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Rule 424(b)(5)
File No. 33-43407
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 18, 1994
$15,000,000
U. S. BANCORP
MEDIUM-TERM NOTES, SERIES E
DUE AUGUST 3, 1998 6.25% ANNUAL INTEREST RATE
INTEREST PAYABLE EACH MAY 15 AND NOVEMBER 15 AND AT MATURITY
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The Medium-Term Notes, Series E (the "Notes") offered hereby may not be
redeemed prior to maturity. The Notes will be issued only in fully registered
form in denominations of $100,000 or in any greater amount that is an
integral multiple of $1,000. See "Description of Notes."
Notes will be issued in book-entry form and represented by a global Note
(a "Book-Entry Note") registered in the name of a nominee of The Depository
Trust Company, as depositary (the "Depositary"). Beneficial interests in
Book-Entry Notes will be shown on, and transfers thereof will be effected
only through, records maintained by the Depositary (with respect to
participants' interests) and its participants or persons that may hold
interests through participants (with respect to beneficial owners'
interests). Notes will not be issuable in certificated form except under
the limited circumstances described in the accompanying Prospectus
dated May 18, 1994 (the "Basic Prospectus"). See "Description of Notes
- -- Book-Entry System" herein and "Description of Debt Securities --
Global Securities" in the Basic Prospectus.
The Notes may be issued in an aggregate principal amount of up to
$500,000,000. As described under "Plan of Distribution of Notes," U. S.
Bancorp ("Bancorp") has reserved the right to sell additional Notes through
Goldman, Sachs & Co., Salomon Brothers Inc, Lehman Brothers, Lehman Brothers
Inc., Merrill Lynch & Co., and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "Agents"), or through one or more additional agents,
including its banking affiliates, or to other underwriters. Bancorp estimates
that its total expenses in connection with sale of the Notes, other than
underwriting discounts and commissions, will total approximately $450,000.
The Notes, when issued, will be unsecured obligations of Bancorp and
will rank equally and ratably with other unsecured and unsubordinated
indebtedness of Bancorp. The Trustee under the Indenture pursuant to which
the Notes are issued is The Chase Manhattan Bank, as successor to Chemical
Bank.
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 SUPPLEMENT, ANY PRICING SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Price to Underwriting Discounts Proceeds to
Public and Commissions(1) Bancorp(1)
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Per Note................. 100% .107% 99.893%
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Total................. $15,000,000 $16,050 $14,983,950
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(1) Bancorp has agreed to indemnify the Underwriter named below against
certain liabilities, including liabilities under the Securities Act of 1933.
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Under the terms and conditions contained in a Terms Agreement between
Bancorp and the Underwriter named below, Bancorp has agreed to sell and the
Underwriter has agreed to purchase $15,000,000 aggregate principal amount of
Notes. The Notes offered hereby are offered by the Underwriter subject to
prior sale, to withdrawal, cancellation or modification of the offer without
notice, to delivery to and acceptance by the Underwriter and to certain
further conditions. If any of the Notes offered hereby are purchased by the
Underwriter, all of them must be purchased. The Notes will not be listed on
any securities exchange, and there can be no assurance that there will be a
secondary market for the Notes. The Underwriter engages in transactions with
and performs financing services for Bancorp or its affiliates in the ordinary
course of business.
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LEHMAN BROTHERS
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The date of this Prospectus Supplement is August 1, 1996.
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IN CONNECTION WITH THE DISTRIBUTION OF THE NOTES, IF THE AGENTS PURCHASE
NOTES AS PRINCIPALS, THE AGENTS MAY OVER-ALLOT OR EFFECT TRANSACTIONS IN THE
NOTES WITH A VIEW TO STABILIZING OR MAINTAINING THE MARKET PRICE OF THE NOTES AT
LEVELS OTHER THAN THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED IN ANY OVER-THE-COUNTER MARKET OR OTHERWISE AND, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
SELECTED CONSOLIDATED FINANCIAL DATA
The following is qualified in its entirety by the detailed information and
financial statements available as described in the Basic Prospectus under
"Incorporation of Certain Documents by Reference."
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
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1995 1994 1993 1992(1) 1991
---------- ---------- ---------- ---------- ----------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Earnings Summary:
Interest income....................................................... $ 2,392.5 $ 2,074.4 $ 1,962.2 $ 1.944.7 $ 2,099.2
Interest expense...................................................... 993.1 738.7 698.1 825.2 1,118.4
Net interest income................................................... 1,399.4 1,335.7 1,264.1 1,119.5 980.8
Provision for credit losses........................................... 124.1 120.1 106.3 148.8 155.1
Noninterest revenues.................................................. 524.7 552.7 620.3 519.3 442.5
Merger and integration costs.......................................... 98.9 -- -- -- --
Restructuring charge.................................................. -- 100.0 -- -- --
Other noninterest expenses............................................ 1,191.9 1,305.1 1,273.4 1,098.1 935.3
Total noninterest expenses............................................ 1,290.8 1,405.1 1,273.4 1,098.1 935.3
Income before cumulative effect of accounting changes................. 329.0 254.7 341.1 271.5 232.1
Net income............................................................ 329.0 254.7 341.1 211.6 232.1
Per Common Share:
Income before cumulative effect of accounting changes................. $ 2.09 $ 1.60 $ 2.23 $ 1.87 $ 1.68
Net income............................................................ 2.09 1.60 2.23 1.45 1.68
Cash dividends declared............................................... 1.06 .94 .85 .76 .71
Period-End Balances:
Loans................................................................. $ 22,785 $ 21,645 $ 19,445 $ 18,040 $ 17,371
Interest-earning assets............................................... 27,883 27,004 25,946 24,643 21,583
Assets................................................................ 31,794 30,609 29,087 27,875 24,292
Deposits.............................................................. 23,265 21,859 21,448 21,062 17,361
Long-term debt........................................................ 1,377 1,244 1,162 1,437 1,319
Common shareholders' equity........................................... 2,467 2,343 2,292 1,971 1,773
Preferred stock....................................................... 150 150 150 150 --
Average Balances:
Loans................................................................. $ 22,165 20,336 $ 18,493 17,438 $ 17,264
Interest-earning assets............................................... 26,929 25,940 24,819 22,604 21,209
Assets................................................................ 30,198 29,163 27,996 25,335 23,658
Deposits.............................................................. 22,019 21,486 20,979 18,424 16,996
Long-term debt........................................................ 1,199 1,187 1,283 1,348 1,096
Common shareholders' equity........................................... 2,456 2,284 2,093 1,834 1,689
Preferred stock....................................................... 150 150 150 66 --
Selected Ratios:
Return on average common equity....................................... 12.90% 10.62% 15.71% 14.06% 13.74%
Return on average assets.............................................. 1.09 .87 1.22 1.07 .98
Overhead ratio (2).................................................... 65.38 72.34 65.71 65.03 63.11
Net interest margin (3)............................................... 5.38 5.35 5.31 5.17 4.89
Average total shareholders' equity to average assets.................. 8.63 8.35 8.01 7.50 7.14
Leverage capital ratio................................................ 7.89 7.82 7.64 7.10 6.77
Risk-based capital ratios:
Tier 1 capital ratio................................................ 8.44 8.72 8.95 8.63 7.79
Total capital ratio................................................. 11.79 11.38 11.75 11.51 10.24
Nonperforming assets to period-end loans and foreclosed assets........ .73 1.06 1.44 1.77 2.52
Allowance for credit losses to period-end loans....................... 1.91 1.79 1.77 1.81 1.63
Allowance for credit losses to nonperforming loans.................... 336 192 144 117 83
Net loans charged-off to average loans................................ .33 .39 .48 .70 .73
Ratio of Earnings to Fixed Charges: (4)
Excluding interest on deposits........................................ 2.72x 2.58x 3.74x 2.77x 2.17x
Including interest on deposits........................................ 1.51x 1.48x 1.71x 1.47x 1.30x
</TABLE>
(SEE FOOTNOTES ON FOLLOWING PAGE)
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(FOOTNOTES TO PREVIOUS PAGE)
(1) 1992 net income includes a $59.9 million after-tax charge from the adoption
of Statement of Financial Accounting Standards (FAS) No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions" and FAS No.
