<PAGE>
Filed pursuant to Rule 424(b)(5)
Registration No. 033-64318
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 27, 1995
$200,000,000
[LOGO OF U.S. BANCORP]
7 1/2% SUBORDINATED DEBENTURES DUE JUNE 1, 2026
---------------
Interest on the 7 1/2% Subordinated Debentures Due June 1, 2026 (the
"Debentures") will be payable semiannually on June 1 and December 1. The first
interest payment date will be December 1, 1996. The Debentures will be issued
only in registered form in denominations of $1,000 and integral multiples
thereof. Settlement of the Debentures will be made in immediately available
funds. The Debentures will be in the Same Day Funds Settlement System at The
Depository Trust Company, as depositary (the "Depository"), and, to the extent
that secondary market trading in the Debentures is effected through the
facilities of the Depository, such trades will be settled in immediately
available funds.
The Debentures are not redeemable at the option of U. S. Bancorp prior to
maturity and no sinking fund is provided for the Debentures. The registered
holder of each Debenture may elect to have that Debenture, or any portion of
the principal amount thereof that is a multiple of $1,000, redeemed on June 1,
2006, at 100 percent of the principal amount thereof together with accrued
interest to June 1, 2006. Such election, which is irrevocable when made, must
be made within the period commencing on April 1, 2006, and ending at 5:00 p.m.
(New York City time) on May 1, 2006. See "Description of Debentures--
Redemption at the Option of Holder."
The Debentures are unsecured and subordinated to all present and future
Senior Indebtedness. See "Description of Debentures--General" herein and
"Description of Debt Securities--Subordination" in the accompanying prospectus
dated September 27, 1995 (the "Basic Prospectus") of U. S. Bancorp. Payment of
the principal of the Debentures may be accelerated only in the case of certain
events involving the bankruptcy, insolvency or reorganization of U. S.
Bancorp. There is no right of acceleration in the case of a default in the
performance of any covenant of U. S. Bancorp, including the payment of
principal or interest. See "Description of Debt Securities--Events of Default
and Limited Rights of Acceleration" in the Basic Prospectus.
---------------
THE DEBENTURES OFFERED HEREBY ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER
OBLIGATIONS OF ANY INSURED DEPOSITORY INSTITUTION OR OTHER SUBSIDIARY OF
U. S. BANCORP AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) U. S. BANCORP(1)(3)
----------------- ------------ -------------------
<S> <C> <C> <C>
Per Debenture......................... 99.912% 0.650% 99.262%
Total................................. $199,824,000 $1,300,000 $198,524,000
</TABLE>
- -------
(1) Plus accrued interest from June 1, 1996.
(2) U. S. Bancorp has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting estimated expenses of $185,000 payable by U. S. Bancorp.
---------------
The Debentures offered hereby are offered by the several Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that the
Debentures will be ready for delivery in New York, New York, on or about June
13, 1996, against payment therefor in immediately available funds.
GOLDMAN, SACHS & CO.
CS FIRST BOSTON
UBS SECURITIES LLC
---------------
The date of this Prospectus Supplement is June 10, 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
USE OF PROCEEDS
U. S. Bancorp intends to use the net proceeds from the sale of the
Debentures for general corporate purposes, including investments in, or
extensions of credit to, its existing and future subsidiaries, the acquisition
of other banking and financial services businesses, repurchases of outstanding
shares of U. S. Bancorp common stock, and repayment of outstanding borrowings.
Pending such use, the proceeds may be temporarily invested in short-term
obligations.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the consolidated ratios of earnings to fixed
charges for U. S. Bancorp for the periods indicated.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
----------------------------- -------------
1991 1992 1993 1994 1995 1995 1996
----- ----- ----- ----- ----- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges:
Excluding interest on
deposits............... 2.17x 2.77x 3.74x 2.58x 2.72x 2.81x 3.74x
Including interest on
deposits............... 1.30x 1.47x 1.71x 1.48x 1.51x 1.58x 1.69x
</TABLE>
For purposes of computing the ratios, earnings represent income before
income taxes, accounting changes and fixed charges, less capitalized interest.
Fixed charges represent interest, whether expensed or capitalized. Including
interest on deposits where indicated, imputed interest on capital leases and
approximately one-third of all other rent expense (such amount approximating
the interest component of such expense), but excluding interest income on
federal funds sold, which approximates interest expense related to federal
funds purchased transactions having a purpose other than to fund operations.
DESCRIPTION OF DEBENTURES
The following is a brief description of the Debentures. This description
does not purport to be complete, should be read in conjunction with the
statements under "Description of Debt Securities" in the Basic Prospectus and
is subject to and qualified in its entirety by reference to the Indenture
dated as of May 15, 1992 (the "Indenture"), as amended by a First Supplemental
Indenture dated as of March 15, 1993 (the "First Supplemental Indenture"),
between U. S. Bancorp and Bankers Trust Company, as Trustee (the "Trustee"),
pursuant to which the Debentures are to be issued. A copy of the form of the
Indenture has been filed as an exhibit to the Registration Statement of which
the Basic Prospectus is a part. Capitalized terms not defined herein have the
meanings specified in the Basic Prospectus or the Indenture.
GENERAL
The Debentures will mature on June 1, 2026, and are limited to $200,000,000
aggregate principal amount. The Debentures will be issued in denominations of
$1,000 or any integral multiple thereof. The
S-2
<PAGE>
Debentures are not redeemable by U. S. Bancorp, in whole or in part, prior to
their maturity, and do not provide for any sinking fund.
The Debentures will bear interest from June 1, 1996, or from the most recent
Interest Payment Date to which interest has been paid, at the rate per annum
shown on the cover page of this Prospectus Supplement, payable semi-annually
on June 1 and December 1 of each year commencing December 1, 1996. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. Any
payment required to be made on a date that is not a Business Day need not be
made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on such date, and no additional interest
shall accrue as a result of such delayed payment. "Business Day" means any day
which is not a Saturday or Sunday and which is not a day on which banking
institutions or trust companies in the City of New York or the State of Oregon
are generally authorized or obligated by law or executive order to be closed.
Payments of principal and interest on Debentures registered in the name of
the Depository or its nominees will be made in immediately available funds to
the Depository, or its nominee, as the case may be, as the registered holder
of the Book-Entry Debentures (as defined below) representing such Debentures.
