<PAGE>
As filed with the Securities and Exchange Commission on August 1, 1997
Registration No. 333-______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
U.S. BANCORP
(Formerly known as First Bank System, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 41-0255900
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
(Address of Principal Executive Offices) (Zip Code)
U.S. BANCORP
EMPLOYEE INVESTMENT PLAN
(Full title of the plan)
Lee R. Mitau, Esq.
U.S. Bancorp Copy to: Patrick F. Courtemanche, Esq.
First Bank Place Dorsey & Whitney LLP
601 Second Avenue South Pillsbury Center South
Minneapolis, Minnesota 55402-4302 220 South Sixth Street
(Name and address of agent for service) Minneapolis, Minnesota 55402-1498
(612) 973-1111
(Telephone number, including area code, of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share(1) price (1) fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.25 par value 2,000,000 $ 87.00 $174,000,000 $52,728
=========================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
and the proposed maximum aggregate offering price are based upon the
average of the high and low prices of the Common Stock as reported on the
New York Stock Exchange on July 25, 1997.
Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests in the U.S.
Bancorp Employee Investment Plan to be offered and sold pursuant to such
plan.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents that have been filed by U.S. Bancorp (formerly
known as First Bank System, Inc.)(the "Company") with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement, as of their respective dates:
(a) First Bank System, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1996;
(b) First Bank System, Inc.'s Quarterly Report on Form 10-Q for the
quarter ending March 31, 1997;
(c) First Bank System, Inc.'s two Current Reports on Form 8-K filed
March 20, 1997 and the Current Report on Form 8-K filed June 24, 1997;
(d) the description of the Company's Common Stock contained in Item 1
of the Registration Statement on Form 8-A dated March 19, 1984, as
amended in its entirety by that Form 8 Amendment dated February 26,
1993 and that Form 8-A/A-2 dated October 6, 1994, and any amendment or
report filed for the purpose of updating such description filed
subsequent to the date of this Prospectus and prior to the termination
of the offering described herein.
All documents filed by the Company or by the Company's Employee
Investment Plan (the "Plan") pursuant to Section 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
to the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby 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 respective dates of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The description of the Company's capital stock to be offered pursuant
to this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
Article Ninth of the Company's Restated Certificate of Incorporation
provides that a director shall not be liable to the Company or its stockholders
for monetary damages for a breach of
-2-
<PAGE>
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) under the Delaware statutory provision
making directors personally liable for unlawful payment of dividends or
unlawful stock repurchases or redemptions, or (iv) for any transaction for
which the directors derived an improper personal benefit.
The Bylaws of the Company provide that the officers and directors of
the Company shall be indemnified to the full extent permitted by the Delaware
General Corporation Law, as amended from time to time. The Board of Directors
has discretion to indemnify any employee of the Company for actions arising by
reason of the employee's employment with the Company. Expenses incurred by
officers and directors in defending actions, suits, or proceedings shall be paid
by the Company in advance of any final disposition if such officer or director
agrees to repay such amounts if it is ultimately determined that he or she is
not entitled to be indemnified under Delaware law.
The Company maintains a standard policy of officers' and directors'
liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No securities are to be reoffered or resold pursuant to this
Registration Statement.
ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
4.1 Specimen certificate representing the Common Stock of the
Company.
4.2 Form of Proposed Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.3 to the
Company's Registration Statement on Form S-4, dated June 17,
1997, File No. 333-29409).
4.3 Form of Proposed Bylaws of the Company (incorporated by
reference to Exhibit 3.4 to the Company's Registration
Statement on Form S-4, File No. 333-29409).
4.4 Certificate of Designation for the Company's Series 1990A
Preferred Stock (incorporated by reference to Exhibit 4.4 to
Amendment No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).
4.5 Stock Purchase Agreement, dated as of May 30, 1990, among
Corporate Partners, L.P., Corporate Offshore Partners, L.P.,
The State Board of Administration of Florida and the Company
(without exhibits) (incorporated by reference to Exhibit 4.8
to Amendment No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).
4.6 First Amendment, dated as of June 30, 1990, to Stock Purchase
Agreement among Corporate Partners, L.P., Corporate Offshore
Partners, L.P., The State Board of Administration of Florida
and the Company (incorporated by reference to Exhibit 4.9 to
Amendment No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).
-3-
<PAGE>
4.7 Second Amendment, dated as of July 18, 1990, to Stock
Purchase Agreement among Corporate Partners, L.P., Corporate
Offshore Partners, L.P., The State Board of Administration of
Florida and the Company (incorporated by reference to Exhibit
4.10 to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 33-42650).