112, "Employers' Accounting for Postemployment Benefits."
1992 income before accounting changes per common share on a primary and
fully diluted basis was $1.84 and $1.79, respectively. Net income per share
on a primary and fully diluted basis was $1.42 and $1.40, respectively.
Dilution was not material in the other periods presented.
1992 returns on average common equity and assets were computed before
accounting changes. After accounting changes, return on average assets was
.84% and return on average common equity was 11.25%.
(2) Overhead ratio is defined as noninterest expenses as a percentage of
tax-equivalent net interest income and noninterest revenues.
(3) Ratio of net interest income (on a tax-equivalent basis) to average earning
assets.
(4) For the purpose 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 capitalized leases, and approximately one-third of all other
rent expense (such amount approximating the interest component of operating
leases), but excluding interest income on federal funds sold, which
approximates the interest expense related to federal funds purchased
transactions having a purpose other than to fund operations.
RECENT DEVELOPMENTS
On December 26, 1995, the merger of West One Bancorp ("West One") into
Bancorp was consummated. West One, a registered bank holding company
headquartered in Boise, Idaho, had total assets of $9.2 billion, total deposits
of $7.0 billion, and 227 branches in Oregon, Washington, Idaho, and Utah on the
merger date. Approximately 54.7 million shares of Bancorp common stock were
issued to shareholders of West One in the merger, which was accounted for as a
pooling-of-interests.
On February 12, 1996, Bancorp announced that it had entered into a
definitive agreement to acquire California Bancshares, Inc. ("CBI"), a
registered bank holding company with 38 branches in the central valley of
northern California and the east San Francisco Bay Area and $1.6 billion in
assets at December 31, 1995. Subject to all necessary regulatory approvals and
approval by the stockholders of CBI, consummation of the acquisition is
anticipated to occur in the second half of 1996.
Bancorp intends to account for the acquisition of CBI using the purchase
method of accounting, which will permit Bancorp to repurchase shares of its
common stock from time to time in the open market. Subject to market conditions
and other factors, it is anticipated that Bancorp will repurchase shares of its
Common Stock in a number approximately equal to the 9.6 million shares to be
issued to stockholders of CBI, and will obtain the funds for the purchase of
such shares from a variety of sources, including asset maturities and sales,
issuances of debt, which may include Notes, and other sources of liquidity.
DESCRIPTION OF NOTES
THE FOLLOWING DESCRIPTION OF THE PARTICULAR TERMS OF THE NOTES (REFERRED TO
IN THE BASIC PROSPECTUS AS THE "OFFERED DEBT SECURITIES") SUPPLEMENTS, AND TO
THE EXTENT INCONSISTENT THEREWITH REPLACES, THE DESCRIPTION OF THE GENERAL TERMS
AND PROVISIONS OF THE DEBT SECURITIES SET FORTH IN THE BASIC PROSPECTUS, TO
WHICH DESCRIPTION REFERENCE IS HEREBY MADE. THE TERMS AND CONDITIONS SET FORTH
HEREIN WILL APPLY TO EACH NOTE UNLESS OTHERWISE SPECIFIED IN THE APPLICABLE
PRICING SUPPLEMENT AND THE RELATED NOTE.
GENERAL
The Notes constitute a single series to be issued under an indenture dated
as of July 15, 1985, as amended by a first supplemental indenture dated as of
January 2, 1990 (collectively, the "Indenture"), between Bancorp and Chemical
Bank, as successor trustee (the "Trustee"), and may be issued in an aggregate
principal amount of up to $500,000,000. Of this amount, $251,800,000 had been
previously issued at the date of this Prospectus Supplement. The Notes will be
denominated in U.S. dollars and
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issued in fully registered form only, in denominations of $100,000 or any amount
in excess thereof which is an integral multiple of $1,000. The Notes are
unsecured obligations of Bancorp and will not be subject to any sinking fund.
The Notes are being offered on a continuous basis. Unless previously
redeemed, Notes will mature on any day from nine months to fifteen years from
the date of issue, as selected by the purchaser and agreed to by Bancorp. Unless
otherwise specified in the applicable Pricing Supplement. Floating Rate Notes
will mature on an Interest Payment Date (as defined below). Unless otherwise
indicated in the applicable Pricing Supplement, the Notes will not be redeemable
prior to stated maturity.
Except as set forth under "Book-Entry System" below and under "Description
of Debt Securities -- Global Securities" in the Basic Prospectus, Notes will be
issued only as Book-Entry Notes and will not be registrable in the name of any
person other than the Depositary or its nominee.
Payments of principal, premium (if any) and interest on Notes registered in
the name of the Depositary or its nominee will be made in immediately available
funds to the Depositary, or its nominee, as the case may be, as the registered
holder of the Book-Entry Notes representing such Notes.
INTEREST AND INTEREST RATE
Each Note will bear interest from its date of issue or from the last date to
which interest has been paid or duly provided for at the rate per annum stated,
or calculated pursuant to the interest rate formula set forth, therein and in
the applicable Pricing Supplement, until the principal thereof is paid or made
available for payment.
Each Note will bear interest at either (a) the fixed rate specified in the
applicable Pricing Supplement or (b) a variable rate determined by reference to
the interest rate basis specified in the applicable Pricing Supplement (i) plus
or minus the Spread, if any, or (ii) multiplied by the Spread Multiplier, if any
(in either case as specified in the applicable Pricing Supplement). The "Spread"
is the number of basis points specified in the applicable Pricing Supplement as
being applicable to the interest rate for such Floating Rate Note, and the
"Spread Multiplier" is the percentage specified in the applicable Pricing
Supplement as being applicable to the interest rate for such Floating Rate Note.
