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As filed with the Securities and Exchange Commission
on June 6, 1996. Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
U. S. BANCORP
(Exact name of registrant as specified in its charter)
Oregon 93-0571730
(State of incorporation) (IRS Employer Identification No.)
111 S.W. Fifth Avenue
Portland, Oregon 97204
(Address of principal executive offices) (Zip Code)
U. S. BANCORP STOCK OPTIONS ISSUED UPON CONVERSION OF
STOCK OPTIONS HELD BY EMPLOYEES AND DIRECTORS OF
CALIFORNIA BANCSHARES, INC.
(Full title of the plan)
Dwight V. Board
Executive Vice President
U. S. Bancorp
111 S.W. Fifth Avenue
Portland, Oregon 97204
Telephone (503) 275-3706
(Name, address, and telephone number of agent for service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
____________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, 591,453 shares (1) $8,654,850(1) $2,985(1)
$5 par value, and
options therefor
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(1) Pursuant to Rule 457(h), the aggregate offering price and the
registration fee have been computed upon the basis of the total offering
price for which outstanding options to purchase California Bancshares,
Inc., common stock, which are to be converted into options to purchase
U.S. Bancorp common stock with the same total offering price in
connection with the pending merger of California Bancshares, Inc., with
and into U.S. Bancorp, may be exercised.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities
and Exchange Commission are incorporated by reference in this registration
statement:
(a) The registrant's annual report on Form 10-K for the year ended
December 31, 1995.
(b) The registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 1996.
(c) The registrant's current reports on Form 8-K dated
December 26, 1995 (as amended by Amendment No. 1 filed February 6, 1996),
January 31, 1996, and March 11, 1996.
(d) The description of the registrant's Common Stock included as
Exhibit 28 to the registrant's quarterly report on Form 10-Q for the
quarter ended June 30, 1992.
All documents filed by the registrant subsequent to those listed
above pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
ORS 60.367, a section of the Oregon Business Corporation Act
("Act"), provides that any director held liable for an unlawful distribution
in violation of ORS 60.367 is entitled to contribution from (i) every other
director who voted for or assented to the distribution without complying with
the applicable statutory standards of conduct and (ii) each shareholder for
the amount the shareholder accepted knowing the distribution was made in
violation of the Act or the corporation's articles of incorporation.
Under Sections 60.387 to 60.414 of the Act, a person who is made a
party to a proceeding because such person is or was an officer or director of
a corporation (an "Indemnitee") shall be indemnified by the corporation
(unless the corporation's articles of incorporation provide otherwise) against
reasonable expenses incurred by the Indemnitee in connection with the
proceeding if the Indemnitee is wholly successful on the merits or otherwise
or if ordered by a court of competent jurisdiction. In addition, under said
sections a corporation is permitted to indemnify an Indemnitee against
liability incurred in a proceeding if (i) the Indemnitee's conduct was in good
faith and in a manner he or she reasonably believed was in the corporation's
best interests or at least not opposed to its best interests, (ii) the
Indemnitee had no reasonable cause to believe his or her conduct was unlawful
if the proceeding was a criminal proceeding, (iii) the Indemnitee was not
adjudged liable to the corporation if the proceeding was by or in the right of
the corporation (in which case indemnification is limited to the Indemnitee's
reasonable expenses in connection with the proceeding) and (iv) the Indemnitee
was not adjudged liable on the basis that he or she improperly received a
personal benefit.
Article VI of the registrant's Articles of Incorporation contains
the following provision:
"A. The Corporation shall indemnify each of its
directors and officers to the fullest extent permissible under
the Oregon Business Corporation Act, as the same exists or may
hereafter be amended, against all expense, liability, and loss
(including, without limitation, attorney fees) incurred or
suffered by such person by reason of or arising from the fact
that such person is or was a director or officer of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or
other enterprise, and such indemnification shall continue as
to a person who has ceased to be a director or officer and
shall inure to the benefit of his or her heirs, executors, and
administrators. The indemnification provided in this
paragraph A shall not be exclusive of any other rights to
which any person may be entitled under any statute, bylaw,
agreement, resolution of shareholders or directors, contract,
or otherwise."