4.8 Stock Purchase Agreement, dated as of May 30, 1990, between
The State Board of Administration of Florida and the Company
(without exhibits) (incorporated by reference to Exhibit 4.11
to Amendment No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).
4.9 Form of Periodic Stock Purchase Right (incorporated by
reference to Exhibit 4.12 to Amendment No. 1 to the Company's
Registration Statement on Form S-3, File No. 33-42650).
4.10 Form of Risk Event Warrant (incorporated by reference to
Exhibit 4.13 to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 33-42650).
4.11 Registration Rights Agreement, dated as of July 18, 1990,
among Corporate Partners, L.P., Corporate Offshore Partners,
L.P., The State Board of Administration of Florida and the
Company (incorporated by reference to Exhibit 4.14 to
Amendment No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).
4.12 Registration Rights Agreement, dated as of July 18, 1990,
between The State Board of Administration of Florida and the
Company (incorporated by reference to Exhibit 4.14 to
Amendment No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).
4.13 Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies
of instruments defining the rights of holders of long-term
debt are not filed. The Company agrees to furnish a copy
thereof to the Securities and Exchange Commission upon
request.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney.
The Company has submitted or will submit the Plan and any amendments
thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code of 1986, as amended.
-4-
<PAGE>
ITEM 9. UNDERTAKINGS.
A. POST-EFFECTIVE AMENDMENTS.
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;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
-5-
<PAGE>
B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
C. CLAIMS FOR INDEMNIFICATION.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
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 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 other 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 Act and will be governed by the final
adjudication of such issue.
-6-
<PAGE>
SIGNATURES
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 Minneapolis, State of Minnesota, on August 1, 1997.
U.S. BANCORP
By /s/ John F. Grundhofer
---------------------------------
John F. Grundhofer
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
NAME TITLE DATE
---- ----- ----
/S/ John F. Grundhofer President Chief August 1, 1997
- -------------------------- Executive Officer and Director
John F. Grundhofer (principal executive officer)
/S/ Susan E. Lester Executive Vice President and August 1, 1997
- -------------------------- Chief Financial Officer
Susan E. Lester (principal financial officer)
/S/ David J. Parrin Senior Vice President and August 1, 1997
- -------------------------- Controller (principal
David J. Parrin accounting officer)
*
- -------------------------- Director August 1, 1997
Linda L. Ahlers
*
- -------------------------- Director August 1, 1997
Harry L. Bettis
*
- -------------------------- Director and Chairman August 1, 1997
Gerry B. Cameron
*
- -------------------------- Director August 1, 1997
Carolyn Silva Chambers
*
- -------------------------- Director August 1, 1997
Arthur D. Collins, Jr.
*
- -------------------------- Director August 1, 1997
Peter H. Coors
*
- -------------------------- Director August 1, 1997
Franklin G. Drake
*
- -------------------------- Director August 1, 1997
Robert L. Dryden
-7-
<PAGE>
NAME TITLE DATE
---- ----- ----
*
- -------------------------- Director August 1, 1997
John B. Fery
*
- -------------------------- Director August 1, 1997
Joshua Green III
*
- -------------------------- Director August 1, 1997
Roger L. Hale
*
- -------------------------- Director August 1, 1997
Delbert W. Johnson
*
- -------------------------- Director August 1, 1997
Norman M. Jones
*
- -------------------------- Director August 1, 1997
Richard L. Knowlton
*
- -------------------------- Director August 1, 1997
Jerry W. Levin
*
- -------------------------- Director August 1, 1997
Kenneth A. Macke
*
- -------------------------- Director August 1, 1997
Allen T. Noble
*
- -------------------------- Director August 1, 1997
Edward J. Phillips
*
- -------------------------- Director August 1, 1997
Paul A. Redmond
*
- -------------------------- Director August 1, 1997
S. Walter Richey
*
- -------------------------- Director August 1, 1997
Richard L. Robinson
*
- -------------------------- Director August 1, 1997
N. Stewart Rogers
- -------------------------- Director August 1, 1997
Richard L. Schall
-8-
<PAGE>
NAME TITLE DATE
---- ----- ----
*
- -------------------------- Director August 1, 1997
Walter Scott, Jr.
*
- -------------------------- Director August 1, 1997
Benjamin R. Whiteley
*By /S/ David J. Parrin
-----------------------
David J. Parrin
Pro se and as Attorney-in-fact
-9-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Minneapolis, State of
Minnesota, on the 1st day of August, 1997.
U.S. BANCORP
EMPLOYEE INVESTMENT PLAN
By: U.S. Bancorp Employee Investment Plan
Benefit Administration Committee
By: /s/ Joseph O. Weissenborn
--------------------------------------
Joseph O. Weissenborn
Benefit Administration Committee Member
-10-
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
4.1 Specimen certificate representing the Common Stock of the
Company.
