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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):
December 26, 1995
_____________
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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ITEM 5. OTHER EVENTS.
The merger (the "Merger") of West One Bancorp ("West One") with and
into the registrant pursuant to an Agreement and Plan of Merger dated as of
May 5, 1995, was consummated on December 26, 1995. West One, a registered
bank holding company headquartered in Boise, Idaho, had total assets of $9.2
billion and total deposits of $7.1 billion at September 30, 1995. The Merger
was approved by the shareholders of West One and of the registrant on
October 3, 1995, and final regulatory approval was received on December 11,
1995.
In the Merger, each outstanding share of West One common stock,
other than treasury shares and certain shares held by the registrant or any of
its subsidiaries, was converted into the right to receive 1.47 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 December 26, 1995, $31.925 per
share. Approximately 55 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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
The following financial statements of West One Bancorp and
Subsidiaries are filed as part of this report:
Consolidated Balance Sheets at December 31, 1994, and 1993.*
Consolidated Statements of Income for the years ended
December 31, 1994, 1993, and 1992.*
Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1994, 1993, and 1992.*
Consolidated Statements of Cash Flows for the years ended
December 31, 1994, 1993, and 1992.*
Notes to Consolidated Financial Statements.*
Report of Independent Accountants.*
Consolidated Balance Sheets at September 30, 1995, and 1994,
and December 31, 1994.
Consolidated Statements of Income for the quarter and for the
nine months ended September 30, 1995, and 1994.
Consolidated Statements of Cash Flows for the nine months
ended September 30, 1995, and 1994.
Notes to Quarterly Consolidated Financial Statements.
__________________________
*Incorporated by reference to Item 7 of the registrant's Current Report on
Form 8-K dated August 30, 1995.
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(b) Pro Forma Financial Information
The following unaudited pro forma financial information of
U. S. Bancorp and Subsidiaries is filed as part of this
report:
Pro Forma Condensed Balance Sheet dated September 30, 1995.
Pro Forma Condensed Statement of Income for the nine months
ended September 30, 1995.
Notes to Pro Forma Condensed Financial Statements.
Pro Forma Condensed Statement of Income for the year ended
December 31, 1994.*
Pro Forma Condensed Statement of Income for the year ended
December 31, 1993.*
Pro Forma Condensed Statement of Income for the year ended
December 31, 1992.*
Notes to Pro Forma Condensed Financial Statements.*
__________________________
*Incorporated by reference to Item 7 of the registrant's Current Report on
Form 8-K dated August 30, 1995.
(c) Exhibits.
See the accompanying exhibit index.
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<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS (Unaudited)
WEST ONE BANCORP AND SUBSIDIARIES
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September 30, December 31,
<S> <C> <C> <C>
Dollars in thousands 1995 1994 1994
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ASSETS
Cash and due from banks $ 524,887 $ 512,807 $ 632,577
Federal funds sold, securities
purchased under agreements to
resell and other 237,043 61,117 112,516
______________________________________________________________________________
Securities:
Available for sale 1,165,851 1,040,237 1,139,765
Held to maturity 602,386 600,329 581,155
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Total securities 1,768,237 1,640,566 1,720,920
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Loans:
Real estate - mortgage 2,275,204 2,085,354 2,207,247
Real estate - construction 351,265 298,185 319,228
Commercial and agricultural 2,423,344 2,176,550 2,205,459
Consumer 1,238,638 1,123,140 1,172,616
Leases 175,361 156,228 160,873
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Total loans 6,463,812 5,839,457 6,065,423
Allowance for credit losses (83,094) (79,417) (81,757)
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Net loans 6,380,718 5,760,040 5,983,666
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Premises and equipment 123,867 124,992 128,506
Interest receivable 73,311 61,512 66,605
Other assets 136,440 147,066 147,909
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Total assets $9,244,503 $8,308,100 $8,792,699
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LIABILITIES
Deposits:
Noninterest bearing $1,437,361 $1,335,355 $1,397,843
Interest bearing demand 687,129 714,385 749,755
Regular and money market savings 2,030,400 2,063,256 2,086,718
Time certificates under $100,000 1,983,221 1,688,429 1,755,013
Time certificates $100,000 and over 938,869 757,598 821,553
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Total deposits 7,076,980 6,559,023 6,810,882
Federal funds purchased and securities
sold under agreements to repurchase 462,013 458,917 804,161
Other short-term borrowings 526,565 326,794 122,153
Long-term debt 315,887 188,044 253,073
Other liabilities 104,176 90,956 86,661
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Total liabilities 8,485,621 7,623,734 8,076,930
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SHAREHOLDERS' EQUITY
Common stock - $1.00 par value;
75,000,000 shares authorized;
36,922,837, 35,555,744 and
36,745,368 shares issued 36,923 35,556 36,745
Capital surplus 290,191 320,950 327,879
Retained earnings 430,087 333,228 364,041
Unrealized gain (loss) on
securities, net of tax 1,681 (5,368) (12,896)
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Total shareholders' equity 758,882 684,366 715,769
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Total liabilities and
shareholders' equity $9,244,503 $8,308,100 $8,792,699
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The accompanying notes are an integral part of the financial statements.