The Debentures will be unsecured subordinated obligations of U. S. Bancorp
which will be subordinated in right of payment to the prior payment in full of
all present and future Senior Indebtedness of U. S. Bancorp. In order to
comply with an interpretation of the Board of Governors of the Federal Reserve
System, the definition of Senior Indebtedness was modified by the First
Supplemental Indenture to encompass a broader range of instruments and
obligations than Senior Indebtedness as defined with respect to subordinated
indebtedness of U. S. Bancorp issued under the Indenture prior to March 15,
1993. As a result of the difference, holders of Debentures could be
subordinated to greater amounts of Senior Indebtedness of U. S. Bancorp than
holders of such previously issued subordinated indebtedness and may, under
certain circumstances, receive less, ratably, than the holders of such
previously issued subordinated indebtedness of U. S. Bancorp. See "Description
of Debt Securities--Subordination" in the Basic Prospectus.
At May 31, 1996, U. S. Bancorp, on an unconsolidated basis, had outstanding
(excluding accrued interest) approximately $540 million aggregate principal
amount of Senior Indebtedness, $150 million aggregate principal amount of
subordinated indebtedness issued under the Indenture prior to March 15, 1993,
and $450 million aggregate principal amount of subordinated indebtedness
issued under the Indenture since March 15, 1993. The Indenture does not place
any limit on U. S. Bancorp's ability to issue Senior Indebtedness.
Payment of the principal of the Debentures may be accelerated only in the
case of certain events involving the bankruptcy, insolvency or reorganization
of U. S. Bancorp. There is no right of acceleration in the case of a default
in the performance of any covenant of U. S. Bancorp, including the payment of
principal or interest. See "Description of Debt Securities--Events of Default
and Limited Rights of Acceleration" in the Basic Prospectus.
REDEMPTION AT THE OPTION OF HOLDER
The Debentures may be redeemed on June 1, 2006, at the option of the
registered holders of the Debentures, at 100 percent of their principal amount
together with accrued interest to June 1, 2006. In order for a holder to
exercise this option, U. S. Bancorp must receive at its office or agency in
New York, New York, during the period (the "Election Period") beginning on
April 1, 2006, and ending at 5:00 p.m. (New York City time) on May 1, 2006
(or, if May 1, 2006, is not a Business Day, the next succeeding Business Day),
the Debenture with the form entitled "Option to Require Redemption on June 1,
2006" appearing thereon duly completed. Any such notice received by U. S.
Bancorp during
S-3
<PAGE>
the Election Period shall be irrevocable. The redemption option may be
exercised by the holder of a Debenture for less than the entire principal
amount of the Debentures held by such holder, so long as the principal amount
that is to be redeemed is equal to $1,000 or an integral multiple of $1,000.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of any Debenture for redemption will be determined by
U. S. Bancorp, whose determination will be final and binding.
As long as the Debentures are represented by a Book-Entry Debenture, the
Depository or a nominee of the Depository will be the registered holder of the
Debentures and therefore will be the only entity that can exercise a right to
elect optional redemption.
BOOK-ENTRY DEBENTURES
Upon issuance, the Debentures will be represented by one or more fully
registered global Debentures (the "Book-Entry Debentures") which will be
deposited with, or on behalf of, the Depository and registered only in the
name of the Depository or a nominee of the Depository. Book-Entry Debentures
will not be transferable or exchangeable for Debentures in certificated form
except under the limited circumstances described in the Basic Prospectus under
"Description of Debt Securities--Global Securities."
The Depository has advised U. S. Bancorp as follows: it is a limited-purpose
trust company organized under the laws of the State of New York, a member of
the Federal Reserve System, a "clearing corporation" within the meaning of the
New York Uniform Commercial Code, and a "clearing agency" registered pursuant
to the provisions of Section 17A of the Securities Exchange Act of 1934, as
amended. The Depository was created to hold securities for its participating
organizations ("Participants") and to facilitate the clearance and settlement
of securities transactions between Participants in such securities through
electronic book-entry changes in accounts of Participants. Participants
include securities brokers and dealers (including the Underwriters), banks and
trust companies, clearing corporations and certain other organizations. Access
to the Depository's system is also available to others such as banks, brokers,
dealers, and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("Indirect
Participants"). Persons who are not Participants may beneficially own
securities held by the Depository only through Participants or Indirect
Participants.
A further description of the Depository's procedures with respect to Book-
Entry Debentures is set forth in the Basic Prospectus under "Description of
Debt Securities--Global Securities." The Depository has confirmed to U. S.
Bancorp that it intends to follow such procedures.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
U. S. Bancorp has agreed to sell to each of the Underwriters named below, and
each of such Underwriters has severally agreed to purchase, the principal
amount of the Debentures set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF DEBENTURES
----------- ----------------
<S> <C>
Goldman, Sachs & Co..................................... $ 66,700,000
CS First Boston Corporation............................. 66,650,000
UBS Securities LLC...................................... 66,650,000
------------
Total............................................... $200,000,000
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Debentures, if any
are taken.
S-4
<PAGE>
The Underwriters propose to offer the Debentures in part directly to the
public at the initial public offering price set forth on the cover page of
this Prospectus Supplement and in part to certain securities dealers at such
price less a concession of 0.40% of the principal amount of the Debentures.
The Underwriters may allow, and such dealers may reallow, a concession not to
exceed 0.25% of the principal amount of the Debentures to certain brokers and
dealers. After the Debentures are released for sale to the public, the
offering price and other selling terms may from time to time be varied by the
Underwriters.
U. S. Bancorp has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
The Debentures are a new issue of securities with no established trading
market and will not be listed on any securities exchange. U. S. Bancorp has
been advised by the Underwriters that the Underwriters intend to make a market
in the Debentures, but are not obligated to do so and may discontinue market-
making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Debentures.
Certain of the Underwriters are customers of, engage in transactions with or
perform services for U. S. Bancorp and certain of its subsidiaries in the
ordinary course of business. U. S. Bancorp retained CS First Boston
Corporation to act as its financial adviser in connection with the merger of
West One Bancorp with and into U. S. Bancorp on December 26, 1995. UBS
Securities Inc. was engaged by U. S. Bancorp to render financial advisory and
investment banking services with respect to the sale of certain operations of
West One Bancorp in connection with obtaining required regulatory approvals
for such merger. Additionally, West One Bancorp retained UBS Securities Inc.
to act as its financial adviser with respect to such merger.
VALIDITY OF DEBENTURES
The validity of the Debentures offered hereby has been passed upon for U. S.