If specified in the applicable Pricing Supplement, any Floating Rate Note also
may have either or both of the following: (a) a maximum numerical interest rate
limitation, or ceiling, on the rate of interest which may accrue during any
interest period; and (b) a minimum numerical interest rate limitation, or floor,
on the rate of interest which may accrue during any interest period. The
applicable Pricing Supplement will designate one of the following interest rate
bases as applicable to each Floating Rate Note: (a) the CD Rate (a "CD Rate
Note"); (b) the Commercial Paper Rate (a "Commercial Paper Rate Note"); (c) the
Cost of Funds Rate (a "Cost of Funds Rate Note"); (d) the Federal Funds Rate (a
"Federal Funds Rate Note"); (e) LIBOR (a "LIBOR Note"); (f) the Prime Rate (a
"Prime Rate Note"); (g) the Treasury Rate (a "Treasury Rate Note"); or (h) such
other interest rate basis as is set forth in such Pricing Supplement. The "Index
Maturity" for any Floating Rate Note is the period of maturity of the instrument
or obligation from which the interest rate basis is calculated.
Interest on Notes will be payable on the applicable Interest Payment Dates,
upon redemption and at stated maturity. Unless otherwise specified in the
applicable Pricing Supplement, the "Interest Payment Dates" for Fixed Rate Notes
will be May 15 and November 15 of each year. If any Interest Payment Date for
any Fixed Rate Note falls on a day that is not a Business Day, the payment of
principal or interest shall be postponed to the next day that is a Business Day,
and no interest on such payment shall accrue for the period from and after the
Interest Payment Date. Except as provided below, the "Interest Payment Dates"
for Floating Rate Notes will be, in the case of Floating Rate Notes with a
weekly Interest Reset Date (as defined below), the third Wednesday of March,
June, September and December; in the case of Floating Rate Notes with a monthly
Interest Reset Date, the third Wednesday of each month or the third Wednesday of
March, June, September and December, as specified in the applicable Pricing
Supplement; in the case of Floating Rate Notes with a quarterly Interest Reset
Date, the third Wednesday of March, June, September and December; in the case of
Floating Rate Notes with a semi-annual Interest
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Reset Date, the third Wednesday of the two months specified in the applicable
Pricing Supplement; and in the case of Floating Rate Notes with an annual
Interest Reset Date, the third Wednesday of the month specified in the
applicable Pricing Supplement. If any Interest Payment Date for any Floating
Rate Note would otherwise be a day that is not a Business Day, such Interest
Payment Date shall be postponed to the next day that is a Business Day, except
that in the case of a LIBOR Note, if such Business Day is in the next succeeding
calendar month, such Interest Payment Date shall be the immediately preceding
Business Day. As used in this Prospectus Supplement, "Business Day" means any
day that is not a Saturday or Sunday and that, in New York City and the state of
Oregon (and, with respect to LIBOR Notes, the City of London), is not a day on
which banking institutions or trust companies are generally authorized or
obligated by law or executive order to close.
Interest payable on any Interest Payment Date will be payable to the person
in whose name such Note is registered at the close of business (a) unless
otherwise specified in the applicable Pricing Supplement, on the May 1 or
November 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date in the case of a Fixed Rate Note, or (b) on the 15th
calendar day (whether or not a Business Day) next preceding such Interest
Payment Date in the case of a Floating Rate Note (in each case, the "Record
Date"); provided, however, that interest payable at maturity will be payable to
the person to whom principal shall be payable. Notwithstanding the foregoing,
the first interest payment on a Note originally issued between a Record Date and
the Interest Payment Date relating to such Record Date or on an Interest Payment
Date will be made on the Interest Payment Date following the next succeeding
Record Date to the registered owner on such next Record Date.
Interest payments on Notes (except in the case of Floating Rate Notes which
reset weekly) will include accrued interest from the date of issue or from the
last date in respect of which interest has been paid or made available for
payment, as the case may be, to, but excluding, the Interest Payment Date. In
the case of Floating Rate Notes which reset weekly, unless otherwise specified
in the applicable Pricing Supplement, interest payments will include accrued
interest from the date of issue or from the last date in respect of which
interest has been paid or made available for payment, as the case may be, to,
and including, the next preceding Record Date, except that at maturity the
interest payable will include interest accrued to, but excluding, the maturity
date. With respect to any Floating Rate Note, accrued interest will be
calculated by multiplying the principal amount of such Floating Rate Note by an
accrued interest factor. The accrued interest factor will be computed by adding
the interest factors calculated for each day in the period for which accrued
interest is being calculated. The interest factor for each such day will be
computed by dividing the interest rate applicable to such day by the actual
number of days in the year in the case of Treasury Rate Notes and by 360 in the
case of other Floating Rate Notes.
With respect to any Floating Rate Note, the interest rate in effect on each
day will be, (a) if such day is an Interest Reset Date, the interest rate with
respect to the Interest Determination Date (as defined below) pertaining to such
Interest Reset Date or, (b) if such day is not an Interest Reset Date, the
interest rate with respect to the Interest Determination Date pertaining to the
next preceding Interest Reset Date, subject in either case to any maximum or
minimum interest rate limitation referred to above and to any adjustment by a
Spread or a Spread Multiplier referred to above; provided, however, that (i) the
interest rate in effect for the period from the date of issue to the first
Interest Reset Date with respect to a Floating Rate Note (the "Initial Interest
Rate") will be specified in the applicable Pricing Supplement and (ii) the
interest rate in effect for the ten calendar days immediately prior to maturity
of a Floating Rate Note will be that in effect on the tenth calendar day
preceding such maturity.
FIXED RATE NOTES
Fixed Rate Notes will bear interest from the date of issue at the annual
interest rate or rates specified on the face thereof and in the applicable
Pricing Supplement. Interest on Fixed Rate Notes will be computed on the basis
of a 360-day year of twelve 30-day months.
FLOATING RATE NOTES
The rate of interest on each Floating Rate Note will be reset weekly,
monthly, quarterly, semi-annually or annually (each an "Interest Reset Date"),
as specified in the applicable Pricing Supplement.
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The Interest Reset Date will be as follows: in the case of Floating Rate Notes
(other than Treasury Rate Notes) which reset weekly, Wednesday of each week; in
the case of Treasury Rate Notes which reset weekly, Tuesday of each week; in the
case of Floating Rate Notes which reset monthly (other than Cost of Funds Rate
Notes), the third Wednesday of each month or, in the case of Cost of Funds Rate
Notes, all of which reset monthly, the first Market Day (as defined below) of
each month; in the case of Floating Rate Notes which reset quarterly, the third
Wednesday of March, June, September and December; in the case of Floating Rate
Notes which reset semi-annually, the third Wednesday of the two months specified
in the applicable Pricing Supplement; and in the case of Floating Rate Notes
which reset annually, the third Wednesday of the month specified in the
applicable Pricing Supplement. If any Interest Reset Date for any Floating Rate
Note would otherwise be a day that is not a Market Day, such Interest Reset Date
shall be postponed to the next day that is a Market Day, except, in the case of
a LIBOR Note, if such Market Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Market Day. If any
Interest Reset Date for a Treasury Rate Note would otherwise be a day on which
Treasury bills (as defined below) are auctioned, then such Interest Reset Date
shall be the first Market Day immediately following such auction date.
The interest rate pertaining to each Interest Reset Date will be the rate
determined on or as of the "Interest Determination Date." The Interest
Determination Date pertaining to an Interest Reset Date for CD Rate Notes,
Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes and Prime
Rate Notes will be the second Market Day next preceding such Interest Reset
Date. "Market Day" means (a) with respect to any Notes other than LIBOR Notes,
any day that is not a Saturday or Sunday and that is not a day on which banking
institutions or trust companies in New York City are generally authorized or
obligated by law or executive order to close and (b) with respect to any LIBOR
Notes, any such day on which dealings in deposits in U.S. dollars are transacted
in the London interbank market.
