<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 6, 1996
_____________
U. S. BANCORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Oregon
(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-3505
(COMMISSION FILE NO.)
93-0571730
(IRS EMPLOYER IDENTIFICATION NO.)
111 S.W. Fifth Avenue
Portland, Oregon 97204
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(503) 275-6111
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<PAGE>
ITEM 5. OTHER EVENTS.
The merger (the "Merger") of California Bancshares, Inc. ("CBI"),
with and into the registrant pursuant to a Restated Agreement and Plan of
Merger dated as of February 11, 1996, was consummated on June 6, 1996. In the
Merger, each outstanding share of CBI common stock was converted into the
right to receive 0.95 shares of the registrant's common stock, with cash paid
in lieu of fractional shares based on the average of the closing sale prices
of the registrant's common stock for the five trading days immediately
preceding June 6, 1996, $35.9125 per share. Approximately 9.7 million shares
of the registrant's common stock will be issued in the Merger. The
consideration paid by the registrant in the Merger was determined by arm's-
length negotiations between the parties.
A copy of the press release announcing the Merger is attached as an
exhibit to this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements.
None
(b) Pro Forma Financial Information.
None
(c) Exhibits.
The exhibits hereto are listed in the Exhibit Index which
immediately precedes the exhibits.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
U. S. Bancorp
(Registrant)
By /s/ Steven P. Erwin
Steven P. Erwin
Executive Vice President and
Chief Financial Officer
Dated: June 11, 1996
<PAGE>
EXHIBIT INDEX
No. Description
- --- -----------
4 Form of Subordinated Debenture
27 Restated Financial Data Schedules
99 Press Release dated June 6, 1996, announcing completion of
acquisition of California Bancshares, Inc.
<PAGE>
<PAGE>
[This Debenture is a Global Instrument within the meaning of the
Indenture hereinafter referred to and is registered in the name of a
Depository or a nominee of a Depository. This Debenture is exchangeable for
Debentures registered in the name of a Person other than the Depository or its
nominee only in the limited circumstances described in the Indenture, and no
transfer of this Debenture (other than a transfer of this Debenture as a whole
by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository) may be
registered except in such limited circumstances.] *
[Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Company
or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.] **
U. S. BANCORP
____% SUBORDINATED DEBENTURE DUE _______________, 20__
THIS DEBENTURE IS NOT A DEPOSIT AND IS NOT INSURED BY A FEDERAL AGENCY
REGISTERED PRINCIPAL AMOUNT
No. $
CUSIP:
U. S. BANCORP, an Oregon corporation (herein called the "Company," which
term includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
[CEDE & CO.] **
, or registered assigns, the principal sum of _____________ DOLLARS on
_______________, 20__, and to pay interest thereon from _______________, 199_,
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on _______________ and _______________ in
each year, commencing _______________, 199_, at the rate of ____% per annum
(computed on the basis of a 360-day year of twelve 30-day months) until the
principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in said Indenture, be paid to the
Person in whose name this Debenture (or one or more Predecessor Instruments)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the _______________ or _______________ (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Debenture (or one or more
Predecessor Instruments) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of this Debenture not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Debentures may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.
Payment of the principal and interest payable at Maturity of this
Debenture will be made in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts at the Corporate Trust Office of the Trustee in the City of New
York, New York, and will be made in immediately available funds if this
Debenture is presented in time for the Trustee, as Paying Agent, to make such
payment in accordance with its normal procedures. Unless otherwise agreed
between the Holder and the Company, payment of interest on this Debenture due
on any other Interest Payment Date will be made in such coin or currency by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Instrument Register.
Reference is hereby made to the further provisions of this Debenture set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee, this Debenture shall not be entitled
to any benefits under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Debenture to be duly
executed under its corporate seal.
Dated: U. S. BANCORP
CERTIFICATE OF AUTHENTICATION By
______________________________________
(title)
This is one of the Instruments of the
series designated herein referred to
in the within-mentioned Indenture.
BANKERS TRUST COMPANY Attest:
as Trustee
By _____________________________________
________________________________________
Authorized Officer [Assistant] Secretary
* Insert bracketed material if Debenture is a Global Instrument.
** Insert bracketed material if the Depository is The Depository
Trust Company.