Bancorp by Miller, Nash, Wiener, Hager & Carlsen LLP, Portland, Oregon.
Simpson Thacher & Bartlett (a partnership which includes professional
corporations), New York, New York, will act as counsel for the Underwriters.
Simpson Thacher & Bartlett will rely on Miller, Nash, Wiener, Hager & Carlsen
LLP as to all matters governed by Oregon law.
John J. DeMott, Secretary of U. S. Bancorp, is a partner in the firm of
Miller, Nash, Wiener, Hager & Carlsen LLP. At June 1, 1996, attorneys
associated with Miller, Nash, Wiener, Hager & Carlsen LLP who participated in
providing services to U. S. Bancorp in connection with the Debentures,
together with their immediate families, owned an aggregate of approximately
5,670 shares of U. S. Bancorp common stock.
S-5
<PAGE>
PROSPECTUS
[LOGO OF U.S. BANCORP]
SUBORDINATED DEBT SECURITIES
U. S. Bancorp may offer from time to time pursuant hereto up to $500,000,000
aggregate principal amount (or its equivalent in any other currency or
composite currency) of its subordinated debt securities ("Debt Securities") on
terms to be determined at the time of sale. The specific title, aggregate
principal amount, maturity, rate and time of payment of interest (if any),
purchase price, any terms for redemption and other special terms of a specific
series of Debt Securities being offered ("Offered Debt Securities") will be
set forth in a supplement to this Prospectus ("Prospectus Supplement"). The
Offered Debt Securities shall be denominated in United States dollars unless
another currency, which may be a composite currency such as the European
Currency Unit, is specified in the Prospectus Supplement. If the terms of a
depositary arrangement with respect to a specific series of Offered Debt
Securities are set forth in the Prospectus Supplement relating to such series,
the Offered Debt Securities of such series may be issued in whole or in part
in global form.
The Debt Securities will be unsecured and will be subordinated to all Senior
Indebtedness of U. S. Bancorp, whether incurred at the time of issuance of the
Debt Securities or thereafter. U. S. Bancorp is not restricted by the terms of
the Indenture, other outstanding instruments, or applicable statutes or
regulations from incurring additional Senior Indebtedness or subordinated
indebtedness. See "Description of Debt Securities."
The Debt Securities may be sold to underwriters for public offering pursuant
to terms of offering described in the Prospectus Supplement. In addition, the
Debt Securities may be sold through agents designated from time to time by U.
S. Bancorp, including its banking affiliates. If any underwriters or agents
are involved in the sale of the Offered Debt Securities, their names and any
applicable fee, commission or discount arrangements with them will be set
forth in the Prospectus Supplement. See "Plan of Distribution."
THE DEBT SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS
OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES 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 SEPTEMBER 27, 1995
<PAGE>
FOR NORTH CAROLINA RESIDENTS:
These securities have not been approved or disapproved by the Commissioner
of Insurance for the State of North Carolina, nor has the Commissioner of
Insurance ruled upon the accuracy or the adequacy of this document.
AVAILABLE INFORMATION
U. S. Bancorp is subject to the informational requirements of the Securities
Exchange Act of 1934 ("Act") and in accordance therewith files reports and
other information with the Securities and Exchange Commission ("Commission").
Reports, proxy statements and other information filed by U. S. Bancorp can be
inspected and copied at the public reference facilities maintained by the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549; The Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and
Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. As
permitted by rules and regulations of the Commission, this Prospectus omits
certain information set forth in the Registration Statement and exhibits
thereto which U. S. Bancorp has filed with the Commission under the Securities
Act of 1933 and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
U. S. Bancorp incorporates herein by reference its annual report on Form 10-
K for the year ended December 31, 1994, its quarterly reports on Form 10-Q for
the quarters ended March 31, 1995 and June 30, 1995, and its current report on
Form 8-K dated August 30, 1995.
All documents filed by U. S. Bancorp pursuant to Section 13(a), 13(c), 14 or
15(d) of the Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference into this Prospectus.
U. S. Bancorp will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
foregoing documents incorporated by reference herein, other than certain
exhibits to such documents. Requests should be directed to U. S. Bancorp,
Investor Relations, P.O. Box 8837, Portland, Oregon 97208, telephone (503)
275-5834.
U. S. BANCORP
U. S. Bancorp is a regional multi-bank holding company headquartered in
Portland, Oregon. At June 30, 1995, U. S. Bancorp was among the 35 largest
bank holding companies in the United States in terms of total assets, with
total consolidated assets of $21.3 billion, deposits of $15.0 billion, and
total shareholders' equity of $1.9 billion.
U. S. Bancorp is engaged in general retail and commercial banking business
in the states of Oregon, Washington, California, Nevada, and Idaho through its
banking subsidiaries. Its principal banking subsidiaries are United States
National Bank of Oregon ("U.S. Bank of Oregon"), with $10.8 billion in total
assets at June 30, 1995, and U. S. Bank of Washington, National Association
("U. S. Bank of Washington"), which had total assets of $6.7 billion at that
date. At December 31, 1994, in terms of total assets, U. S. Bank of Oregon was
the largest bank in Oregon and the 55th largest commercial bank in the United
States, and U. S. Bank of Washington was the third largest commercial bank in
Washington and the 102nd largest commercial bank in the United States.
2
<PAGE>
Other subsidiaries of U. S. Bancorp provide financial services related to
banking, including lease financing, consumer and commercial finance, discount
brokerage, investment advisory services, and insurance agency and credit life
insurance services. U. S. Bancorp's principal activities are located in the
Pacific Northwest, but it has operations throughout the Far West and, to a
lesser extent, the rest of the United States. The principal executive offices
of U. S. Bancorp are located at 111 S.W. Fifth Avenue, Portland, Oregon 97204,
telephone number (503) 275-6111.
U. S. Bancorp is a legal entity separate and distinct from its subsidiaries.
There are various legal limitations on the extent to which U. S. Bancorp's
bank subsidiaries may extend credit, pay dividends, or otherwise supply funds
to U. S. Bancorp or U. S. Bancorp's other affiliates. In particular, U. S.
Bancorp's bank subsidiaries are subject to certain restrictions imposed by
Federal law on extensions of credit to U. S. Bancorp or its other affiliates,
on investments in stock or other securities thereof and on the taking of such
securities as collateral for loans. Such restrictions prohibit U. S. Bancorp
or such other affiliates from borrowing from U. S. Bancorp's bank subsidiaries
unless the loans are secured by specified collateral. Further, such secured
loans and investments by a U. S. Bancorp bank subsidiary are limited in amount
as to U. S. Bancorp or to any other such affiliate to 10% of the bank
subsidiary's capital stock and surplus and as to U. S. Bancorp and all such
affiliates to an aggregate of 20% of the bank subsidiary's capital stock and
surplus.
