<PAGE>
PROSPECTUS
Filed Pursuant to Rule 424(b)(3)
Registration No. 33-86472
[LOGO OF U.S. BANCORP APPEARS HERE]
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
------------------
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of U. S.
Bancorp provides holders of U. S. Bancorp's common stock, $5 par value
("Common Stock"), with a convenient and economical method of purchasing
additional shares of Common Stock.
Participants in the Plan may elect:
Full Dividend Reinvestment. Have dividends on all shares held of record
automatically reinvested. Optional cash payments to purchase additional
shares are also permitted (see below).
Partial Dividend Reinvestment. Have dividends on only a portion of shares
held of record reinvested and continue to receive cash dividends on the
other shares. Optional cash payments to purchase additional shares are also
permitted (see below).
Optional Cash Payments Only. Make optional cash payments of at least $25
per payment but not more than $75,000 per calendar year for investment in
Common Stock. Full or partial reinvestment of dividends on shares held of
record is not required in order to make optional cash payments under the
Plan.
Cash dividends on all shares held in a participant's account under the Plan
will be automatically reinvested in Common Stock regardless of the election
made with respect to shares held of record by the participant.
(Continued on Next Page)
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------
THE DATE OF THIS PROSPECTUS IS NOVEMBER 1, 1995.
<PAGE>
(Continued from Previous Page)
The shares of Common Stock purchased under the Plan with reinvested
dividends and optional cash payments will, at the election of U. S. Bancorp,
be newly issued shares, outstanding shares purchased by the Plan's
administrator, or any combination thereof. If newly issued shares are
purchased from U. S. Bancorp, the purchase price per share (the "Purchase
Price") will be the Market Price (as defined in Question 12 herein) of the
Common Stock on the investment date. If U. S. Bancorp elects not to sell newly
issued shares to the Plan with respect to a given investment date, the Plan's
administrator will purchase outstanding shares of Common Stock in market or
negotiated transactions, and the Purchase Price to participants will be the
weighted average price per share (including brokerage commissions) paid to
obtain such shares.
Beginning January 1, 1996, the following additional features will become
available under the Plan:
Safekeeping Feature. Participants may deposit for safekeeping
certificates for shares of Common Stock to be held for their account under
the Plan.
Automatic Monthly Deductions Feature. Participants may make optional cash
payments of at least $25 per payment but not more than $75,000 per calendar
year by means of monthly automatic deductions from a predesignated account
with a United States financial institution.
Sale Feature. Participants may request the Plan's administrator to sell
any number of shares held in their Plan accounts.
Please see Question 9 herein for an explanation of the service charges,
brokerage commissions, and other costs which may be incurred by participants
in connection with various transactions under the Plan. The terms and
conditions governing the Plan are described in this Prospectus, which should
be read carefully and retained for future reference.
2
<PAGE>
AVAILABLE INFORMATION
U. S. Bancorp is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Act") and in accordance therewith files reports and
other information with the Securities and Exchange Commission ("SEC").
Reports, proxy statements and other information filed by U. S. Bancorp can be
inspected and copied at the public reference facilities maintained by the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549; Seven World Trade Center,
New York, New York 10048; and 500 West Madison Street, Chicago, Illinois
60661. Copies of such material can be obtained from the Public Reference
Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
U. S. Bancorp will provide without charge a copy of any and all of the
information incorporated by reference herein (not including exhibits to such
information unless such exhibits are specifically incorporated by reference
into the information that this Prospectus incorporates) to each shareholder to
whom a copy of this Prospectus is delivered, upon written or oral request of
any such shareholder. 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. Its principal
executive offices are located at 111 S.W. Fifth Avenue, Portland, Oregon
97204, and its telephone number is (503) 275-6111. The telephone number for
inquiries regarding the Plan is (800) 446-2617.
DESCRIPTION OF THE PLAN
The following, in question and answer form, is a statement of the provisions
of the Plan. Those holders of U. S. Bancorp's Common Stock who do not
participate in the Plan will receive cash dividends, as declared, by check as
usual.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of Common Stock with a simple
and convenient way to invest cash dividends and optional cash payments in
shares of Common Stock. First Chicago Trust Company of New York is
administrator of the Plan and acts as Agent for participants (the "Agent" or
"First Chicago").