<PAGE>
U. S. BANCORP
____% SUBORDINATED DEBENTURE DUE _______________, 20__
This Debenture is one of a duly authorized issue of Instruments of the
Company issued and to be issued in one or more series under an Indenture dated
as of May 15, 1992, as amended by a First Supplemental Indenture dated as of
March 15, 1993 (collectively, the "Indenture"), between the Company and
Bankers Trust Company as Trustee (the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the holders of Senior Indebtedness, and the Holders
of the Instruments and of the terms upon which the Instruments are, and are to
be, authenticated and delivered. This Debenture is one of the Instruments of
the series designated on the face hereof (herein called the "Debentures"),
limited in aggregate principal amount to $_____________.
The Debentures are not redeemable at the option of the Company prior to
the Stated Maturity thereof.
Subject to and upon compliance with the provisions set forth herein,
each Holder of this Debenture shall have the right, at such Holder's option,
to require the Company to redeem, and if such right is exercised the Company
shall redeem, all or any part of such Holder's Debentures on __________, 20__
(the "Redemption Date") at a price (the "Redemption Price") equal to 100% of
the principal amount thereof, together with accrued interest to
_______________, 20__.
To exercise such right, the Holder of this Debenture shall surrender
this Debenture, at the office or agency of the Company in New York, New York,
during the period (the "Election Period") beginning on __________, 20__ and
ending at 5:00 p.m. (New York City time) on __________, 20__ (or, if
__________, 20__ is not a Business Day, the next succeeding Business Day),
with the form entitled "Option to Require Redemption on __________, 20__"
appearing below duly completed. Any such notice received by the Company
during the Election Period shall be irrevocable. If the Redemption Date falls
between any Regular Record Date and the next succeeding Interest Payment Date,
this Debenture must be accompanied by payment from the Holder of an amount
equal to the interest thereon which the registered Holder thereof is to
receive on such Interest Payment Date in respect of the principal amount of
this Debenture which is to be so redeemed. The redemption option may be
exercised by any Holder for less than the entire principal amount of this
Debenture, provided that the principal amount with respect to which such right
is exercised must be equal to $1,000 or an integral multiple of $1,000. In
the event of redemption of this Debenture in part only, a new Debenture or
Debentures of like tenor for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof. All questions as
to the validity, form, eligibility (including time of receipt) and acceptance
of this Debenture for redemption shall be determined by the Company, whose
determination shall be final and binding.
Failure by the Company to pay the Redemption Price when required as
described in the preceding paragraphs will result in a Default under the
Indenture.
The indebtedness evidenced by the Debentures is, to the extent set forth
in certain provisions of the Indenture, expressly subordinated and subject in
right of payment to the prior payment in full of all Senior Indebtedness as
defined in the Indenture, and this Debenture is issued subject to such
provisions. Each Holder of this Debenture, by accepting the same, agrees to
and shall be bound by such provisions and authorizes and directs the Trustee
in his behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate, as between the Holders of the Debentures and the
holders of Senior Indebtedness, the subordination of this Debenture as
provided in the Indenture and appoints the Trustee his attorney-in-fact for
any and all such purposes. Each Holder of this Debenture, by accepting the
same, agrees that each holder of Senior Indebtedness, whether created or
acquired before or after the issuance of the Debentures, shall be deemed
conclusively to have relied on such provisions in acquiring and continuing to
hold, or in continuing to hold, such Senior Indebtedness.
If an Event of Default with respect to the Debentures shall occur and be
continuing, the principal of all the Debentures may be declared due and
payable in the manner and with the effect provided in the Indenture. Payment
of principal of the Debentures may be accelerated only in case of certain
events in bankruptcy, insolvency or reorganization of the Company. There is
no right of acceleration in the case of a default in the performance of any
covenant of the Company in the Indenture or in the Debentures, including
default in the payment of interest on the Debentures.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Instruments of each series under
the Indenture to be affected at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the
Instruments at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Instruments of each series at the time Outstanding, on
behalf of the Holders of all Instruments of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Debenture shall be conclusive and binding upon
such Holder and upon all future Holders of this Debenture and of any Debenture
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon
this Debenture.
No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Debenture at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Debenture is registrable in the Instrument
Register, upon surrender of this Debenture for registration of transfer at the
office or agency of the Company maintained for that purpose, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Instrument Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Debentures of like tenor, of authorized denominations and of like aggregate
principal amount, will be issued to the designated transferee or transferees.