In addition, there are certain limitations on the payment of dividends to U.
S. Bancorp by its bank subsidiaries. A national bank may not pay dividends in
an amount greater than its net profits then on hand after deducting statutory
bad debts in excess of the bank's allowance for loan losses. The prior
approval of the Comptroller of the Currency (the "Comptroller") is required if
the total of all dividends declared by a national bank subsidiary in any
calendar year will exceed the total of such subsidiary's net profits (as
defined by regulation) for that year combined with its retained net profits
for the preceding two calendar years, less any required transfers to surplus
or to a fund for the retirement of any preferred stock. As of December 31,
1994, U. S. Bancorp's banking subsidiaries could have declared dividends
without approval of the Comptroller of up to an aggregate of $210 million. The
payment of dividends by U. S. Bancorp's national bank subsidiaries may be
affected by other factors, such as requirements for the maintenance of
adequate capital. The Comptroller also has authority to prohibit a national
bank from engaging in what, in the Comptroller's opinion, constitutes an
unsafe or unsound practice in conducting its business. In addition, the
Comptroller has issued a policy statement which provides that national banks
should generally pay dividends only out of current operating earnings. U. S.
Bancorp's nonbank subsidiaries are also subject to limitations on the payment
of dividends.
The foregoing limitations do not have the effect of causing indebtedness
(including deposits) of U. S. Bancorp's bank subsidiaries or other affiliates
to become senior to the Debt Securities. However, in the event that a
depository institution subsidiary becomes undercapitalized (as that term is
defined by the federal bank regulatory agencies), U. S. Bancorp may be
required to guarantee compliance by the subsidiary with a capital restoration
plan. U. S. Bancorp's aggregate liability under any such guarantee shall not
exceed the lesser of 5% of the subsidiary's total assets when it became
undercapitalized or the amount of the capital deficiency at such time as it
fails to comply with the plan.
USE OF PROCEEDS
U. S. Bancorp intends to use the net proceeds from the sale of the Debt
Securities for general corporate purposes, including investments in, or
extensions of credit to, its existing and future subsidiaries, the acquisition
of other banking and financial services businesses, repurchases of outstanding
shares of U. S. Bancorp common stock, and repayment of outstanding borrowings.
The precise amounts and timing of the application of proceeds will depend on
various factors existing at the time of offering of the Offered Debt
Securities, including the subsidiaries' funding requirements and
3
<PAGE>
the availability of other funds. Pending such use, the proceeds may be
temporarily invested in short-term obligations.
The outstanding principal amount of the Debt Securities will be eligible for
inclusion as secondary (Tier 2) capital of U. S. Bancorp for purposes of
calculating its capital ratios. See "Description of Debt Securities--Certain
Amendments to the Indenture."
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the consolidated ratios of earnings to fixed
charges for U. S. Bancorp for the periods indicated.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------- -----------
1990 1991 1992 1993 1994 1994 1995
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges(1):
Excluding interest on deposits.... 1.88x 2.17x 2.62x 3.57x 2.16x 1.39x 2.74x
Including interest on deposits.... 1.26x 1.32x 1.47x 1.75x 1.41x 1.13x 1.62x
</TABLE>
- --------
(1) In March 1994, U. S. Bancorp's Board of Directors approved a major cost
reduction program. In connection therewith, a $100 million pre-tax
restructuring charge was recorded in the 1994 first quarter.
For purposes of computing the ratios, earnings represent income before
income taxes, accounting changes and fixed charges, less capitalized interest.
Fixed charges represent interest, whether expensed or capitalized, including
interest on deposits where indicated, imputed interest on capital leases and
approximately one-third of all other rent expense (such amount approximating
the interest component of such expense), but excluding interest income on
federal funds sold, which approximates interest expense related to federal
funds purchased transactions having a purpose other than to fund operations.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture dated as of May 15,
1992, as amended by a First Supplemental Indenture dated as of March 15, 1993
(the "Indenture"), between U. S. Bancorp and Bankers Trust Company, as Trustee
(the "Trustee"). See "Certain Amendments to the Indenture." A copy of the
Indenture is filed as an exhibit to the Registration Statement of which this
Prospectus is a part. The following summaries of certain provisions of the
Indenture do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, all of the provisions of the Indenture,
including the definition therein of certain terms. Wherever particular
sections or defined terms of the Indenture are referred to, it is intended
that such sections or defined terms shall be incorporated herein by reference.
The following sets forth certain general terms and provisions of the Debt
Securities. Further terms of each series of the Offered Debt Securities will
be set forth in the Prospectus Supplement relating thereto.
Because U. S. Bancorp is a holding company, its rights and the rights of its
creditors, including the Holders of the Debt Securities, to participate in the
assets of any subsidiary upon the latter's liquidation or reorganization will
be subject to the prior claims of the subsidiary's creditors (including
depositors in the case of bank subsidiaries) except to the extent that U. S.
Bancorp may itself be a creditor with recognized claims against the
subsidiary.
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GENERAL
The Indenture does not limit the aggregate principal amount of subordinated
indebtedness which may be issued thereunder and provides that such
indebtedness may be issued from time to time in series. The Debt Securities
will be unsecured subordinated obligations of U. S. Bancorp. The Indenture
does not limit U. S. Bancorp's ability to incur other indebtedness or contain
provisions that would require U. S. Bancorp to repurchase or redeem or
otherwise modify the terms of the Debt Securities upon a change in control or
other event involving U. S. Bancorp that may adversely affect the credit
quality of U. S. Bancorp.
The Prospectus Supplement will describe the following terms of the Offered
Debt Securities: (1) the title of the Offered Debt Securities; (2) any limit
on the aggregate principal amount of the Offered Debt Securities; (3) the date
or dates on which the Offered Debt Securities will mature; (4) the rate or
rates per annum at which the Offered Debt Securities will bear interest, if
any, or the manner in which such rates are determined and the date from which
such interest, if any, will accrue; (5) the dates on which such interest, if
any, on the Offered Debt Securities will be payable and the Regular Record
Dates for such Interest Payment Dates; (6) the currency or currency unit, if
other than U.S. dollars, of payment of principal of, and premium and interest,
if any, on, the Offered Debt Securities; (7) if the Offered Debt Securities
are to be issued in the form of one or more global securities (a "Global
Security"), the identity of the depositary for such Global Security or
Securities; (8) any mandatory or optional sinking fund or analogous
provisions; (9) any additions to, or modifications or deletions of, any Events
of Default, Defaults or covenants and the remedies with respect thereto
provided for with respect to the Offered Debt Securities; and (10) any
redemption terms or other specific terms.