</TABLE>
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<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
WEST ONE BANCORP AND SUBSIDIARIES
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For the quarter ended For the nine months
<S> <C> <C> <C> <C>
Dollars in thousands September 30, ended September 30,
except per share data 1995 1994 1995 1994
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INTEREST INCOME
Loans $149,832 $122,203 $432,891 $341,245
Short-term investments 2,103 586 4,801 2,008
Interest and dividends on securities:
United States Treasury and
Government agencies 13,147 8,662 35,794 22,954
State and municipal bonds 7,995 7,770 23,126 22,484
Mortgage-backed securities 4,298 3,900 12,098 11,280
Other 2,445 2,158 7,024 7,251
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Total interest income 179,820 145,279 515,734 407,222
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INTEREST EXPENSE
Deposits 66,574 46,970 189,268 126,284
Federal funds purchased and securities
sold under agreements to repurchase 7,951 5,983 24,029 14,856
Other short-term borrowings 5,944 2,810 11,853 7,885
Long-term debt 4,847 2,230 14,575 5,805
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Total interest expense 83,316 57,993 239,725 154,830
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Net interest income 94,504 87,286 276,009 252,392
Provision for credit losses 2,828 3,046 9,298 10,822
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Net interest income after
provision for credit losses 91,676 84,240 266,711 241,570
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NONINTEREST INCOME
Trust fees and commissions 3,685 3,526 11,182 10,872
Service charges on deposit accounts 10,847 10,171 31,286 29,068
Other service charges, fees
and commissions 16,046 12,897 44,873 35,438
Other 6,791 2,128 12,663 10,231
Gain (loss) on sale of securities 111 (327) (37) (812)
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Total noninterest income 37,480 28,395 99,967 84,797
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NONINTEREST EXPENSE
Employee compensation and benefits 41,686 36,385 118,430 105,424
Outside services 9,970 8,132 28,639 23,708
Equipment 5,524 5,075 16,626 16,179
Net occupancy 5,577 5,356 16,322 15,101
Insurance and miscellaneous taxes 1,379 4,932 11,556 14,395
Marketing 2,776 2,514 7,919 7,456
Postage and courier 2,738 2,442 8,200 7,187
Supplies 1,745 1,767 5,568 5,425
Telephone 1,902 2,020 5,862 5,616
Other 6,353 5,874 16,783 17,326
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Total noninterest expense 79,650 74,497 235,905 217,817
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Income before taxes 49,506 38,138 130,773 108,550
Provision for income taxes 16,634 11,077 40,885 32,651
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Net income $ 32,872 $ 27,061 $ 89,888 $ 75,899
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Primary earnings per share $ .90 $ .76 $ 2.44 $ 2.14
Fully diluted earnings per share .88 .72 2.35 2.03
Dividends declared per share .22 .18 .66 .54
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</TABLE>
The accompanying notes are an integral part of the financial statements.