3
<PAGE>
ADVANTAGES
2. What are the advantages of the Plan?
As a participant in the Plan you may:
(a) have cash dividends on all or a portion of the shares of Common Stock
registered in your name automatically reinvested at a price equal to the
Purchase Price (see Question 12) and, within certain limits, purchase
additional shares of Common Stock at such price with optional cash payments
(see Questions 14 and 15). There is no service charge for reinvestment of
your dividend. See Question 9 for a description of the fees payable in
connection with optional cash payments;
(b) obtain full investment use of funds, as the Plan provides for
fractions of shares, as well as whole shares, to be credited to a
participant's account;
(c) avoid cumbersome safekeeping requirements and record keeping costs
for shares credited to your account under the Plan through the free
custodial service and reporting provisions of the Plan. You may take
additional advantage of this service by having Common Stock certificates
registered in your name deposited with the Agent for credit as shares held
under the Plan, free of charge;
(d) elect automatic monthly deductions (see Question 17) to make optional
cash payments (see Questions 14 and 15) from a predesignated account with a
United States financial institution (see Question 9 for applicable service
charges);
(e) request a transfer at any time of all or a portion of your shares
held in the Plan to a Plan account for another person (see Questions 22-
24); and
(f) request the Agent to sell any number of the shares held in your Plan
account (see Questions 26-28; costs of sale are discussed in Question 27).
ADMINISTRATION
3. Who administers the Plan for participants?
First Chicago, as Plan administrator, administers the Plan for participants,
keeps records, sends statements of account to participants and performs other
duties relating to the Plan.
First Chicago will retain for safekeeping the shares held for your account
under the Plan until it receives a written request from you for the withdrawal
or sale of all or part of your shares (see Questions 25-28) or until you
terminate your participation in the Plan (see Questions 29 and 30). Shares of
Common Stock held under the Plan will be registered in the name of First
Chicago (or the name of its nominee), as Agent for you and the other
participants in the Plan, and credited to the accounts of the respective
participants.
4
<PAGE>
PARTICIPATION
4. Who is eligible to participate?
All holders of record of Common Stock are eligible to participate in the
Plan except as provided below. Owners of Common Stock whose shares are
registered in the name of a broker or nominee (or otherwise registered in
names other than their own) must become shareholders of record by having all
or some of their shares transferred into their own names to be eligible to
participate in the Plan. Alternatively, any such beneficial owner may
indirectly participate by arranging to have the record owner of the shares
participate in the Plan on behalf of such beneficial owner. Also, a
shareholder of record will not be eligible to participate in the Plan if he or
she resides in a jurisdiction in which the offer or sale of Common Stock under
the Plan would be unlawful in the absence of registration under the securities
laws of such jurisdiction and such registration has not been undertaken or
completed. U. S. Bancorp reserves the right at any time to suspend or
terminate the participation of any shareholder in the Plan.
5. How does an eligible shareholder participate?
An eligible shareholder may join the Plan by properly completing and signing
an Enrollment Card and returning it to First Chicago Trust Company of New York
in the envelope provided or to P.O. Box 2598, Jersey City, New Jersey 07303-
2598.
Additional forms may be obtained at any time by written request to First
Chicago at the above address or by calling First Chicago toll-free at (800)
446-2617.
6. When may an eligible shareholder join the Plan?
An eligible shareholder may join the Plan at any time. If an Enrollment Card
specifying reinvestment of dividends is received by First Chicago on or before
the record date established for the next cash dividend, reinvestment will
begin with the dividend. If the Enrollment Card is received after the record
date established for the next cash dividend, reinvestment of dividends will
not begin until the dividend payment date following the next record date. If
an Enrollment Card specifying optional cash payments is received by First
Chicago, investment of any payments will be made as described in Questions 14
and 15.
5
<PAGE>
Dividend payment dates for the Common Stock and the related record dates are
typically as follows:
<TABLE>
<CAPTION>
APPROXIMATE
DIVIDEND
APPROXIMATE PAYMENT
RECORD DATE DATE
----------- -----------
<S> <C>
March 9 April 1
June 9 July 1
September 9 October 1
December 9 January 2
</TABLE>
For example, a cash dividend payable April 1 will be reinvested if a
completed Enrollment Card is received by First Chicago on or before March 9.
If the Enrollment Card is received after March 9, but on or before June 9, the
first dividend reinvested will be the dividend payable July 1.