Unless otherwise specified in the Prospectus Supplement, principal of, and
premium and interest, if any, on, the Offered Debt Securities will be payable
at the office or agency of U. S. Bancorp maintained for that purpose in the
Borough of Manhattan, the City of New York, and the Offered Debt Securities
may be surrendered for transfer or exchange at said office or agency; provided
that payment of interest, if any, may be made at the option of U. S. Bancorp
by check mailed to the address of the person entitled thereto as it appears in
the register for the Offered Debt Securities on the Regular Record Date for
such interest. The Corporate Trust Office of the Trustee in New York, New York
will initially be designated as such office or agency. (Sections 301, 307 and
1002).
Unless otherwise indicated in the Prospectus Supplement, the Debt Securities
will be issued only in fully registered form without coupons and, if
denominated in U.S. dollars, will be issued in denominations of $1,000 or any
integral multiple thereof. No service charge will be made for any transfer or
exchange of the Debt Securities, but U. S. Bancorp may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith. U. S. Bancorp shall not be required (i) to issue,
register the transfer of or exchange any Debt Securities of any series during
a period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of Debt Securities of that series selected
for redemption and ending at the close of business on the day of such mailing,
or (ii) to register the transfer of or exchange any Debt Security so selected
for redemption in whole or in part, except the unredeemed portion of Debt
Securities being redeemed in part. (Section 305).
All moneys paid by U. S. Bancorp to the Trustee or any Paying Agent for the
payment of principal of and premium and interest on any Debt Security which
remain unclaimed for two years after such principal, premium or interest shall
have become due and payable may be repaid to U. S. Bancorp and thereafter the
Holder of such Debt Security shall look only to U. S. Bancorp for payment
thereof. (Section 1003).
If any Debt Securities are payable in a currency or currency unit other than
U.S. dollars, the special federal income tax considerations applicable to such
Debt Securities will be described in the Prospectus Supplement relating
thereto.
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The Debt Securities may be issued as Original Issue Discount Securities
(bearing no interest or bearing interest at a rate which at the time of issue
is below market rates) to be sold at a substantial discount below their stated
principal amount. If any Debt Securities are issued as Original Issue Discount
Securities, the special federal income tax and other considerations applicable
to such Debt Securities will be described in the Prospectus Supplement
relating thereto.
GLOBAL SECURITIES
The Offered Debt Securities may be issued in whole or in part in the form of
one or more Global Securities that will be deposited with, or on behalf of, a
depositary (the "Depository") identified in the Prospectus Supplement relating
to such Offered Debt Securities. Unless and until it is exchangeable in whole
or in part for Offered Debt Securities in definitive form, a Global Security
may not be transferred except as a whole by the Depository for such Global
Security to a nominee of such Depository or by a nominee of such Depository to
such Depository or another nominee of such Depository or by such Depository or
any such nominee to a successor of such Depository or a nominee of such
successor. (Sections 303 and 305).
The specific terms of the depositary arrangement, if any, with respect to a
series of Offered Debt Securities will be described in the Prospectus
Supplement relating to such series. U. S. Bancorp anticipates that the
following provisions will apply to all depositary arrangements.
Ownership of beneficial interests in a Global Security will be limited to
persons that have accounts with the Depository for such Global Security or its
nominee ("Participants") or persons that may hold interests through
Participants. Such accounts shall be designated by the underwriters or agents
with respect to the Offered Debt Securities underwritten or solicited by them.
U. S. Bancorp will obtain confirmation from the Depository that upon the
issuance of a Global Security, the Depository for such Global Security will
credit, on its book-entry registration and transfer system, the Participants'
accounts with the respective principal amounts of the Offered Debt Securities
represented by such Global Security. Ownership of beneficial interests in such
Global Security will be shown on, and the transfer of such ownership interests
will be effected only through, records maintained by the Depository (with
respect to interests of Participants) and on the records of Participants (with
respect to interests of persons held through Participants). The laws of some
jurisdictions may require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to own, transfer or pledge beneficial interests in a Global
Security.
So long as the Depository for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depository or such nominee, as
the case may be, will be considered the sole owner or Holder of the Offered
Debt Securities represented by such Global Security for all purposes under the
Indenture. Except as provided below, owners of beneficial interests in a
Global Security will not be entitled to have the Offered Debt Securities
represented by such Global Security registered in their names, will not
receive or be entitled to receive physical delivery of the Offered Debt
Securities in definitive form and will not be considered the owners or Holders
thereof under the Indenture. Accordingly, each person owning a beneficial
interest in such a Global Security must rely on the procedures of the
Depository and, if such person is not a Participant, on the procedures of the
Participant through which such person owns its interest, to exercise any
rights of a Holder under the Indenture. U. S. Bancorp understands that under
existing industry practices, in the event that U. S. Bancorp requests any
action of Holders or that an owner of a beneficial interest in such a Global
Security desires to give or take any action which a Holder is entitled to give
or take under the Indenture, the Depository would authorize the Participants
holding the relevant beneficial interests to give or take such action, and
such Participants would authorize beneficial owners owning through such
Participants to give or take such action or would otherwise act upon the
instructions of beneficial owners owning through them.
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Payment of principal of, and premium and interest, if any, on, Offered Debt
Securities registered in the name of a Depository or its nominee will be made
to the Depository or its nominee, as the case may be, as the registered owner
of the Global Security representing such Offered Debt Securities. None of U.
S. Bancorp, the Trustee, any Paying Agent or any other agent of U. S. Bancorp
or the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Security for such Offered Debt Securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
U. S. Bancorp will obtain confirmation from the Depository that upon receipt
of any payment of principal of, or premium or interest on, a Global Security,
the Depository will immediately credit Participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the
principal amount of such Global Security as shown on the records of the
Depository. Payments by Participants to owners of beneficial interests in such
Global Security held through such Participants will be the responsibility of
such Participants, as is now the case with securities held for the accounts of
customers registered in "street name."