The Interest Determination Date pertaining to an Interest Reset Date for a
Cost of Funds Rate Note will be the last working day (as defined below) of the
month immediately preceding such Interest Reset Date, provided that, if the
Index (as hereinafter defined) for such month is not published by such last
working day, such Interest Determination Date will be the tenth calendar day
after such last working day.
The Interest Determination Date pertaining to an Interest Reset Date for a
Treasury Rate Note will be the day of the week in which such Interest Reset Date
falls on which Treasury bills are normally sold at auction. Treasury bills are
normally sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that the auction may be held on the preceding Friday. If, as a result of
a legal holiday, an auction is so held on the preceding Friday, such Friday will
be the Interest Determination Date pertaining to the Interest Reset Date for
Treasury Rate Notes occurring in the next succeeding week.
Unless otherwise specified in the applicable Pricing Supplement, the
"Calculation Date" pertaining to an Interest Determination Date for a CD Rate
Note, a Commercial Paper Rate Note, a Federal Funds Rate Note, a Prime Rate Note
or a Treasury Rate Note is the tenth calendar day after such Interest
Determination Date or, if any such day is not a Market Day, the next succeeding
Market Day.
All percentages resulting from any calculation with respect to Floating Rate
Notes will be rounded to the nearest one hundred-thousandth of a percent, with
five one-millionths of a percent rounded upward; and all dollar amounts used in
or resulting from any such calculation will be rounded to the nearest cent, with
one-half cent rounded upward.
Unless otherwise provided in the applicable Pricing Supplement, Chemical
Bank will be the calculation agent (the "Calculation Agent") with respect to the
Floating Rate Notes. Upon the request of the holder of any Floating Rate Note,
the Calculation Agent will provide the interest rate then in effect and, if
determined, the interest rate which will become effective on the next Interest
Reset Date with respect to such Note. The Calculation Agent's determination of
any interest rate will be final and binding in the absence of manifest error.
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The applicable Pricing Supplement will specify the interest rate basis and
the Spread, if any, or Alternate Rate Event Spread (as defined below), if
applicable, or Spread Multiplier, if any, and the maximum or minimum interest
rate limitation, if any, applicable to each Floating Rate Note. The interest
rate on the Notes will in no event be higher than the maximum rate permitted by
Oregon law as the same may be modified by United States law of general
application. In addition, such Pricing Supplement will define or particularize
for each Floating Rate Note the following terms, if applicable: Index Maturity,
Initial Interest Rate, Interest Payment Dates, and Interest Reset Dates.
CD RATE NOTES
CD Rate Notes will bear interest at the CD Rate plus or minus the Spread, if
any, or multiplied by the Spread Multiplier, if any, as specified in the CD Rate
Notes and in the applicable Pricing Supplement. The CD Rate for each Interest
Reset Date will be calculated as of the Interest Determination Date pertaining
to such Interest Reset Date.
Unless otherwise specified in the applicable Pricing Supplement, "CD Rate"
means, with respect to an Interest Determination Date, the rate on that date for
negotiable certificates of deposit having the Index Maturity designated in the
applicable Pricing Supplement as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates," or any successor publication ("H.15(519)"), under the heading "CDs
(Secondary Market)." In the event that such rate is not published by 9 a.m., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the CD Rate shall be the rate on that Interest
Determination Date for negotiable certificates of deposit of the Index Maturity
designated in the applicable Pricing Supplement as published by the Federal
Reserve Bank of New York in its daily statistical release "Composite 3:30 p.m.
Quotations for U.S. Government Securities" ("Composite Quotations") under the
heading "Certificates of Deposit." If by 3 p.m., New York City time, on such
Calculation Date such rate is not yet published in either H.15(519) or Composite
Quotations, the CD Rate for that Interest Determination Date shall be calculated
by the Calculation Agent and shall be the arithmetic mean of the secondary
market offered rates of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in New York City selected by the Calculation Agent as of
10 a.m., New York City time, on that Interest Determination Date, for negotiable
certificates of deposit in a denomination of $5,000,000 of major United States
money center banks of the highest credit standing (in the market for negotiable
certificates of deposit) with a remaining maturity closest to the Index Maturity
designated in the applicable Pricing Supplement; provided, however, that if
fewer than three dealers selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the CD Rate will be the CD Rate in effect
on such Interest Determination Date.
COMMERCIAL PAPER RATE NOTES
Commercial Paper Rate Notes will bear interest at the Commercial Paper Rate
plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if
any, as specified in the Commercial Paper Rate Notes and in the applicable
Pricing Supplement. The Commercial Paper Rate for each Interest Reset Date will
be calculated as of the Interest Determination Date pertaining to such Interest
Reset Date.
Unless otherwise specified in the applicable Pricing Supplement, "Commercial
Paper Rate" means, with respect to an Interest Determination Date, the Money
Market Yield (as defined below) of the rate on that date for commercial paper
having the Index Maturity designated in the applicable Pricing Supplement as
published in H.15(519) under the heading "Commercial Paper." In the event that
such rate is not published by 9 a.m., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, then the Commercial Paper
Rate shall be the Money Market Yield of the rate on that Interest Determination
Date for commercial paper having the Index Maturity designated in the applicable
Pricing Supplement as published in Composite Quotations under the heading
"Commercial Paper." If by 3 p.m., New York City time, on such Calculation Date
such rate is not yet published in either H.15(519) or Composite Quotations, the
Commercial Paper Rate for that Interest Determination Date shall be calculated
by the Calculation Agent and shall be the Money Market Yield of the arithmetic
mean of the offered rates of three leading dealers in commercial paper in New
York City selected by the Calculation Agent as
S-7
<PAGE>
of 11 a.m., New York City time, on that Interest Determination Date, for
commercial paper of the Index Maturity designated in the applicable Pricing
Supplement placed for an industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized securities rating agency; provided,
however, that if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the Commercial
Paper Rate will be the Commercial Paper Rate in effect on such Interest
Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage) calculated
in accordance with the following formula:
<TABLE>
<S> <C> <C>
D X 360
Money Market Yield = -------------- X 100
360 - (D X M)
</TABLE>
where "D" refers to the applicable per annum rate for commercial paper, quoted
on a bank discount basis and expressed as a decimal; and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
COST OF FUNDS RATE NOTES
Cost of Funds Rate Notes will bear interest at the Cost of Funds Rate plus
or minus the Spread, if any, or the Alternate Rate Event Spread, if applicable,
or multiplied by the Spread Multiplier, if any, as specified in the Cost of
Funds Rate Notes and in the applicable Pricing Supplement. The Cost of Funds
Rate for each Interest Reset Date will be calculated on the Interest
Determination Date pertaining to such Interest Reset Date.
Unless otherwise specified in the applicable Pricing Supplement, "Cost of
Funds Rate" means, with respect to an Interest Determination Date, the rate
equal to the monthly Eleventh District Cost of Funds Index (the "Index") as
published by the Federal Home Loan Bank of San Francisco (the "FHLBSF") for the
month immediately preceding the Interest Reset Date to which such Interest
Determination Date applies.