The Debentures are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, this Debenture
may be exchanged for other Debentures of any authorized denomination, of like
tenor and of like aggregate principal amount upon surrender of this Debenture.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Debenture for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Debenture is registered as the owner hereof for
all purposes, whether or not this Debenture be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Debenture which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
* * * * *
Option to Require Redemption on _______________, 20__
The undersigned registered Holder of this Debenture hereby irrevocably
exercises the option to require the Company to redeem this Debenture or
portion thereof (which is $1,000 or an integral multiple thereof) below
designated on __________, 20__, in accordance with the terms of this
Debenture, and directs that payment be made to the registered Holder hereof
unless a different name has been indicated below. Any amount required to be
paid by the undersigned on account of interest accompanies this Debenture.
Dated: _____________, 20__
Signature(s) must be guaranteed if payment Holder's Signature:
is to be made other than to and in the name
of the registered Holder.
__________________________
__________________________ Portion of Debenture to be
Signature Guarantee redeemed (in integral
multiples of $1000) if other
than the full principal amount
thereof:
Fill in for payment of Redemption Price if to be made
otherwise than to the registered Holder
____________________________________________________
__________________________
Name
__________________________
Address
__________________________
Please print name and address
(including zip code)
SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER
__________________________
* * * * *
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
(Please insert social security
or other identifying number
of assignee)
[ ]
(Name and address of assignee, including zip code, must be printed or
typewritten)
the within Debenture, and all rights thereunder, hereby irrevocably
constituting and appointing
attorney to transfer said Debenture on the books of the within
Company, with full power of substitution in the premises.
Dated:
Notice: The signature to this assignment must correspond with the name as it
appears upon the face of the within Debenture in every particular, without
alteration or enlargement or any change whatever.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000 1,000 1,000 1,000
<RESTATED>
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1995 DEC-31-1995 DEC-31-1995
<PERIOD-START> JAN-01-1994 JAN-01-1995 JAN-01-1995 JAN-01-1995
<PERIOD-END> DEC-31-1994 MAR-31-1995 JUN-30-1995 SEP-30-1995
<PERIOD-TYPE> YEAR 3-MOS 6-MOS 9-MOS
<S> <C> <C> <C> <C>
<CASH> 2,121,320 1,785,945 2,005,718 2,007,933
<INT-BEARING-DEPOSITS> 1,561 1,218 1,212 1,213
<FED-FUNDS-SOLD> 541,220 170,893 303,355 408,885
<TRADING-ASSETS> 137,756 6,420 5,438 173,770
<INVESTMENTS-HELD-FOR-SALE> 2,509,202 2,389,401 2,242,130 2,402,687
<INVESTMENTS-CARRYING> 1,985,990 1,917,984 1,866,206 1,776,083
<INVESTMENTS-MARKET> 1,911,126 1,893,675 1,853,384 1,789,978
<LOANS> 21,645,158 21,755,125 22,335,418 22,529,861
<ALLOWANCE> 387,559 389,359 396,312 401,355
<TOTAL-ASSETS> 30,609,108 30,095,673 30,505,955 30,845,290
<DEPOSITS> 21,859,189 21,692,756 21,837,970 22,616,891
<SHORT-TERM> 687,194 3,804,087 4,033,833 3,503,530
<LIABILITIES-OTHER> 737,817 862,491 838,616 878,206
<LONG-TERM> 1,244,190 1,159,652 1,210,206 1,136,402
0 0 0 0
150,000 150,000 150,000 150,000
<COMMON> 760,623 761,371 745,420 762,932
<OTHER-SE> 1,582,431 1,665,316 1,689,910 1,797,329
<TOTAL-LIABILITIES-AND-EQUITY> 30,609,108 30,095,673 30,505,955 30,845,290
<INTEREST-LOAN> 1,758,808 508,173 1,032,700 1,569,650
<INTEREST-INVEST> 263,165 63,556 126,158 188,654
<INTEREST-OTHER> 52,425 10,115 18,888 28,255
<INTEREST-TOTAL> 2,074,398 581,844 1,177,746 1,786,559