The registrant has entered into an indemnification agreement with
each of its directors. Each such agreement provides that the registrant will
indemnify the director (i) to the full extent authorized or permitted by the
Act or any other applicable statute or the registrant's Articles of
Incorporation or Bylaws or any amendment thereof and (ii) against any
obligation to pay a judgment, settlement, penalty, fine or reasonable
expenses, including attorney fees (any of the foregoing, a "Liability")
incurred in connection with any claim (as defined), including a claim by or in
the right of the registrant; provided that no indemnity shall be paid by the
registrant (A) if a final decision by a court having jurisdiction shall
determine that such indemnification is unlawful, (B) on account of acts or
omissions by the director which are finally adjudged to have been not in good
faith or to have involved intentional misconduct or a knowing violation of law
or (C) on account of Liability under Section 16(b) of the Securities Exchange
Act of 1934 or any similar provision of federal or state statutory law.
Each such agreement also provides that the registrant will maintain
in effect, as long as the director continues to serve in such capacity and
thereafter so long as he or she is subject to any possible claim, directors'
and officers' liability insurance coverage at least comparable to the coverage
provided at the date the agreement was entered into unless such insurance is
not reasonably available or the premium cost is substantially disproportionate
to the amount or scope of coverage. In the event the registrant does not
maintain such insurance coverage, the registrant agrees to indemnify the
director to the full extent of the coverage in effect at the date the
agreement was entered into.
The registrant maintains directors' and officers' liability
insurance under which the registrant's directors and officers are insured
against loss (as defined) as a result of claims brought against them based
upon their acts or omissions in such capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located at page II-5.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus
required by Section 10(a)(3) of the
Securities Act of 1933 ("Securities Act");
(ii) To reflect in the prospectus any
facts or events arising after the effective
date of the registration statement (or the
most recent post-effective amendment
thereof) which, individually or in the
aggregate, represent a fundamental change in
the information set forth in the
registration statement;
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in the
registration statement or any material
change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act")
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue. The undertaking of the registrant in the
preceding sentence does not apply to insurance against liability arising under
the Securities Act.
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SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Portland, state of Oregon, on the
5th day of June, 1996.
U. S. BANCORP
(Registrant)
By /s/ Dwight V. Board
Dwight V. Board
Executive Vice President
___________________________________________
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 5th day of June, 1996.
Signature Title
(1) Principal Executive Chairman of the Board and
Officer and Director: Chief Executive Officer and
Director
GERRY B. CAMERON*
(2) Principal Financial and Executive Vice President and
Accounting Officer: Chief Financial Officer
STEVEN P. ERWIN*
(3) A majority of the Board
of Directors:
HARRY BETTIS*
CAROLYN SILVA CHAMBERS*
FRANKLIN G. DRAKE*
ROBERT L. DRYDEN* Director
JOHN B. FERY*
JOSHUA GREEN III*
DANIEL R. NELSON*
ALLEN T. NOBLE*
PAUL A. REDMOND*
BENJAMIN R. WHITELEY*
*By /s/ Dwight V. Board
Dwight V. Board, Attorney-in-Fact
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INDEX TO EXHIBITS
5. Opinion of Miller, Nash, Wiener, Hager & Carlsen LLP as to the
legality of the securities being registered.
23.1 Consent of Deloitte & Touche LLP with respect to financial statements
of the registrant.
23.2 Consent of Coopers & Lybrand L.L.P. with respect to financial
statements of West One Bancorp.
23.3 Consent of Miller, Nash, Wiener, Hager & Carlsen LLP (included in
Exhibit 5).
24. Power of attorney of certain officers and directors.
Other exhibits listed in Item 601 to Regulation S-K are not
applicable.
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EXHIBIT 5
MILLER, NASH, WIENER, HAGER & CARLSEN LLP
ATTORNEYS AND COUNSELORS AT LAW
3500 U. S. BANCORP TOWER
111 S.W. FIFTH AVENUE
PORTLAND, OREGON 97204-3699
TELEPHONE (503) 224-5858
FACSIMILE (503) 224-0155
June 5, 1996
U. S. Bancorp
111 S.W. Fifth Avenue
Portland, Oregon 97204
Subject: U. S. Bancorp
Registration Statement on Form S-8 Relating
to the Conversion of Stock Options Held by
Employees and Directors of California
Bancshares, Inc.