The Index is published by the FHLBSF on or near the last FHLBSF working day
(a "working day") of each month, and represents the monthly weighted average
cost of funds for member savings institutions in the Eleventh District of the
Federal Home Loan Bank System (the "Eleventh District," which consists of
Arizona, California and Nevada) for the previous month. Currently, the Index is
computed by the FHLBSF for each month by dividing the cost of funds (interest
paid during the month by Eleventh District savings institutions on savings,
advances and other borrowings) by the average of the total amount of those funds
outstanding at the end of that month and the prior month and annualizing and
adjusting the result to reflect the actual number of days in the particular
month. If necessary, adjustments are made by the FHLBSF in an attempt to
neutralize the effect of events such as member institutions leaving the Eleventh
District or acquiring institutions outside the Eleventh District. Receipt by
mail of information bulletins announcing Index changes may be arranged by
contacting the FHLBSF.
If the FHLBSF shall fail in any month (and such failure continues for nine
calendar days after the last working day of each month) to publish the Index
(each such failure being referred to herein as an "Alternate Rate Event"), then
the Cost of Funds Rate for the first Interest Determination Date after the
Alternate Rate Event shall be calculated on the basis of the Index most recently
published prior to such Interest Determination Date. If an Alternate Rate Event
occurs in the month immediately following a month in which a prior Alternate
Rate Event occurred, then the Cost of Funds Rate for the Interest Determination
Date immediately following the second Alternate Rate Event shall be based upon
the Index most recently published prior to such Interest Determination Date, and
thereafter, the Cost of Funds Rate for each succeeding Interest Determination
Date until the maturity of the Cost of Funds Rate Notes shall be LIBOR,
determined as if such Notes were LIBOR Notes, and the Spread shall be plus or
minus the number of basis points designated in the applicable Pricing Supplement
as the "Alternate Rate Event Spread," if any.
S-8
<PAGE>
FEDERAL FUNDS RATE NOTES
Federal Funds Rate Notes will bear interest at the Federal Funds Rate plus
or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified in the Federal Funds Rate Notes and in the applicable Pricing
Supplement. The Federal Funds Rate for each Interest Reset Date will be
calculated as of the Interest Determination Date pertaining to such Interest
Reset Date.
Unless otherwise specified in the applicable Pricing Supplement, "Federal
Funds Rate" means, with respect to an Interest Determination Date, the rate on
that date for Federal Funds as published in H.15(519) under the heading "Federal
Funds (Effective)." In the event that such rate is not published by 9 a.m., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the Federal Funds Rate shall be the rate on that
Interest Determination Date for Federal Funds as published in Composite
Quotations under the heading "Federal Funds/Effective Rate." If by 3 p.m., New
York City time, on such Calculation Date such rate is not yet published in
either H.15(519) or Composite Quotations, the Federal Funds Rate for that
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the arithmetic mean of the rates for the last transaction in overnight
Federal Funds arranged by three leading brokers of Federal Funds transactions in
New York City selected by the Calculation Agent as of 11 a.m., New York City
time, on that Interest Determination Date; provided, however, that if fewer than
three brokers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the Federal Funds Rate will be the Federal Funds
Rate in effect on such Interest Determination Date.
LIBOR NOTES
LIBOR Notes will bear interest at LIBOR plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, as specified in the LIBOR Notes and
in the applicable Pricing Supplement. LIBOR for each Interest Reset Date will be
calculated on the Interest Determination Date pertaining to such Interest Reset
Date.
Unless otherwise specified in the applicable Pricing Supplement, "LIBOR"
will be determined by the Calculation Agent in accordance with the following
provisions:
(i) With respect to an Interest Determination Date, LIBOR will be
determined on the basis of the offered rates for deposits in U.S. dollars
having the Index Maturity designated in the applicable Pricing Supplement,
commencing on the second Market Day immediately following that Interest
Determination Date, which appear on the Reuters Screen LIBO Page as of 11
a.m., London time, on that Interest Determination Date. If at least two such
offered rates appear on the Reuters Screen LIBO Page, the rate in respect of
that Interest Determination Date will be the arithmetic mean of such offered
rates as determined by the Calculation Agent. If fewer than two offered
rates appear, LIBOR in respect of that Interest Determination Date will be
determined as if the parties had specified the rate as described in (ii)
below.
(ii) With respect to an Interest Determination Date on which fewer than
two offered rates for the applicable Index Maturity appear on the Reuters
Screen LIBO Page as specified in (i) above, LIBOR will be determined on the
basis of the rates at approximately 11 a.m., London time, on that Interest
Determination Date at which deposits in U.S. dollars having the Index
Maturity designated in the applicable Pricing Supplement are offered to
prime banks in the London interbank market by four major banks in the London
interbank market selected by the Calculation Agent commencing on the second
Market Day immediately following that Interest Determination Date and in a
principal amount of not less than $1 million that in the Calculation Agent's
judgment is representative for a single transaction in such market at such
time. The Calculation Agent will request the principal London office of each
such bank to provide a quotation of its rate. If at least two such
quotations are provided, LIBOR in respect of that Interest Determination
Date will be the arithmetic mean of such quotations. If fewer than two
quotations are provided, LIBOR in respect of that Interest Determination
Date will be the arithmetic mean of the rates quoted by three major banks in
New York City selected by the Calculation Agent at approximately 11 a.m.,
New York City time, on that Interest Determination Date for loans in U.S.
dollars to leading European banks, having the Index Maturity
S-9
<PAGE>
designated in the applicable Pricing Supplement, commencing on the second
Market Day immediately following that Interest Determination Date and in a
principal amount of not less than $1 million that, in the Calculation
Agent's judgment, is representative for a single transaction in such market
at such time; provided, however, that if fewer than three banks selected as
aforesaid by the Calculation Agent are quoting as mentioned in this
sentence, LIBOR will be LIBOR in effect on such Interest Determination Date.
PRIME RATE NOTES
Prime Rate Notes will bear interest at the Prime Rate plus or minus the
Spread, if any, or multiplied by the Spread Multiplier, if any, as specified in
the Prime Rate Notes and in the applicable Pricing Supplement. The Prime Rate
for each Interest Reset Date will be calculated as of the Interest Determination
Date pertaining to such Interest Reset Date.
Unless otherwise specified in the applicable Pricing Supplement, "Prime
Rate" means, with respect to an Interest Determination Date, the rate set forth
in H.15(519) for such date under the heading "Bank Prime Loan." In the event
that such rate is not published prior to 9 a.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, then the Prime
Rate shall be the arithmetic mean of the rates of interest publicly announced by
each bank that appears on the Reuters Screen USPRIME1 Page as such bank's prime
rate or base lending rate as in effect for such Interest Determination Date as
quoted on the Reuters Screen USPRIME1 Page for such Interest Determination Date.
If fewer than four such rates appear on the Reuters Screen USPRIME1 Page for
such Interest Determination Date, the Prime Rate shall be the arithmetic mean of
the prime rates or base lending rates (quoted on the basis of the actual number
of days in the year divided by a 360-day year) as of the close of business on
such Interest Determination Date by three major money center banks in The City
of New York selected by the Calculation Agent; provided, however, that if fewer
than three banks selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the Prime Rate will be the Prime Rate in effect on
such Interest Determination Date.