7. What does the Enrollment Card provide?
The Enrollment Card provides for the purchase of Common Stock through the
following investment options:
(a) Full Dividend Reinvestment. Reinvest all cash dividends on all shares
then or subsequently registered in the participant's name. The participant
may also make optional cash payments for the purchase of additional shares
in accordance with the Plan.
(b) Partial Dividend Reinvestment. Reinvest the cash dividends on a
specified number of the shares then registered in the participant's name
(or if a lesser number are registered in the participant's name in the
future, the cash dividends on the lesser number). The participant may also
make optional cash payments for the purchase of additional shares in
accordance with the Plan.
(c) Optional Cash Payments Only. The participant may make optional cash
payments for the purchase of additional shares in accordance with the Plan,
without reinvesting dividends on any of the shares registered in the
participant's name.
Under any of the investment options, cash dividends on all shares held in a
participant's account under the Plan will be reinvested in accordance with the
Plan.
8. How may a participant change options under the Plan?
As a participant, you may change your investment option at any time by
completing and signing a new Enrollment Card and returning it to First Chicago
Trust Company of New York
6
<PAGE>
in the envelope provided or to P.O. Box 2598, Jersey City, New Jersey 07303-
2598. An Enrollment Card and postage-paid envelope may be obtained at any time
by contacting First Chicago at the above address or by telephone toll-free at
(800) 446-2617. Any change relating to the reinvestment of dividends must be
received by First Chicago no later than the record date for a dividend in
order to effect the change for that dividend.
COSTS
9. Are there any costs to participants in connection with purchases or sales
under the Plan?
There are no service charges for the reinvestment of your dividends or for
holding shares for your account under the Plan. For optional cash payments,
there is a service fee of 5% of the invested amount up to a maximum of $3 per
investment. Also, if you elect automatic monthly deductions from your bank
account, you will be charged a $1 transaction fee per month. With respect to
both dividend reinvestments and optional cash payments, if outstanding shares
are purchased by the Agent in market transactions, the purchase price will
include the related brokerage commissions. For sales of shares, participants
will pay a service fee of $10 plus the related brokerage commissions and any
other costs of sale.
PURCHASES
10. What is the source of shares of U. S. Bancorp Common Stock purchased under
the Plan?
Shares will be, at U. S. Bancorp's discretion, either newly issued shares or
outstanding shares purchased by the Agent, or any combination thereof.
Purchases of outstanding shares by the Agent in market or negotiated
transactions will usually begin on the Investment Date (as defined in Question
11) and will be completed no later than 30 days from such date except where
completion at a later date is required or advisable under applicable law. The
Agent has full discretion as to all matters relating to such purchases,
including the number of shares, if any, to be purchased on any day or at any
time of day, the price paid for such shares, the markets on which shares are
purchased (including any securities exchange, in the over-the-counter market
or in negotiated transactions), and the persons, including brokers or dealers,
from or through whom such purchases are made. The Agent may grant a broker
discretion as to any or all of the matters described above. Neither U. S.
Bancorp nor any participant shall have any authority or power to direct the
time or price at which shares may be purchased, or the selection of the
brokers or dealers through or from whom purchases are to be made.
11. When will shares be purchased under the Plan?
Purchases of Common Stock with reinvested dividends will be made as of the
dividend payment date each quarter. Purchases of Common Stock with optional
cash payments will be
7
<PAGE>
made as of the dividend payment date for months during which a cash dividend
is paid and as of the first day of the month or, if such date is not a
business day, as of the first business day thereafter for months in which a
cash dividend is not paid. Participants will become owners of shares purchased
under the Plan as of the date of purchase (the "Investment Date").
12. What is the Purchase Price of shares purchased under the Plan?
For purchases of newly issued shares from U. S. Bancorp, the price at which
shares of Common Stock will be purchased (the "Purchase Price") whether with
reinvested dividends or with optional cash payments, will be equal to the
Market Price (as defined below) of the Common Stock on the Investment Date.
"Market Price" on any date shall be the average of the daily high and low
sales prices for the Common Stock on the National Association of Securities
Dealers Automated Quotation (Nasdaq) System as reported in The Wall Street
Journal (subject to verification) for the period of three trading days ending
on such date (or the period of three trading days immediately preceding such
date if such sales prices are not available for such date because the date is
not a trading day or otherwise). If there is no reported trading in the shares
for any trading day in the three-day period, the Market Price will be
determined by U. S. Bancorp on the basis of such market quotations as it shall
deem appropriate.