If the Depository for any Offered Debt Securities represented by a Global
Security notifies U. S. Bancorp that it is unwilling or unable to continue as
Depository or ceases to be a clearing agency registered under the Act and a
successor Depository is not appointed by U. S. Bancorp within 90 days after
receiving such notice or becoming aware that the Depository is no longer so
registered, U. S. Bancorp will issue such Offered Debt Securities in
definitive form upon registration of transfer of, or in exchange for, such
Global Security. In addition, U. S. Bancorp may at any time and in its sole
discretion determine not to have the Offered Debt Securities represented by
one or more Global Securities and, in such event, will issue Offered Debt
Securities in definitive form in exchange for all of the Global Securities
representing such Offered Debt Securities. (Section 305).
CERTAIN AMENDMENTS TO THE INDENTURE
U. S. Bancorp, as a bank holding company, is subject to regulations relating
to minimum amounts and types of capital. Under certain of such regulations,
subordinated debt securities meeting certain specified conditions are eligible
to be included in capital as defined in those regulations. The Board of
Governors of the Federal Reserve System has issued an interpretation,
effective September 4, 1992, with respect to the circumstances under which
subordinated debt issued by bank holding companies will be eligible for
inclusion as capital for regulatory capital purposes (the "Interpretation").
The Interpretation provides that subordinated debt securities issued after
September 4, 1992, will be included in capital for purposes of calculating a
bank holding company's capital ratios, if, among other things, (i) the payment
of the principal amount of such debt securities can be accelerated only upon
the occurrence of certain events involving the bankruptcy of the issuer, (ii)
such debt securities are not subject to certain covenants, including covenants
limiting the sale of a major subsidiary, and (iii) such debt securities are
subordinate to all obligations for borrowed and purchased money, obligations
arising from off-balance sheet activities (including guarantees), and
obligations associated with derivative products.
The First Supplemental Indenture dated as of March 15, 1993 (the "First
Supplemental Indenture"), between U. S. Bancorp and the Trustee amended the
original terms of the Indenture to comply with the Interpretation and the Debt
Securities will be subject to such amendment. The description of the Indenture
contained herein gives effect to such amendment. As amended, the Indenture no
longer contains covenants prohibiting U. S. Bancorp from disposing of voting
stock of its subsidiaries, including the stock of any of its banking
subsidiaries. Subordinated debt securities of U. S. Bancorp issued under the
Indenture prior to the date of the First Supplemental Indenture will continue
to be governed by the original terms of the Indenture.
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SUBORDINATION
The Debt Securities are expressly subordinated in right of payment, to the
extent set forth in the Indenture, to all Senior Indebtedness as defined
below. (Section 1301). If U. S. Bancorp shall default in the payment of any
principal of, premium, if any, or interest, if any, on any Senior Indebtedness
when the same becomes due and payable, whether at maturity or at a date fixed
for prepayment or by declaration of acceleration or otherwise, or if any event
of default with respect to Senior Indebtedness shall have occurred and be
continuing, or would occur as a result of any payment in respect of the Debt
Securities, then, upon written notice to U. S. Bancorp of such default or
event of default, unless and until such default or event of default shall have
been cured or waived or shall have ceased to exist, no direct or indirect
payment (in cash, property, securities, by set-off, or otherwise) shall be
made or agreed to be made for principal of or premium or interest on the Debt
Securities, or in respect of any redemption, retirement, purchase, or other
acquisition of any of the Debt Securities. (Section 1301). "Senior
Indebtedness" of U. S. Bancorp means the principal of (and premium, if any)
and unpaid interest on (i) all indebtedness of U. S. Bancorp for money
borrowed (including any deferred obligation for the payment of the purchase
price of property or assets and obligations arising from guarantees by U. S.
Bancorp of the indebtedness of others), (ii) obligations of, or any such
obligation guaranteed by, U. S. Bancorp as lessee under leases required to be
capitalized on the balance sheet of the lessee under generally accepted
accounting principles and leases of property or assets made as part of any
sale and leaseback transaction to which U. S. Bancorp is a party, (iii)
obligations of U. S. Bancorp under letters of credit, and (iv) any
indebtedness of U. S. Bancorp under or other obligations of U. S. Bancorp to
make payment pursuant to the terms of commodity contracts, interest rate and
currency swap agreements, cap, floor and collar agreements, currency spot and
forward contracts, and other similar agreements or arrangements, whether now
outstanding or subsequently created, assumed or incurred, and any deferrals,
renewals, or extensions of any such Senior Indebtedness, other than (x) any
obligation as to which, in the instrument creating or evidencing the same or
pursuant to which the same is outstanding, it is provided that such obligation
is not to be senior in right of payment to the Debt Securities, (y) U. S.
Bancorp's 8 1/8% Subordinated Notes due 2002 and its 7% Subordinated Notes due
2003 and (z) the Debt Securities. (Section 101).
The definition of senior indebtedness with respect to subordinated
indebtedness of U. S. Bancorp issued under the Indenture prior to March 15,
1993 (see "Certain Amendments to the Indenture" herein), includes only
indebtedness of U. S. Bancorp for money borrowed, other than obligations
ranking on a parity with or junior to such subordinated indebtedness. Thus,
"Senior Indebtedness" as defined in the First Supplemental Indenture
encompasses a broader range of instruments and obligations than senior
indebtedness as defined with respect to such previously issued subordinated
indebtedness. As a result of this difference, the holders of Offered Debt
Securities could be subordinated to greater amounts of senior indebtedness of
U. S. Bancorp than holders of such previously issued subordinated indebtedness
of U. S. Bancorp and, under the circumstances described in the following
paragraph, holders of Offered Debt Securities may receive less, ratably, than
holders of such previously issued subordinated indebtedness of U. S. Bancorp.
The Indenture does not limit the amount of additional Senior Indebtedness or
other indebtedness which U. S. Bancorp may incur.
In the event of any insolvency, bankruptcy, receivership, conservatorship,
reorganization, readjustment of debt, marshaling of assets and liabilities, or
similar proceedings relating to, or any liquidation, dissolution, or winding-
up of, U. S. Bancorp as a whole, whether voluntary or involuntary, all
obligations of U. S. Bancorp to holders of Senior Indebtedness shall be
entitled to be paid in full before any payment shall be made on account of the
principal of or premium or interest on the Debt Securities. In the event of
any such proceeding, if any payment by or distribution of assets of U. S.