TREASURY RATE NOTES
Treasury Rate Notes will bear interest at the Treasury Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified
in the Treasury Rate Notes and in the applicable Pricing Supplement. The
Treasury Rate for each Interest Reset Date will be calculated as of the Interest
Determination Date pertaining to such Interest Reset Date.
Unless otherwise specified in the applicable Pricing Supplement, "Treasury
Rate" means, with respect to an Interest Determination Date, the rate on that
date for the most recent auction of direct obligations of the United States
("Treasury bills") having the Index Maturity designated in the applicable
Pricing Supplement as published in H.15(519) under the heading "Treasury Bills
- -- Auction Average (Investment)" or, if not so published by 9 a.m., New York
City time, on the Calculation Date pertaining to such Interest Determination
Date, the auction average rate (expressed as a bond equivalent on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) for such
auction as otherwise announced by the United States Department of the Treasury.
In the event that the results of the auction of Treasury bills having the Index
Maturity designated in the applicable Pricing Supplement are not otherwise
reported as provided above by 3 p.m., New York City time, on such Calculation
Date or no such auction is held in a particular week, then the Treasury Rate
shall be the rate set forth in H.15(519) for that Interest Determination Date
for the specified Index Maturity under the heading "U.S. Government
Securities/Treasury Bills/Secondary Market." In the event such rate is not so
published by 3 p.m., New York City time, on such Calculation Date, the Treasury
Rate shall be calculated by the Calculation Agent and shall be a yield to
maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates as of 3:30 p.m., New York City time, on that Interest
Determination Date of three leading primary United States government securities
dealers selected by the Calculation Agent for the issue of Treasury bills with a
remaining maturity closest to the Index Maturity designated in the applicable
Pricing Supplement;
S-10
<PAGE>
provided, however, that if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the Treasury Rate
will be the Treasury Rate in effect on such Interest Determination Date.
BOOK-ENTRY SYSTEM
Upon issuance, all Book-Entry Notes having the same date of issuance, stated
maturity, redemption provisions, if any, Interest Payment Period and Dates and,
in the case of Fixed Rate Notes, interest rate, or, in the case of Floating Rate
Notes, interest rate basis, Initial Interest Rate, Index Maturity, Interest
Reset Period and Dates, Spread, Alternate Rate Event Spread or Spread
Multiplier, if any, and maximum or minimum interest rate limitation, if any,
will be represented by a single global Note ("Global Note"). Each Global Note
will be deposited with, or on behalf of, The Depository Trust Company, New York,
New York (the "Depositary") or such other depositary as is specified in the
applicable Pricing Supplement, and registered in the name of the Depositary or a
nominee of the Depositary. If an Event of Default, or an event which after
notice or lapse of time would be an Event of Default, with respect to the Notes
shall occur and be continuing, Bancorp will issue Notes in certificated form
upon registration of transfer of, or in exchange for, Book-Entry Notes.
Book-Entry Notes will not otherwise 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 Depositary has advised Bancorp as follows: The Depositary 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. The Depositary was created to hold securities of its participants
and to facilitate the clearance and settlement of securities transactions among
its participants in such securities through electronic book-entry changes in
accounts of the participants. The Depositary's participants include securities
brokers and dealers (including the Agents), banks, trust companies, clearing
corporations, and certain other organizations, some of whom (and/or their
representatives) own the Depositary. Access to the Depositary's book-entry
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.
A further description of the Depositary's procedures with respect to Global
Notes is set forth in the Basic Prospectus under "Description of Debt Securities
- -- Global Securities." The Depositary has confirmed to Bancorp that it intends
to follow such procedures.
PLAN OF DISTRIBUTION OF NOTES
The Notes are being offered by Bancorp on a continuous basis through the
Agents, which have severally agreed to use reasonable efforts to solicit
purchases of the Notes. Bancorp will pay each Agent a commission of from .125%
to .625% of the principal amount, depending upon maturity, of the Notes sold
through such firm as agent. Bancorp may also sell Notes to any Agent as
principal at a discount from the principal amount for resale to one or more
investors or other purchasers at varying prices related to the prevailing market
prices at the time of resale, to be determined by the Agent. Such discount will
be specified in the applicable Pricing Supplement. Such Notes may be resold at
prevailing market prices, or at prices related thereto, at the time of such
resale, as determined by the Agents. Bancorp reserves the right to sell Notes
through one or more additional agents, including its banking affiliates, or
directly to certain investment banking firms as underwriters for resale to the
public. No commission will be payable to the Agents on any Notes sold through
other agents or directly by Bancorp to underwriters.
Bancorp will have the sole right to accept offers to purchase the Notes and
may reject any proposed offer in whole or in part. Each Agent will have the
right, in its discretion reasonably exercised, to reject any proposed offer to
purchase the Notes through it in whole or in part.
S-11
<PAGE>
Each Agent, whether acting as agent or principal, may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933. Bancorp has
agreed to indemnify each Agent against certain liabilities, including
liabilities under the Securities Act of 1933. Bancorp has also agreed to
reimburse the Agents for certain expenses. Each of the Agents engages in
transactions with and performs financing services for Bancorp or its affiliates
in the ordinary course of business.
Each of the Agents may from time to time purchase and sell Notes in the
secondary market, but is not obligated to do so, and there can be no assurance
that there will be a secondary market for the Notes or liquidity in the
secondary market if one develops.
EXPERTS
The consolidated financial statements of U. S. Bancorp and subsidiaries, as
of December 31, 1995 and 1994 and for each of the three years in the period
ended December 31, 1995, incorporated in the Basic Prospectus by reference from
Bancorp's 1995 Annual Report on Form 10-K, have been audited by Deloitte &
Touche LLP as stated in their report, which has been incorporated in the Basic
Prospectus by reference. The consolidated financial statements give retroactive
effect to the 1995 merger of U. S. Bancorp and subsidiaries and West One Bancorp
and subsidiaries, which has been accounted for as a pooling-of-interests. The
consolidated balance sheet of West One Bancorp and subsidiaries as of December
31, 1994 and the related consolidated statements of income, shareholders'
equity, and cash flows for each of the two years in the period ended December
31, 1994 (not presented separately in Bancorp's 1995 Annual Report on Form 10-K)
were audited by Coopers & Lybrand L.L.P. as stated in its report, which has been
incorporated in the Basic Prospectus by reference from Bancorp's 1995 Annual
Report on Form 10-K. Such consolidated financial statements of U. S. Bancorp and
subsidiaries have been incorporated by reference in the Basic Prospectus in
reliance upon the respective reports of such firms given upon their authority as
experts in accounting and auditing. Both of the foregoing firms are independent
accountants.
VALIDITY OF NOTES
The validity of the Notes offered hereby has been passed upon for Bancorp by
Miller, Nash, Wiener, Hager & Carlsen, Portland, Oregon. John J. DeMott, a
partner of Miller, Nash, Wiener, Hager & Carlsen, is secretary of Bancorp and
beneficially owns 200 shares of Bancorp's common stock. The opinion of Miller,
Nash, Wiener, Hager & Carlsen is conditioned upon, and subject to certain
assumptions regarding, future action required to be taken by Bancorp and the
Trustee in connection with the issuance and sale of any particular Note, the
specific terms of the Notes and other matters that may affect the validity of
the Notes but that were not ascertainable on the date of such opinion. Brown &
Wood, San Francisco, California, will act as counsel for the Agents.