The Purchase Price of outstanding shares purchased by the Agent will be the
weighted average price per share (including any brokerage commissions) paid to
obtain them.
13. How many shares of Common Stock will be purchased for participants?
The number of shares to be purchased depends on the amount of cash dividends
or optional cash payments to be invested and the Purchase Price. A
participant's account will be credited with the number of shares, including
fractions computed to three decimal places, equal to the total amount to be
invested divided by the Purchase Price per share.
14. How are optional cash payments made?
If you elect to have your dividends reinvested in whole or in part, you may
also make optional cash payments as described below. If you elect to make only
optional cash payments (and not reinvest dividends on your Common Stock), cash
dividends on Common Stock registered in your name will be paid to you in the
usual manner and any optional cash payments received from you will be applied
to the purchase of additional shares of Common Stock for your account under
the Plan.
Optional cash payments may be submitted at any time and, if received before
a scheduled Investment Date (see Question 11), will be invested in Common
Stock on that Investment
8
<PAGE>
Date. Optional cash payments received on or after a given Investment Date will
be held until the next following Investment Date, at which time they will be
invested in accordance with the Plan. INTEREST WILL NOT BE PAID ON OPTIONAL
CASH PAYMENTS PRIOR TO INVESTMENT.
You may make an initial optional cash payment when enrolling in the Plan by
enclosing a check or money order (in United States dollars), made payable to
First Chicago--U. S. Bancorp, with the Enrollment Card. Thereafter, optional
cash payments may be made through the use of a cash payment form which is
attached to each statement received from First Chicago or by automatic
deductions on a monthly basis from your financial institution account (see
Question 17). The form and check should be mailed to First Chicago Trust
Company of New York, Dividend Reinvestment Plans, P.O. Box 13531, Newark, New
Jersey 07188-0001. Post-dated checks or third-party checks will be returned.
The same amount of money need not be sent each calendar month and no payment
need be made in any given calendar month.
15. What are the limitations on the amount of optional cash payments?
Any optional cash payments you wish to make must be at least $25 per payment
and may not total more than $75,000 per calendar year. Optional cash payments
received in an amount less than $25 or in excess of $75,000 per calendar year
will be returned to you. Only checks or money orders should be remitted.
16. Will optional cash payments be returned upon request?
Optional cash payments received by First Chicago will be returned to you
upon written request received by First Chicago at least two business days
prior to the Investment Date following their receipt. However, no refund of a
check or money order will be made until the funds have been actually received
by the Agent.
AUTOMATIC MONTHLY DEDUCTIONS
17. What is the Automatic Monthly Deductions feature of the Plan and how does
it work?
Participants may make optional cash payments of not less than $25 per
payment nor more than a total of $75,000 during a calendar year by means of a
monthly automatic funds transfer ("Automatic Monthly Deductions") from a
predesignated account with a United States financial institution. Participants
will be charged a $1 transaction fee for each automatic deduction. This amount
will be deducted from the investing amount.
To initiate Automatic Monthly Deductions, a person must already be a
participant with a Plan Account and must complete and sign an Automatic
Monthly Deductions Form with a
9
<PAGE>
voided blank check for the account from which funds are to be drawn. Automatic
Monthly Deductions Forms may be obtained from the Agent. Forms will be
processed and will become effective as promptly as practicable following
receipt.
Once Automatic Monthly Deductions is initiated, funds will be drawn from the
participant's designated financial institution account on the third business
day preceding the Investment Date of each month, and will be invested in
Common Stock as of that Investment Date.
Participants may change the amount of their Automatic Monthly Deductions by
completing and submitting to the Agent a new Automatic Monthly Deductions
Form. To be effective with respect to a particular Investment Date, however,
the new Automatic Monthly Deductions Form must be received by the Agent at
least six business days preceding that Investment Date. Otherwise, the change
will be effective the following month. Participants may terminate their
Automatic Monthly Deductions by notifying the Agent in writing.
REPORTS TO PARTICIPANTS
18. What reports will be sent to participants in the Plan?
As soon as practicable after each purchase of additional shares, a statement
of account will be mailed to you. These statements are a record of the cost of
purchase of shares under the Plan and should be retained for income tax
purposes. In addition, you will be sent revised Prospectuses for the Plan and
copies of U. S. Bancorp's annual reports to shareholders, proxy statements,
and dividend income information for tax reporting purposes.
DIVIDENDS
19. Will participants be credited with dividends on shares held in their
accounts under the Plan?