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<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
WEST ONE BANCORP AND SUBSIDIARIES
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For the nine months ended
September 30,
<S> <C> <C>
Dollars in thousands 1995 1994
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $89,888 $75,899
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for credit losses 9,298 10,822
Depreciation of premises and equipment 13,230 12,193
Amortization and accretion of premiums and discounts 7,639 8,483
Amortization of intangible and other assets 8,350 8,595
Originations of real estate loans held for sale (228,898) (220,808)
Proceeds from real estate and other loans sold 249,772 248,046
Net gain on sale of real estate and other loans (7,326) (2,740)
Net loss on sale of securities 37 813
Purchase of trading account securities (90,752) (68,271)
Sale of trading account securities 90,624 68,881
Change in assets and liabilities:
Interest receivable (6,706) (10,191)
Other assets (3,377) (5,759)
Other liabilities 18,439 999
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Net cash provided by operating activities 150,218 126,962
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CASH FLOWS FROM INVESTING ACTIVITIES:
Change in short-term investments,
maturities less than 90 days (124,262) (36,702)
Purchase of securities available for sale (456,928) (481,190)
Maturity of securities available for sale 251,449 263,157
Sale of securities available for sale 197,689 253,218
Purchase of securities held to maturity (51,402) (62,538)
Maturity of securities held to maturity 25,233 25,564
Sale of securities held to maturity 3,894 --
Change in net loans and leases (421,926) (481,977)
Purchase of premises and equipment (8,549) (12,564)
Sale of premises and equipment 158 228
Additions to intangible assets (6,517) (8,984)
Sale of other real estate owned 5,046 6,016
Cash provided by acquisitions 4,342 175,874
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Net cash used by investing activities (581,773) (359,898)
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</TABLE>
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<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
WEST ONE BANCORP AND SUBSIDIARIES
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For the nine months ended
September 30,
<S> <C> <C>
Dollars in thousands 1995 1994
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CASH FLOWS FROM FINANCING ACTIVITIES:
Change in deposits 261,348 349,340
Change in short-term borrowings,
maturities less than 90 days (139,904) (106,069)
Proceeds from short-term borrowings 229,871 37,324
Payments on short-term borrowings (28,816) (44,912)
Additions to long-term debt 142,556 80,000
Payments on long-term debt (29,864) (8,309)
Proceeds from issuance of common stock 3,375 6,844
Repurchase of common stock (90,897) --
Cash dividends paid (23,804) (18,859)
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Net cash provided by financing activities 323,865 295,359
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Net (decrease) increase in cash and due from banks (107,690) 62,423
Cash and due from banks-January 1 632,577 450,384
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Cash and due from banks-September 30 $524,887 $512,807
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SUPPLEMENTAL INFORMATION:
Interest paid $234,005 $150,981
Income taxes paid 36,340 39,436
NONCASH ACTIVITIES:
Redemption of convertible subordinated debentures 49,883 --
Loans held for sale transferred to the loan portfolio 24,715 22,772
Loan charge-offs 14,617 13,861
Transfer of loans to other real estate owned 2,133 8,256
Tax benefit of stock options exercised 582 829
Dividends declared not paid 8,123 6,400
Acquisitions:
Securities and short-term investments -- 52,199
Net loans -- 41,601
Premises and equipment 250 2,028
Intangible assets 161 11,249
Other assets, net -- 54
Deposits 4,750 276,636
Equity -- 10,369
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</TABLE>
The accompanying notes are an integral part of the financial statements.
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NOTES TO QUARTERLY CONSOLIDATED FINANCIAL STATEMENTS
West One Bancorp and Subsidiaries
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These statements are unaudited financial statements and should be read in
conjunction with the 1994 Annual Report of West One Bancorp and Subsidiaries
(West One). All adjustments (consisting only of normal recurring accruals and
the acquisitions as discussed below) which are, in the opinion of management,
necessary to present fairly the consolidated financial position, results of
operations and cash flows have been made in the accompanying financial
statements.