<INTEREST-DEPOSIT> 523,780 163,222 339,701 521,505
<INTEREST-EXPENSE> 993,103 236,566 486,315 738,316
<INTEREST-INCOME-NET> 738,691 345,278 691,431 1,048,243
<LOAN-LOSSES> 120,146 23,573 48,735 72,719
<SECURITIES-GAINS> (9,212) (80) 1,542 2,270
<EXPENSE-OTHER> 1,405,083 305,575 613,239 904,402
<INCOME-PRETAX> 363,197 139,566 292,473 470,537
<INCOME-PRE-EXTRAORDINARY> 254,666 94,816 193,537 307,596
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 254,666 94,816 193,537 307,596
<EPS-PRIMARY> 1.60 .60 1.23 1.96
<EPS-DILUTED> 1.60 .60 1.23 1.96
<YIELD-ACTUAL> 5.38 5.41 5.41 5.42
<LOANS-NON> 190,399 177,517 170,576 140,923
<LOANS-PAST> 16,830 19,320 16,389 22,124
<LOANS-TROUBLED> 11,547 1,511 11,397 11,010
<LOANS-PROBLEM> 0 0 0 0
<ALLOWANCE-OPEN> 345,152 387,559 387,559 387,559
<CHARGE-OFFS> 125,011 30,834 59,097 87,246
<RECOVERIES> 44,730 12,453 22,334 31,513
<ALLOWANCE-CLOSE> 387,559 389,359 396,312 401,355
<ALLOWANCE-DOMESTIC> 233,159 389,359 396,312 401,355
<ALLOWANCE-FOREIGN> 0 0 0 0
<ALLOWANCE-UNALLOCATED> 154,400 0 0 0
</TABLE>
<PAGE>
Exhibit 99
NEWS RELEASE
June 6, 1996
FOR IMMEDIATE RELEASE
Media Contacts: Mary B. Ruble Joe Colmery
U. S. Bancorp California Bancshares, Inc.
(503) 275-6200 (510) 743-4201
Investor Contacts: Mary Gambee Patricia Stanton Donald F. Bowler, Jr.
U. S. Bancorp U. S. Bancorp U. S. Bancorp
(503) 275-6524 (503) 275-5773 (503) 275-5702
U. S. Bancorp Completes Acquisition of California Bancshares
PORTLAND, Ore--U. S. Bancorp (Nasdaq: USBC) announced today it has completed
its acquisition of California Bancshares, Inc. (Nasdaq: CABI), strengthening
its California operation and giving the company a significant presence in the
east San Francisco Bay area.
"We are confident this addition to our California operations will
allow us to more aggressively focus on this key state in our franchise
region," stated Gerry B. Cameron, chairman and CEO of U. S. Bancorp.
"Northern California offers us great opportunities for growth, and we are
anxious to add our strong products and services to those already offered our
new customers, especially in the areas of small business and investment
management."
Under terms of the acquisition, each share of California Bancshares
common stock has been converted into .95 shares of U. S. Bancorp stock. The
purchase method of accounting is being used in this transaction with
approximately 9.7 million shares of U. S. Bancorp stock issued in the
transaction. The transaction is valued at approximately $355 million based on
U. S. Bancorp's closing stock price of $36.625 on June 5, 1996.
With the acquisition now completed, U. S. Bancorp will operate the
nine California Bancshares banks as separate subsidiaries until their 38
branches are converted into U. S. Bank of California operations. This
conversion is expected to occur in the first quarter of 1997. Following the
conversion, U. S. Bank of California will have 95 branch offices in 27
Northern California counties.
Instructions for exchanging stock certificates will be mailed to
former California Bancshares stockholders in the next few weeks. All future
dividends will be tied to U. S. Bancorp stock, eliminating the California
Bancshares dividend which had been planned for July 1996, but qualifying
California Bancshares shareholders for the July 1, 1996, U. S. Bancorp
dividend payable to shareholders of record June 7, 1996.
California Bancshares is a $1.6 billion bank holding company with
the following bank subsidiaries: Alameda First National, Community First
National, Modesto Banking Co., Commercial Bank of Fremont, Lamorinda National
Bank, Bank of San Ramon Valley, Westside Bank, Concord Commercial Bank and
Bank of Milipitas.
U. S. Bancorp is the 26th largest bank holding company in the
nation with assets of approximately $33 billion. The Northwest based company
has over 600 branches and provides comprehensive financial products and
services to consumers and businesses in Northern California, Oregon,
Washington, Idaho, Nevada and Utah.