Yes. As the record holder for the shares held in participants' accounts
under the Plan, First Chicago will receive dividends for all Plan shares held
on the dividend record date, will credit such dividends to participants'
accounts on the basis of whole and fractional shares held in the accounts, and
will automatically reinvest such dividends in additional shares of Common
Stock.
CERTIFICATES FOR SHARES
20. Will certificates be issued for shares purchased under the Plan?
10
<PAGE>
U. S. Bancorp will not issue to you certificates for shares of Common Stock
purchased under the Plan except upon your written request (see Question 25) or
upon termination of your account (see Question 29). Your shares will be held
in the name of First Chicago or its nominee. The number of shares purchased
for your account under the Plan will be shown on your statement of account.
This feature protects against loss, theft or destruction of stock
certificates.
SAFEKEEPING
21. May certificates held by participants be deposited in the Plan?
At the time of enrollment in the Plan, or at any later time, participants
may use the Plan's share safekeeping service to deposit any Common Stock
certificates in their possession with the Agent. Shares deposited will be
transferred into the name of the Agent or its nominee and credited to the
participant's account under the Plan. Thereafter, such shares will be treated
in the same manner as shares purchased through the Plan. If a certificate
issuance is later requested, new, differently numbered certificates will be
issued.
By using the Plan's share safekeeping service, participants no longer bear
the risk associated with loss, theft or destruction of stock certificates.
There is no charge for this custodial service. Also, because shares deposited
with the Agent are treated in the same manner as shares purchased through the
Plan, they may be transferred or sold through the Plan in a convenient and
efficient manner.
Participants who wish to deposit their Common Stock certificates with the
Agent must mail their request and their certificates to the Agent. The
certificates should not be endorsed. To insure against loss resulting from
mailing certificates, the Agent will provide mail insurance free of charge. To
be eligible for certificate mailing insurance, an individual investor must
observe the following guidelines. Certificates must be mailed in brown, pre-
addressed return envelopes supplied by the Agent. Certificates mailed to the
Agent will be insured for up to $25,000 current market value provided they are
mailed first class. Individual investors must notify the Agent of any claim
within thirty (30) calendar days of the date the certificates were mailed. To
submit a claim, an individual investor must be a participant in the Plan or
current holder of record of shares of Common Stock. In the latter case, the
claimant must enroll in the Plan at the time the insurance claim is processed.
The maximum insurance protection provided is $25,000 and coverage is available
only when the certificate(s) are sent to the Agent in accordance with the
guidelines described above.
Insurance covers the replacement of shares of Common Stock, but in no way
protects against any loss resulting from fluctuations in the value of such
shares from the time the individual mails the certificates until such time as
replacement can be effected.
11
<PAGE>
If a participant does not use the brown pre-addressed envelope provided by
the Agent, certificates mailed should be insured for possible mail loss for 2%
of the market value (minimum of $20.00); this represents the participant's
replacement cost.
TRANSFERRING SHARES
22. May a participant assign or transfer to another person all or a part of
his or her shares held under the Plan?
Yes. If a participant wishes to change the ownership of all or part of his
or her shares held under the Plan through gift, private sale or otherwise, the
participant may effect the transfer by mailing a properly completed and
executed Gift/Transfer Form to the Agent. Transfers of less than all of a
participant's shares must be made in whole share amounts. No fraction of a
share may be transferred. Requests for transfer are subject to the same
requirements as for the transfer of Common Stock certificates, including the
requirement of a Medallion Signature Guarantee. A Medallion Signature
Guarantee is a signature guaranteed by an institution such as a commercial
bank, trust company, securities broker/dealer, credit union, or a savings
institution participating in a Medallion Program approved by the Securities
Transfer Association, Inc. No other form of signature verification will be
accepted. Gift/Transfer Forms are available upon request from the Agent. The
transferor will be responsible for the payment of any applicable stock
transfer tax.
23. If Plan shares are transferred to another person, will U. S. Bancorp issue
a stock certificate to the transferee?
No. Unless you follow the procedures for withdrawal (see Question 25),
shares transferred will continue to be held by the Agent under the Plan. A
Plan account will be opened in the name of the transferee, if he or she is not
already a participant, and the transferee will automatically be enrolled in
the Plan. All dividends on shares transferred to the transferee's Plan account
will be reinvested under the terms of the Plan.