MERGER WITH U. S. BANCORP
- ------------------------
On May 5, 1995, U. S. Bancorp entered into an Agreement and Plan of Merger
(the Merger Agreement) with West One Bancorp, an Idaho corporation (West One),
pursuant to which West One will be merged with and into U. S. Bancorp (the
Merger). As a result of the Merger, each outstanding share of West One's
common stock, par value $1.00 per share (West One Common Stock), will be
converted into 1.47 shares of U. S. Bancorp Common Stock, par value $5.00 per
share (U. S. Bancorp Common Stock). The Merger Agreement was approved by the
shareholders of West One Bancorp and U. S. Bancorp on October 3, 1995. The
Merger is subject to approval by certain regulatory agencies and is expected
to be completed by year-end 1995 as a pooling of interests.
As a condition to entering into the Merger Agreement, on May 6, 1995, U. S.
Bancorp and West One entered into (i) a Stock Option Agreement between West
One, as issuer, and U. S. Bancorp, as grantee (the West One Stock Option
Agreement), pursuant to which West One granted to U. S. Bancorp the right upon
the terms and subject to the conditions set forth therein, to purchase up to
19.9% of the outstanding shares of West One Common Stock at a price of $34.00
per share, and (ii) a Stock Option Agreement between U. S. Bancorp, as issuer,
and West One as grantee (the U. S. Bancorp Stock Option Agreement), pursuant
to which U. S. Bancorp granted to West One the right to purchase up to 19.9%
of the outstanding shares of U. S. Bancorp Common Stock at a price of $28.00
per share.
RECLASSIFICATION
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Certain reclassifications of 1994 amounts were made to conform with the 1995
presentation, none of which affects previously reported net income.
SALE OF HELD-TO-MATURITY SECURITIES
- -----------------------------------
In the first nine months of 1995, held-to-maturity securities of four issuers
were sold because downgrades in credit quality caused the securities to fall
below West One's investment policy guidelines. The combined amortized cost of
the securities sold was $3.8 million and a net gain of $50 thousand was
realized on the sales.
ACQUISITIONS
- ------------
West One acquired the financial institutions listed below in transactions
accounted for as poolings of interests. The acquisitions were not material to
West One's financial position, results of operations and cash flows and prior
year financial statements have not been restated.
o November 10, 1994, National Security Bank with assets of $132 million in
exchange for 1,101,832 shares of West One Common Stock.
o September 2, 1994, Valley Commercial Bank, a two-branch $64 million bank
headquartered in Clarkston, Washington, in exchange for 404,523 shares of
West One Bancorp common stock.
o January 21, 1994, Idaho State Bank with assets of $50 million in exchange
for 133,332 shares of West One Bancorp common stock.
On April 15, 1994, West One Bancorp acquired ten Far West Federal Savings Bank
branches in Oregon from the Resolution Trust Corporation. The transaction
included the receipt of $160 million in cash, $2 million of premises and
equipment, $11 million of intangible assets and the assumption of $173 million
of deposits and other liabilities. The transaction was accounted for as a
purchase.
OTHER EVENTS
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During the third quarter of 1995, West One called and redeemed outstanding
7.75% convertible subordinated debentures due 2006 with $77 million of
treasury stock purchased during the second quarter of 1995.
In May 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 122, "Accounting for Mortgage
Servicing Rights" which becomes effective in 1996. During the first quarter
of 1995, West One implemented SFAS No. 114, "Accounting by Creditors for
Impairment of a Loan," SFAS No. 116, "Accounting for Contributions Received
and Contributions Made" and SFAS No. 118, "Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosures." None of these
statements have had or is expected to have a material effect on West One's
financial condition, results of operations, cash flows or related disclosures.
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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________________________
Steven P. Erwin
Executive Vice President and
Chief Financial Officer
Dated: January __, 1996
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INDEX TO EXHIBITS
2 Agreement and Plan of Merger dated as of May 5, 1995,
between the registrant and West One Bancorp. Incorporated
by reference to Exhibit 2 to the registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995.
23 Consent of Coopers & Lybrand L.L.P. Incorporated by
reference to Exhibit 23 to the registrant's Current Report
on Form 8-K dated August 30, 1995.