S-12
<PAGE>
PROSPECTUS
[U.S. BANCORP LOGO]
DEBT SECURITIES
U. S. Bancorp ("Bancorp") may offer from time to time pursuant hereto up to
$648,200,000 aggregate principal amount (or its equivalent in any other currency
or composite currency) of its 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 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
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.
The Commissioner of Insurance of the State of North Carolina has not
approved or disapproved this offering nor has the Commissioner passed upon the
accuracy or adequacy of this Prospectus.
--------------
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 May 18, 1994
<PAGE>
AVAILABLE INFORMATION
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 Bancorp can be inspected and
copied at the public reference facilities maintained by the Commission, 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
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
This Prospectus does not contain all information set forth in the Registration
Statement and exhibits thereto which 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
Bancorp incorporates herein by reference its annual report on Form 10-K for
the year ended December 31, 1993, its quarterly report on Form 10-Q for the
quarter ended March 31, 1994, and its current report on Form 8-K dated January
26, 1994.
All documents filed by 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 to which this Prospectus
relates shall be deemed to be incorporated by reference into this Prospectus.
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.
2
<PAGE>
U. S. BANCORP
U. S. Bancorp ("Bancorp") is a regional multi-bank holding company, the
principal subsidiaries of which are United States National Bank of Oregon ("U.
S. Bank of Oregon") and U. S. Bank of Washington, National Association ("U. S.
Bank of Washington"). At December 31, 1993, Bancorp had consolidated assets of
$21.4 billion and shareholders' equity of $1.8 billion. It was the 35th largest
bank holding company in the United States in terms of total assets at June 30,
1993.
U. S. Bank of Oregon, headquartered in Portland, and U. S. Bank of
Washington, headquartered in Seattle, are engaged in the general retail and
commercial banking business. At December 31, 1993, U. S. Bank of Oregon had
banking locations in 88 communities throughout the state of Oregon and U. S.
Bank of Washington had banking locations in 76 cities and towns in the state of
Washington. At that date, U. S. Bank of Oregon and its subsidiaries constituted
approximately 53% of the consolidated assets of Bancorp and U. S. Bank of
Washington and its subsidiaries constituted approximately 28% of such assets. At
June 30, 1993, U. S. Bank of Oregon was, in terms of deposits, the largest bank
in Oregon and the 54th largest commercial bank in the United States. Also at
that date, U. S. Bank of Washington was, in terms of deposits, the third largest
commercial bank in Washington and the 96th largest commercial bank in the United
States.
Bancorp also has a California banking subsidiary, U. S. Bank of California
headquartered in Sacramento, California, which had banking locations in 51
communities in its 30-county market area of northern California and total assets
of $2.0 billion at December 31, 1993.
Other financial services of Bancorp and its nonbanking subsidiaries include
mortgage banking, equipment leasing, consumer and commercial finance, discount
brokerage, investment advisory services, credit reporting, and insurance
services.
Bancorp is a legal entity separate and distinct from its subsidiaries. There
are various legal limitations on the extent to which Bancorp's bank subsidiaries
may extend credit, pay dividends, or otherwise supply funds to Bancorp or
Bancorp's other affiliates. In particular, Bancorp's bank subsidiaries are
subject to certain restrictions imposed by Federal law on extensions of credit
to 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 Bancorp or such other affiliates from borrowing from
Bancorp's bank subsidiaries unless the loans are secured by specified
collateral. Further, such secured loans and investments by a Bancorp bank
subsidiary are limited in amount as to Bancorp or to any other such affiliate to
10% of the bank subsidiary's capital stock and surplus and as to 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
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
debt 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, 1993, Bancorp's banking subsidiaries
could have declared dividends without approval of the Comptroller of up to an
aggregate of $172 million. The payment of dividends by 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. Bancorp's
nonbank subsidiaries are also subject to limitations on the payment of
dividends.
Bancorp's principal executive offices are located at 111 S.W. Fifth Avenue,
Portland, Oregon 97204, and its telephone number is (503) 275-6111.
3
<PAGE>
USE OF PROCEEDS
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, for the acquisition of other
banking and financial institutions, 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.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the consolidated ratios of earnings to fixed
charges for Bancorp for the periods indicated.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
--------------- -----------------------------------------------
1994 1993 1993 1992 1991 1990 1989
----- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges:
Excluding interest on deposits............. * 3.45x 3.57x 2.62x 2.17x 1.88x 1.89x
Including interest on deposits............. * 1.66x 1.75x 1.47x 1.32x 1.26x 1.26x
</TABLE>
- --------------
*For the first quarter of 1994, fixed charges exceeded earnings (as defined) by
$40.7 million as a result of a $100 million restructuring charge for staff
reductions, facilities closures and intangible asset write-downs.
For the purpose 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 capitalized leases,
and approximately one-third of all other rent expense (such amount approximating
the interest component of operating leases), but excluding interest income on
federal funds sold, which approximates the interest expense related to federal
funds purchased transactions having a purpose other than to fund operations.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under an indenture dated as of July 15,
1985, as amended by a first supplemental indenture dated as of January 2, 1990
(collectively, the "Indenture"), between Bancorp and Chemical Bank as successor
trustee ("Trustee"). 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, such sections or defined terms are 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 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 Bancorp may itself
be a creditor with recognized claims against the subsidiary.
GENERAL
The Indenture does not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provides that Debt Securities may
be issued from time to time in series. The Debt
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<PAGE>
Securities will be unsecured obligations of Bancorp and will rank equally and
ratably with other unsecured and unsubordinated indebtedness of Bancorp. The
Indenture does not limit Bancorp's ability to incur other indebtedness or
contain provisions that would require Bancorp to repurchase or redeem or
otherwise modify the terms of the Debt Securities upon a change in control or
other event involving Bancorp that may adversely affect the credit quality of
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; (6) the currency or currency unit, if other than
United States dollars, of payment of principal of, and premium and interest, if
any, on the Offered Debt Securities; (7) if the Offered 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; and (9) 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 Bancorp maintained for that purpose in Portland, Oregon,
and the Offered Debt Securities may be surrendered for transfer or exchange at
said office or agency and, unless changed by the Company, at the Corporate Trust
Office of the Trustee in New York, New York; provided, however, that payment of
interest, if any, may be made at the option of 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. (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 Bancorp may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
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 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 Bancorp and thereafter the Holder
of such Debt Security shall look only to 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 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.
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<PAGE>
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 "Depositary") 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 Depositary for such Global Security
to a nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor of such Depositary 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. Bancorp anticipates that the following provisions will
apply to all depositary arrangements.
Ownership of beneficial interests in a Global Security will be limited to
persons that have accounts with the Depositary 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.