24. How will a transferee be advised of his or her ownership?
The transferee will receive a statement showing the number of shares
transferred to and held in his or her Plan account. At the transferor's
request a gift certificate evidencing the transfer will be sent to the
transferee.
WITHDRAWALS
25. How may a participant withdraw shares purchased under the Plan?
Certificates for any number of whole shares credited to your account under
the Plan will be issued to you upon your written request to First Chicago
specifying the number of whole
12
<PAGE>
shares to be withdrawn. Certificates for fractions of shares will not be
issued. If you are reinvesting cash dividends with respect to all shares
registered in your name, cash dividends with respect to shares withdrawn from
your account will continue to be reinvested. Dividends on any whole or
fractional shares remaining in your account will also continue to be
reinvested.
Your account under the Plan will be maintained in the name in which your
certificates were registered at the time you entered the Plan. Therefore,
certificates for whole shares will be similarly registered when issued at your
request. Should you want your shares registered and issued in a different name
or to change the name in which your account is maintained, you must so
indicate in a written request and comply with any applicable transfer
requirements (see Question 22). If you wish to pledge shares credited to your
Plan account, you must first withdraw such shares from the account.
SALES
26. Can shares in your Plan account be sold?
Yes. A participant may request the Agent to sell any number of shares held
in his or her Plan account by notifying the Agent in writing or by calling
(800) 446-2617. The sale will be made as soon as possible after receipt of the
request at the then prevailing market price for shares of Common Stock. A
request to sell all shares, whole and fractional, will be considered a
termination of participation in the Plan (see Questions 29-32).
Directors and executive officers of U. S. Bancorp and certain directors or
executive officers of its subsidiaries will not be permitted to sell shares
through the Plan and must withdraw their shares from their Plan accounts in
order to make a sale (see Question 25).
27. What does it cost to have the Agent sell shares?
If the Agent sells shares at a participant's request, the selling
participant will be charged a service fee of $10, the related brokerage
commissions and any other costs of sale. The participant will receive from the
Agent a check for the net cash proceeds of the sale after the service fee,
commissions and any other costs of sale are deducted.
28. Is there any advantage to a participant in selling shares through the
Plan, rather than withdrawing shares and making an individual sale in the
open market?
There may be an advantage in having the Agent sell shares for a participant,
since share sale requests may be combined with any other such requests made at
the same time. In that event, the brokerage commissions for all such
transactions will be prorated over all shares sold, and may result in lower
selling costs per share to the selling participants.
13
<PAGE>
SELLING PARTICIPANTS SHOULD BE AWARE THAT THE COMMON STOCK MARKET PRICE MAY
FALL DURING THE PERIOD BETWEEN FORWARDING A REQUEST FOR SALE, ITS RECEIPT BY
THE AGENT, AND THE ULTIMATE SALE. THIS RISK SHOULD BE EVALUATED BY THE
PARTICIPANT AND IS A RISK TO BE BORNE SOLELY BY THE PARTICIPANT.
TERMINATION
29. How is participation in the Plan terminated?
In order to terminate your participation in the Plan, you must send a
written request to First Chicago and request either that the Agent issue to
you certificates for the whole shares credited to your Plan account and send
you a check for any fractional share or that the Agent sell all the shares
held for your account in the Plan (see Questions 26-28) or a combination of
issuance and sale. Payment for any fractional share will be determined by the
proceeds from shares of Common Stock sold for such purpose, less a pro-rated
portion of related brokerage commissions, any service fee and any applicable
stock transfer tax.
30. When may participation in the Plan be terminated?
You may request termination of your participation in the Plan at any time.
If the request for termination is received by First Chicago prior to the next
dividend record date, the amount of the dividend which otherwise would have
been reinvested on the dividend payment date will be paid to you in cash.
If the request to terminate your account is received on or after a dividend
record date, First Chicago may either pay the dividend in cash or reinvest it
in shares on behalf of the terminating participant. If the dividend is
reinvested, First Chicago may sell the shares purchased and remit the proceeds
to the participant, less any service fee, any brokerage commission and any
other costs of sale.
Any uninvested optional cash payment which you sent to First Chicago prior
to the notice of termination will be returned to you provided the request to
terminate is received at least two business days prior to the next Investment
Date.
31. When may a shareholder rejoin the Plan?
Generally, an eligible shareholder may rejoin the Plan at any time. However,
U. S. Bancorp reserves the right to refuse to enroll any shareholder in the
Plan.