Gentlemen:
Reference is made to the Registration Statement on Form S-8
("Registration Statement") to be filed by U. S. Bancorp, an Oregon corporation
("Bancorp"), with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended (the "Securities
Act"), 591,453 shares of Bancorp's Common Stock, par value $5 per share
("Common Stock"), together with options therefor (the "Options"). These
shares represent the maximum number of shares of Common Stock which may be
issued upon the exercise of Options to be issued upon the conversion into such
Options, effective with consummation of the merger of California Bancshares,
Inc., with and into U. S. Bancorp (the "Merger"), of outstanding stock options
held by employees and directors to purchase shares of the common stock of
California Bancshares, Inc.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, certificates of
public officials, and other documents as we have deemed necessary or relevant
as a basis for the opinion set forth herein.
Based on the foregoing, it is our opinion that:
1. The Options have been duly approved by all necessary corporate
action and, when such Options are issued in connection with the
consummation of the Merger, such Options will have been legally issued.
2. The shares of Common Stock to be issued upon the exercise of
Options have been duly authorized for issuance.
3. When shares of Common Stock are issued and sold by Bancorp
upon the exercise of Options (i) while the Registration Statement is
effective, (ii) in compliance with state securities laws, and (iii)
payment for such shares to the extent and in the manner required by the
agreements evidencing such Options and not less than the par value
thereof is received by Bancorp, such shares will be legally issued,
fully paid and nonassessable.
We consent to the use of this opinion in the Registration
Statement and in any amendments thereof. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
MILLER, NASH, WIENER, HAGER &
CARLSEN LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
U. S. Bancorp on Form S-8 of our report dated January 19, 1995, on our audits
of the consolidated financial statements of West One Bancorp and subsidiaries
as of December 31, 1994, and for each of the two years in the period ended
December 31, 1994, which report includes an explanatory paragraph relating to
West One Bancorp's change in accounting for investment securities in 1993 and
is included in U. S. Bancorp's 1995 Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
Boise, Idaho
June 5, 1996
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
U. S. Bancorp on Form S-8 of our report dated January 30, 1996 (February 11,
1996 as to the final paragraph of Note 2), appearing in the Annual Report on
Form 10-K of U. S. Bancorp for the year ended December 31, 1995.
/s/ DELOITTE & TOUCHE LLP
Portland, Oregon
June 5, 1996
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each person whose signature appears below designates and appoints
GERRY B. CAMERON, DWIGHT V. BOARD, SHERYL W. DAWSON, and DEBORAH B. GOLDBERG,
and each of them, his true and lawful attorneys-in-fact and agents to sign a
registration statement on Form S-8 to be filed by U. S. Bancorp, an Oregon
corporation, with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, for the purpose of registering 591,453 shares of
common stock, $5 par value, of U. S. Bancorp which may be issued upon the
exercise of options to be issued upon the conversion of outstanding stock
options to purchase shares of common stock, $2.50 par value, of California
Bancshares, Inc., upon the consummation of the merger of California
Bancshares, Inc., with and into U. S. Bancorp, together with any and all
amendments (including post-effective amendments) to the registration
statement. Each person whose signature appears below also grants full power
and authority to these attorneys-in-fact and agents to take any action and
execute any instruments that they deem necessary or desirable in connection
with the preparation and filing of the registration statement, as fully as he
could do in person, hereby ratifying and confirming all that the attorneys-in-
fact and agents or their substitutes may lawfully do or cause to be done.
IN WITNESS WHEREOF, this power of attorney has been executed by
each of the undersigned as of the 3rd day of June, 1996.
Signature Title
- --------- -----
/s/ Gerry B. Cameron Chairman of the Board and Chief
Gerry B. Cameron Executive Officer and Director (Principal
Executive Officer)
/s/ Steven P. Erwin Executive Vice President and
Steven P. Erwin Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ Harry Bettis Director
Harry Bettis
/s/ Carolyn Silva Chambers Director
Carolyn Silva Chambers
/s/ Franklin G. Drake Director
Franklin G. Drake
/s/ Robert L. Dryden Director
Robert L. Dryden
/s/ John B. Fery Director
John B. Fery
/s/ Joshua Green III Director
Joshua Green III
/s/ Daniel R. Nelson Director
Daniel R. Nelson
/s/ Allen T. Noble Director
Allen T. Noble
/s/ Paul A. Redmond Director
Paul A. Redmond
Director
N. Stewart Rogers
/s/ Benjamin R. Whiteley Director
Benjamin R. Whiteley
