661
Norma Cugini
Community Volunteer
611 Renton Avenue South
Renton, Washington 98055
William J. Deasy
Vice Chairman of the Board and
President and Chief Executive
Officer<PAGE>
T.L. James & Co., Inc.
P.O. Box 20115
New Orleans, Louisiana 70141-0115
John B. Fery
Chairman of the Board
F & E Corporation
P.O. Box 15407
Boise, Idaho 83715
345-7030
Stuart A. Hall
President and Chief Executive
Chief Executive Officer
Liberty Northwest
Lloyd Center Tower
825 N.E. Multnomah Street
Portland, OR 97232-2193
D. Michael Jones
see listing as executive officer above
Doug McCallum
Owner
Financial Resources Group
10800 N.E. Eighth, #512
Bellevue, Washington 98004
Warren E. McCain
Chairman of Executive Committee
and Director
Albertson's, Inc.
P.O. Box 20
Boise, Idaho 83726
Daniel "Dan" Nelson (Pat)
see listing as executive officer above
Allan T. Noble
President
Farm Development Corporation
575 W. Bannock
Boise, Idaho 83702
Philip B. Soulen
President
Soulen Livestock Company
Weiser, Idaho 83672
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