14
<PAGE>
32. What happens if all shares of Common Stock held of record by the
participant are transferred or sold?
If you dispose of all your shares of Common Stock held of record, First
Chicago will continue to reinvest the dividends on the whole and fractional
shares held in your account under the Plan.
FEDERAL INCOME TAX MATTERS
33. What are the principal federal income tax consequences of participation in
the Plan?
Dividend income and basis. A shareholder participating in the Plan will be
treated for federal income tax purposes as having received, on the dividend
payment date, a taxable dividend equal to the fair market value (as defined
below) on that date of newly-issued shares acquired with reinvested dividends,
the amount of which will be equal to the cash dividends reinvested. With
respect to outstanding shares purchased by the Agent with reinvested
dividends, the shareholder will be treated as having received a taxable
dividend in the amount of the cash dividends reinvested.
The tax basis per share, for shares acquired through either dividend
reinvestment or optional cash payment, will be equal to the fair market value
of the shares on the Investment Date. For purposes of determining the amount
of dividend income and tax basis, U. S. Bancorp intends to report the fair
market value of the shares as the Purchase Price as determined under the Plan
(see Question 12). Information forms (Forms 1099-DIV) will be mailed to
participants following the end of each calendar year and will set forth the
taxable dividends reportable for federal income tax purposes.
Holding period. The holding period for shares acquired under the Plan will
begin the day after the applicable Investment Date.
Withholding. In the case of shareholders subject to backup withholding under
the federal income tax laws, the amount of the dividend reinvested will be
reduced by the amount of tax to be withheld.
Additional information. A participant will not realize any taxable income
when he or she receives certificates for whole shares previously credited to
his or her account under the Plan, either upon withdrawal of the shares from
such account or upon termination of participation in the Plan. However, a
participant who sells shares held in his or her account, including a sale of a
fractional share, upon termination of participation in the Plan, will realize
gain or loss measured by the difference between the amount of the cash
received and the tax basis of the shares sold. Such gain or loss generally
will be capital in character if such shares are a capital asset in the hands
of the participant.
15
<PAGE>
For further information as to tax consequences of participation in the Plan,
participants should consult with their own tax advisers.
34. How are income tax withholding provisions applied to foreign participants?
In the case of foreign holders of Common Stock whose cash dividends are
subject to United States income tax withholding, the amount of the tax to be
withheld will be deducted from the amount of the dividends, and the remaining
amount of the dividends will be reinvested.
OTHER INFORMATION
35. If U. S. Bancorp has a Common Stock rights offering, how will the rights
on the Plan shares be handled?
Participation in any rights offering will be based upon both the shares of
Common Stock held of record by a participant and the whole shares credited to
the participant's account. Rights certificates will not be issued for
fractional shares.
36. What happens if U. S. Bancorp issues a dividend payable in Common Stock or
declares a stock split?
Any stock dividend or shares resulting from stock splits distributed by U.
S. Bancorp with respect to shares of Common Stock, both whole and fractional,
credited to a participant's account under the Plan will be added to the
participant's account.
37. How will your Plan shares be voted at a meeting of shareholders?
You will receive one proxy card covering both the whole shares credited to
your account under the Plan and any shares which you hold of record. If the
proxy card is properly signed and returned prior to the meeting, the persons
named as proxies will vote the shares as specified by you or, if no choice is
specified, the shares will be voted in accordance with the recommendations of
U. S. Bancorp's management. If the proxy card is not returned or if it is
returned unsigned, the shares will not be voted by the named proxies.
38. What are the responsibilities of First Chicago under the Plan?
Neither U. S. Bancorp nor First Chicago in administering the Plan will be
liable for any act done in good faith or for any good faith omission to act
including, without limitation, any claim of liability arising out of failure
to terminate a participant's account upon such participant's death or with
respect to the prices at which shares of Common Stock are
16
<PAGE>
purchased or sold for the participant's account, the times when such purchases
or sales are made or any fluctuations in the market value of the Common Stock.
The participant should recognize that neither U. S. Bancorp nor First
Chicago can provide any assurance of a profit or protection against loss on
any shares purchased or sold under the Plan.
39. May the Plan be changed, suspended or discontinued?
U. S. Bancorp reserves the right to amend, suspend or terminate the Plan at
any time, including the period between a dividend record date and the related
dividend payment date. Notice of any such amendment, suspension or termination
will be sent to all participants. If any such suspension continues for more
than 30 days, First Chicago will return any optional cash payments which have
not been applied to the purchase of Common Stock.