Bancorp will obtain confirmation from the Depositary that upon the issuance of a
Global Security, the Depositary 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 Depositary (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 states 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 Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary 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 Depositary 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. Bancorp
understands that under existing industry practices, in the event that 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 Depositary 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 Depositary or its nominee will be made to
the Depositary or its nominee, as the case may be, as the registered owner of
the Global Security representing such Offered Debt Securities. None of Bancorp,
the Trustee, any Paying Agent or any other agent of 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.
Bancorp will obtain confirmation from the Depositary that upon receipt of
any payment of principal of, or premium or interest on, a Global Security, the
Depositary will immediately credit Participants'
6
<PAGE>
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 Depositary. 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 Depositary for any Offered Debt Securities represented by a Global
Security notifies Bancorp that it is unwilling or unable to continue as
Depositary or ceases to be a clearing agency registered under the Act and a
successor Depositary is not appointed by Bancorp within ninety days after
receiving such notice or becoming aware that the Depositary is no longer so
registered, Bancorp will issue such Offered Debt Securities in definitive form
upon registration of transfer of, or in exchange for, such Global Security. In
addition, 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).
LIMITATION ON DISPOSITION OF VOTING STOCK AND ASSETS OF U. S. BANK OF OREGON
The Indenture provides that Bancorp, subject to the provisions described
under "Consolidation, Merger and Sale of Assets," will not sell, transfer, or
otherwise dispose of, or permit U. S. Bank of Oregon to issue, any shares of
Voting Stock of U. S. Bank of Oregon, and will not permit U. S. Bank of Oregon
to merge or consolidate or convey its properties substantially as an entirety,
unless U. S. Bank of Oregon or the surviving corporation or transferee, as the
case may be, is a Controlled Subsidiary of Bancorp. The Indenture further
provides that Bancorp will not grant a security interest in any shares of Voting
Stock of U. S. Bank of Oregon. (Section 1007). "Controlled Subsidiary" means any
corporation more than 80 percent of the outstanding Voting Stock of which is
owned by Bancorp. (Section 101).
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to Debt
Securities of any series: (a) default in the payment of principal of or any
premium on any Debt Security of that series when due; (b) default in the payment
of any interest on any Debt Security of that series when due, continued for 30
days; (c) default in the deposit of any sinking fund payment, when due, in
respect of any Debt Security of that series; (d) default in the performance of
any other covenant of Bancorp in the Indenture (other than a covenant included
in the Indenture solely for the benefit of series of the Debt Securities other
than that series), continued for 60 days after written notice as provided in the
Indenture; (e) acceleration of the Debt Securities of any other series or any
other indebtedness for borrowed money, in an aggregate principal amount
exceeding $10,000,000, of Bancorp as a result of a default under the terms of
the instrument or instruments under which such indebtedness is issued or secured
(but not necessarily a default in payment at maturity thereunder), unless such
acceleration is annulled or discharged, or a sum sufficient to discharge such
indebtedness has been deposited in trust, within 30 days after written notice as
provided in the Indenture, provided that if such default is remedied or cured by
Bancorp or waived by the holders of such indebtedness, the Event of Default by
reason thereof shall be deemed to have been thereupon remedied, cured or waived;
(f) certain events in bankruptcy, insolvency or reorganization of Bancorp or U.
S. Bank of Oregon; and (g) 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 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. At any time
after a declaration of acceleration with respect to Debt Securities of any
series
7
<PAGE>
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 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. (Sections
601 and 603). 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 of 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 or premium and interest, if any, when due and to institute
suit for the enforcement of any such payment. (Sections 507 and 508). The
Indenture provides that the Trustee, within 90 days after the occurrence of a
default with respect to the Debt Securities of any series, is required to give
the Holders of such Debt Securities notice of such default, unless cured or
waived; provided that, except in the case of default in the payment of
principal, or premium or interest, if any, or in the payment of any sinking fund
installment, the Trustee may withhold such notice if it determines it is in the
interest of such Holders to do so and provided further that no such notice shall
be given until at least 60 days after the occurrence of a default of the nature
specified in clause (d) above. (Section 602).
Bancorp is required to furnish to the Trustee annually a statement as to the
performance by Bancorp of certain of its obligations under the Indenture and as
to any default in such performance. (Section 1006).
MODIFICATIONS AND WAIVER
Modifications and amendments of the Indenture may be made by 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 installment of principal of or 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, or (f)
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, compliance by
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,
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<PAGE>
consent or waiver thereunder the principal amount of an Original Issue Discount
Debt 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
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 Bancorp's obligations on the Debt Securities and under the Indenture,
(ii) after giving effect to the transaction no Event of Default, and no event
which, after notice or lapse of time, would become an Event of Default, shall
have occurred and be continuing, (iii) if as a result of the transaction Voting
Stock of U. S. Bank of Oregon would become subject to a security interest which
would not be permitted by the Indenture, the Debt Securities shall be secured
equally with (or prior to) the indebtedness secured thereby, and (iv) 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
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 trustee under indentures with respect to certain other debt
securities of Bancorp.
VALIDITY OF OFFERED DEBT SECURITIES
The validity of the Offered Debt Securities will be passed upon for 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 Bancorp and U. S. Bank of Oregon.
EXPERTS
The financial statements incorporated in this Prospectus by reference from
Bancorp's annual report on Form 10-K for the year ended December 31, 1993, have
been audited by Deloitte & Touche, 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.
PLAN OF DISTRIBUTION
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
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
9
<PAGE>
they may act as agent. If so indicated in the Prospectus Supplement, 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 Bancorp to underwriters or agents in
connection with the offering of the Offered Debt Securities, and any discounts,
concessions or commissions allowed by 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 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, Bancorp will authorize dealers
acting as Bancorp's agents to solicit offers by certain institutions to purchase
the Offered Debt Securities from 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 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, 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 Bancorp for public offering and sale may make a market in such Offered
Debt Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for any Offered Debt Securities.
Certain of the underwriters and their associates may be customers of, engage
in transactions with and perform services for Bancorp or its subsidiaries in the
ordinary course of business.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT, ANY PRICING SUPPLEMENT OR THE BASIC PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY BANCORP OR ANY AGENT. THIS PROSPECTUS SUPPLEMENT, ANY PRICING
SUPPLEMENT AND THE BASIC PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES
DESCRIBED IN THIS PROSPECTUS SUPPLEMENT OR AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT, ANY PRICING SUPPLEMENT OR THE BASIC PROSPECTUS NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE OF SUCH INFORMATION.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PROSPECTUS SUPPLEMENT
Selected Consolidated Financial Data.......... S-2
Recent Developments........................... S-3
Description of Notes.......................... S-3
Plan of Distribution of Notes................. S-11
Experts....................................... S-12
Validity of Notes............................. S-12
PROSPECTUS
Available Information......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
U. S. Bancorp................................. 3
Use of Proceeds............................... 4
Ratio of Earnings to Fixed Charges............ 4
Description of Debt Securities................ 4
Validity of Offered Debt Securities........... 9
Experts....................................... 9
Plan of Distribution.......................... 9
</TABLE>
$248,200,000
[U.S. BANCORP LOGO]
MEDIUM-TERM NOTES, SERIES E
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PROSPECTUS SUPPLEMENT
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GOLDMAN, SACHS & CO.
SALOMON BROTHERS INC
LEHMAN BROTHERS
MERRILL LYNCH & CO.
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