Bancorp of any kind or character, whether in cash, property, or securities
(other than (i) securities of U. S. Bancorp or any other corporation provided
for by a plan of reorganization or readjustment, the payment of which is
subordinate, at least to the extent provided in the subordination provisions
with
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respect to the Debt Securities, to the payment of all Senior Indebtedness at
the time outstanding and to any securities issued in respect thereof under any
such plan of reorganization or readjustment or (ii) any cash, property, or
securities distributed pursuant to an order or decree of a court of competent
jurisdiction in a reorganization proceeding giving effect to the subordination
of the Debt Securities), including any such payment or distribution which may
be payable or deliverable by reason of the payment of any other indebtedness
of U. S. Bancorp being subordinated to the payment of the Debt Securities,
shall be received by the Trustee or the Holders of the Debt Securities before
all Senior Indebtedness is paid in full, such payment or distribution shall be
held (in trust if received by the Holders of the Debt Securities) for the
benefit of and shall be paid over to the holders of such Senior Indebtedness
or their representative or representatives or to the trustee or trustees under
any indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued, ratably, for application to the payment of
all Senior Indebtedness remaining unpaid until all such Senior Indebtedness
shall have been paid in full, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness. (Section 1301). By
reason of such subordination, in the event of bankruptcy or insolvency,
whether before or after maturity, holders of Senior Indebtedness may receive
more, ratably, and Holders of the Debt Securities having a claim pursuant to
the Debt Securities may receive less, ratably, than other creditors of U. S.
Bancorp, including creditors who hold subordinated indebtedness issued under
the Indenture prior to March 15, 1993.
In addition, in the event of the insolvency, bankruptcy, receivership,
conservatorship or reorganization of U. S. Bancorp, the claims of the Holders
of the Debt Securities would be subject as to enforcement to the broad equity
power of a federal bankruptcy court, and to the determination by that court of
the nature of the rights of the Holders.
EVENTS OF DEFAULT AND LIMITED RIGHTS OF ACCELERATION
An Event of Default under the Indenture with respect to Debt Securities of
any series means (a) certain events in bankruptcy, insolvency or
reorganization of U. S. Bancorp and (b) any other Event of Default provided
with respect to the Debt Securities of that series. (Section 501). An Event of
Default with respect to the Debt Securities of a particular series would not
necessarily constitute an Event of Default with respect to the Debt Securities
of any other series.
If an Event of Default with respect to the Debt Securities of any series at
the time Outstanding occurs and is continuing, either the Trustee or the
Holders of at least 25% in aggregate principal amount of the Outstanding Debt
Securities of that series may declare the principal amount (or, if the Debt
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of
all the Debt Securities of that series to be due and payable immediately. The
foregoing provision would be subject as to enforcement to the broad equity
powers of a federal bankruptcy court and to the determination by that court of
the nature of the rights of the Holders of the Debt Securities. At any time
after a declaration of acceleration with respect to Debt Securities of any
series has been made, but before a judgment or decree based on acceleration
has been obtained, the Holders of a majority in aggregate principal amount of
the Outstanding Debt Securities of that series may, under certain
circumstances, rescind and annul such acceleration. (Section 502).
The Indenture does not provide for any right of acceleration of the payment
of the principal of a series of Debt Securities upon a default in the payment
of principal, premium, if any, or interest or a default in the performance of
any covenant or agreement in the Debt Securities of that series or in the
Indenture. If a default in the payment of principal, premium, if any, or
interest or in the performance of any covenant or agreement in the Debt
Securities of any series or in the Indenture occurs, the Trustee may, subject
to certain limitations and conditions, seek to enforce payment of such
principal, premium,
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if any, or interest on the Debt Securities of that series, or the performance
of such covenant or agreement. (Section 503).
The Indenture provides that, subject to the duty of the Trustee during the
continuance of an Event of Default to act with the required standard of care,
the Trustee will be under no obligation to exercise any of its rights or
powers under the Indenture at the request or direction of any of the Holders,
unless such Holders shall have offered to the Trustee reasonable indemnity.
(Section 601). Subject to such provisions for the indemnification of the
Trustee, the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Debt Securities of that series. (Section 512). The right
of a Holder of any Debt Security to institute a proceeding with respect to the
Indenture is subject to certain conditions precedent, but each Holder has an
absolute right to receive payment of principal, premium and interest, if any,
when due and to institute suit for the enforcement of any such payment.
(Sections 507 and 508).
U. S. Bancorp is required to furnish to the Trustee annually a statement as
to the performance by U. S. Bancorp of certain of its obligations under the
Indenture and as to any default in such performance. (Section 1006). The
Trustee may withhold notice to Holders of any default (except in payment of
principal, premium, or interest, if any) if it in good faith determines that
it is in the interests of the Holders to do so.
MODIFICATIONS AND WAIVER
Modifications and amendments of the Indenture may be made by U. S. Bancorp
and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of each series affected by
such modification or amendment; provided, however, that no such modification
or amendment may, without the consent of the Holder of each Outstanding Debt
Security affected thereby, (a) change the stated maturity date of the
principal of, or any premium or installment of interest, if any, on any Debt
Security, (b) reduce the principal amount of, or premium or interest, if any,
on, any Debt Security, (c) reduce the amount of principal of an Original Issue
Discount Security payable upon acceleration of the maturity thereof, (d)
change the place or currency of payment of principal of, or premium or
interest, if any, on, any Debt Security, (e) impair the right to institute
suit for the enforcement of any such payment on or with respect to any Debt
Security, (f) modify the subordination provisions in the Indenture in a manner
adverse to the Holders, or (g) reduce the percentage in principal amount of
Outstanding Debt Securities of any series, the consent of whose Holders is
required for modification or amendment of the Indenture or for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults. (Section 902).
The Holders of a majority in aggregate principal amount of the Outstanding
Debt Securities of each series may, on behalf of all Holders of Debt
Securities of that series, waive, insofar as that series is concerned,
compliance by U. S. Bancorp with certain restrictive provisions of the
Indenture. (Section 1008). The Holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of each series may, on behalf of all
Holders of Debt Securities of that series, waive any past default under the
Indenture with respect to Debt Securities of that series, except a default in
the payment of principal, or of premium or interest, if any, or in respect of
a provision which under the Indenture cannot be modified or amended without
the consent of the Holder of each Outstanding Debt Security of that series.
(Section 513).
The Indenture provides that in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given any
request, demand, authorization, direction, notice, consent or waiver
thereunder the principal amount of an Original Issue Discount Security that
shall be
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deemed to be Outstanding shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon
acceleration of the Maturity thereof. (Section 101).