40. How is the Plan to be interpreted?
Any questions of interpretation arising under the Plan will be determined by
U. S. Bancorp and any such determination shall be conclusive.
41. Where should telephone inquiries and correspondence regarding the Plan be
directed?
The toll-free telephone number of First Chicago for inquiries regarding the
Plan is (800) 446-2617. All correspondence concerning the Plan should be
directed as follows:
Checks for Optional Cash Payments
---------------------------------
First Chicago Trust Company of New York
Dividend Reinvestment Plans--U. S. Bancorp
P.O. Box 13531
Newark, New Jersey 07188-0001
Terminations and Other Correspondence
-------------------------------------
First Chicago Trust Company of New York
Dividend Reinvestment Plans--U. S. Bancorp
P.O. Box 2598
Jersey City, New Jersey 07303-2598
It is suggested that this Prospectus be retained for future reference.
17
<PAGE>
USE OF PROCEEDS
To the extent that newly issued shares are purchased directly from U. S.
Bancorp, the net proceeds will be used by U. S. Bancorp for general corporate
purposes, including investments in, or extensions of credit to, U. S.
Bancorp's existing and future subsidiaries. U. S. Bancorp is unable to
estimate the aggregate amount of proceeds from the issuance of such shares.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC are incorporated herein by
reference:
(a) U. S. Bancorp's annual report on Form 10-K for the year ended
December 31, 1994.
(b) U. S. Bancorp's quarterly reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995.
(c) U. S. Bancorp's report on Form 8-K dated August 30, 1995.
(d) The description of Common Stock set forth in Exhibit 28 to U. S.
Bancorp's quarterly report on Form 10-Q for the quarter ended June 30,
1992.
All documents filed by U. S. Bancorp pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, subsequent to the date of
this Prospectus and prior to the termination of the offering pursuant to the
Plan, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
U. S. Bancorp's articles of incorporation provide that U. S. Bancorp shall
indemnify each of its directors and officers to the fullest extent permissible
under the Oregon Business Corporation Act against all expense, liability and
loss incurred as a result of the fact that such person is or was a director or
officer of U. S. Bancorp, or is or was serving at the request of U. S. Bancorp
as a director, officer, employee, partner, trustee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise. In addition, U. S. Bancorp has entered into an indemnification
agreement with each of its directors pursuant to which it has agreed to
indemnify each director against any liability to pay a judgment, settlement,
penalty, fine or reasonable expenses (including attorney fees) incurred in
18
<PAGE>
connection with any action, suit or proceeding arising out of such director's
service as described above.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling U. S.
Bancorp pursuant to the foregoing provisions, U. S. Bancorp has been informed
that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforceable.
U. S. Bancorp maintains directors' and officers' liability insurance under
which U. S. Bancorp's directors and officers are insured against loss (as
defined) as a result of claims brought against them based upon their wrongful
acts in such capacities.
19
<PAGE>
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH
THE OFFER CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
AND REPRESENTATIONS MUST NOT BE RELIED UPON. THIS PROSPECTUS DOES NOT CONSTI-
TUTE AN OFFER OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH
IT RELATES OR AN OFFER TO ANY PERSON IN ANY STATE IN WHICH SUCH OFFER MAY NOT
LAWFULLY BE MADE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF U. S. BANCORP SINCE THE DATE HEREOF.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 3
U. S. Bancorp.............................................................. 3
Description of the Plan.................................................... 3
Purpose................................................................... 3
Advantages................................................................ 4
Administration............................................................ 4
Participation............................................................. 5
Costs..................................................................... 7
Purchases................................................................. 7
Automatic Monthly Deductions.............................................. 9
Reports to Participants................................................... 10
Dividends................................................................. 10
Certificates for Shares................................................... 10
Safekeeping............................................................... 11
Transferring Shares....................................................... 12
Withdrawals............................................................... 12
Sales..................................................................... 13
Termination............................................................... 14
Federal Income Tax Matters................................................ 15
Other Information......................................................... 16
Use of Proceeds............................................................ 18
Incorporation of Certain Documents by Reference............................ 18
Indemnification for Securities Act Liabilities............................. 18
</TABLE>
================================================================================
[LOGO OF U.S. BANCORP APPEARS HERE]
----------
PROSPECTUS
----------
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
================================================================================