CONSOLIDATION, MERGER AND SALE OF ASSETS
U. S. Bancorp, without the consent of the Holders of any of the Outstanding
Debt Securities under the Indenture, may consolidate with or merge into, or
transfer its assets substantially as an entirety to, any corporation organized
under the laws of any domestic jurisdiction, provided that (i) the successor
corporation assumes U. S. Bancorp's obligations on the Debt Securities and
under the Indenture, (ii) after giving effect to the transaction no Default,
and no event which, after notice or lapse of time, would become a Default,
shall have occurred and be continuing, and (iii) certain other conditions are
met. (Section 801).
GOVERNING LAW
The Indenture and the Debt Securities will be governed by and construed in
accordance with the laws of the State of Oregon.
INFORMATION CONCERNING THE TRUSTEE
U. S. Bancorp and its subsidiaries maintain deposit accounts and conduct
other banking transactions with the Trustee in the ordinary course of
business. The Trustee serves as issuing and paying agent for Bank Notes issued
by U. S. Bank of Oregon and U. S. Bank of Washington.
PLAN OF DISTRIBUTION
U. S. Bancorp may sell Debt Securities to one or more underwriters for
public offering and sale by them or may sell Debt Securities to investors
through agents, including its banking affiliates. Any such underwriter or
agent involved in the offer and sale of the Offered Debt Securities will be
named in the Prospectus Supplement.
Underwriters may offer and sell the Offered Debt Securities at a fixed price
or prices, which may be changed, or from time to time at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. In connection with the sale of the Offered
Debt Securities, underwriters may be deemed to have received compensation from
U. S. Bancorp in the form of underwriting discounts or commissions and may
also receive commissions from purchasers of the Offered Debt Securities for
whom they may act as agent. Underwriters may sell the Offered Debt Securities
to or through dealers, and such dealers may receive compensation in the form
of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agent. If so
indicated in the Prospectus Supplement, U. S. Bancorp also may offer and sell
the Offered Debt Securities in exchange for one or more outstanding issues of
its, U. S. Bank of Oregon's or U. S. Bank of Washington's debt securities.
Any underwriting compensation paid by U. S. Bancorp to underwriters or
agents in connection with the offering of the Offered Debt Securities, and any
discounts, concessions or commissions allowed by underwriters to participating
dealers, will be set forth in the Prospectus Supplement. Underwriters, dealers
and agents participating in the distribution of the Offered Debt Securities
may be deemed to be underwriters, and any discounts and commissions received
by them and any profit realized by them on resale of the Offered Debt
Securities may be deemed to be underwriting discounts and commissions under
the Securities Act of 1933. Underwriters, dealers and agents may be entitled,
under agreements entered into with U. S. Bancorp, to indemnification against
and contribution toward certain civil liabilities, including liabilities under
the Securities Act of 1933.
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If so indicated in the Prospectus Supplement, U. S. Bancorp will authorize
dealers acting as U. S. Bancorp's agents to solicit offers by certain
institutions to purchase the Offered Debt Securities from U. S. Bancorp at the
public offering price set forth in the Prospectus Supplement pursuant to
delayed delivery contracts ("Contracts") providing for payment and delivery on
the date or dates stated in the Prospectus Supplement. Each Contract will be
for an amount not less than, and the aggregate principal amount of the Offered
Debt Securities sold pursuant to Contracts shall be not less nor more than,
the respective amounts stated in the Prospectus Supplement. Institutions with
whom Contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational
and charitable institutions, and other institutions, but will in all cases be
subject to the approval of U. S. Bancorp. Contracts will not be subject to any
conditions except (i) the purchase by an institution of the Offered Debt
Securities covered by its Contracts shall not at the time of delivery be
prohibited under the laws of any jurisdiction in the United States to which
such institution is subject, and (ii) if the Offered Debt Securities are being
sold to underwriters, U. S. Bancorp shall have sold to such underwriters the
total principal amount of the Offered Debt Securities less the principal
amount thereof covered by Contracts.
All Offered Debt Securities will be a new issue of securities with no
established trading market. Any underwriters to whom Offered Debt Securities
are sold by U. S. Bancorp for public offering and sale may make a market in
such Offered Debt Securities. Such underwriters will not be obligated to do
so, however, and no assurance can be given as to the liquidity of the trading
market for any Debt Securities. Also, any market maker may discontinue making
a market in Debt Securities at any time without notice, which may have an
adverse effect on the liquidity and market price of the Debt Securities.
Certain of the underwriters and their associates may be customers of, engage
in transactions with and perform services for U. S. Bancorp or its
subsidiaries in the ordinary course of business.
VALIDITY OF OFFERED DEBT SECURITIES
The validity of the Offered Debt Securities will be passed upon for U. S.
Bancorp by Miller, Nash, Wiener, Hager & Carlsen, Portland, Oregon, and for
any underwriters or agents by counsel named in the Prospectus Supplement.
Clifford N. Carlsen, Jr., a partner in Miller, Nash, Wiener, Hager & Carlsen,
is Secretary of U. S. Bancorp and U. S. Bank of Oregon.
EXPERTS
The financial statements incorporated in this Prospectus by reference from
U. S. Bancorp's annual report on Form 10-K for the year ended December 31,
1994, have been audited by Deloitte & Touche llp, independent auditors, as
stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in auditing and accounting.
12
<PAGE>
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATION NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE BASIC PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY U. S. BANCORP OR ANY UNDERWRITERS. THIS PRO-
SPECTUS SUPPLEMENT AND THE BASIC PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN
SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE
BASIC PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF U. S. BANCORP SINCE SUCH DATE.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Use of Proceeds............................................................ S-2
Ratio of Earnings to Fixed Charges......................................... S-2
Description of Debentures.................................................. S-2
Underwriting............................................................... S-4
Validity of Debentures..................................................... S-5
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
U. S. Bancorp.............................................................. 2
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 4
Description of Debt Securities............................................. 4
Plan of Distribution....................................................... 11
Validity of Offered Debt Securities........................................ 12
Experts.................................................................... 12
</TABLE>
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$200,000,000
[LOGO OF U.S. BANCORP]
7 1/2% SUBORDINATED DEBENTURES
DUE JUNE 1, 2026
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PROSPECTUS SUPPLEMENT
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GOLDMAN, SACHS & CO.
CS FIRST BOSTON
UBS SECURITIES LLC
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