4.2 Form of Proposed Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.3 to the
Company's Registration Statement on Form S-4, dated June 17,
1997, File No. 333-29409).
4.3 Form of Proposed Bylaws of the Company (incorporated by
reference to Exhibit 3.4 to the Company's Registration
Statement on Form S-4, File No. 333-29409).
4.4 Certificate of Designation for the Company's Series 1990A
Preferred Stock (incorporated by reference to Exhibit 4.4 to
Amendment No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).
4.5 Stock Purchase Agreement, dated as of May 30, 1990, among
Corporate Partners, L.P., Corporate Offshore Partners, L.P.,
The State Board of Administration of Florida and the Company
(without exhibits) (incorporated by reference to Exhibit 4.8
to Amendment No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).
4.6 First Amendment, dated as of June 30, 1990, to Stock Purchase
Agreement among Corporate Partners, L.P., Corporate Offshore
Partners, L.P., The State Board of Administration of Florida
and the Company (incorporated by reference to Exhibit 4.9 to
Amendment No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).
4.7 Second Amendment, dated as of July 18, 1990, to Stock
Purchase Agreement among Corporate Partners, L.P., Corporate
Offshore Partners, L.P., The State Board of Administration of
Florida and the Company (incorporated by reference to Exhibit
4.10 to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 33-42650).
4.8 Stock Purchase Agreement, dated as of May 30, 1990, between
The State Board of Administration of Florida and the Company
(without exhibits) (incorporated by reference to Exhibit 4.11
to Amendment No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).
4.9 Form of Periodic Stock Purchase Right (incorporated by
reference to Exhibit 4.12 to Amendment No. 1 to the Company's
Registration Statement on Form S-3, File No. 33-42650).
4.10 Form of Risk Event Warrant (incorporated by reference to
Exhibit 4.13 to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 33-42650).
-11-
<PAGE>
4.11 Registration Rights Agreement, dated as of July 18, 1990,
among Corporate Partners, L.P., Corporate Offshore Partners,
L.P., The State Board of Administration of Florida and the
Company (incorporated by reference to Exhibit 4.14 to
Amendment No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).
4.12 Registration Rights Agreement, dated as of July 18, 1990,
between The State Board of Administration of Florida and the
Company (incorporated by reference to Exhibit 4.14 to
Amendment No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).
4.13 Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies
of instruments defining the rights of holders of long-term
debt are not filed. The Company agrees to furnish a copy
thereof to the Securities and Exchange Commission upon
request.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney.
-12-
<PAGE>
[FRONT OF CERTIFICATE]
NUMBER SHARES
US________ _________
COMMON STOCK COMMON STOCK
U.S. BANCORP
INCORPORATED UNDER THE LAWS CUSIP 902973 10 6
OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
IS THE OWNER OF _______________________________________________________________
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK
OF $1.25 PAR VALUE OF
U.S. BANCORP, TRANSFERABLE ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF
IN PERSON OR BY DULY AUTHORIZED ATTORNEY, UPON SURRENDER OF THIS CERTIFICATE
PROPERLY ENDORSED. THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY THE
TRANSFER AGENT AND REGISTERED BY THE REGISTRAR.
WITNESS THE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES OF ITS DULY
AUTHORIZED OFFICERS.
DATED:
U.S. BANCORP
CORPORATE SEAL
1929
DELAWARE
/s/ Lee R. Matau /s/ John. F. Grundhofer
- ------------------------------ ----------------------------------------
Secretary President and Chief Executive Officer
Countersigned and Registered:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
Transfer Agent and Registrar
/s/
- -----------------------------------
Authorized Signature
<PAGE>
[BACK OF CERTIFICATE]
U.S. Bancorp will furnish without charge to each shareholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. Such requests may be made to the office of the secretary of the
Corporation or to the transfer agent.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C>
TEN COM- as tenant in common UNIF GIFT MIN ACT- _________ CUSTODIAN ________
TEN ENT- as tenants by the entireties (Cust) (Minor)
JT TEN- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act __________________________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED _______________________HEREBY SELL, ASSIGN, AND TRANSFER
UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE ___________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_____________________________________ SHARES OF THE CAPITAL STOCK REPRESENTED BY
THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT
___________________________ ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF
THE WITHIN-NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED
AFFIX MEDALLION SIGNATURE
GUARANTEE IMPRINT BELOW _______________________________________
(SIGNATURE)
_______________________________________
(SIGNATURE)
_______________________________________
ABOVE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.
THE SIGNATURE(S) MUST BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION SUCH
AS A SECURITIES BROKER/DEALER,
COMMERCIAL BANK & TRUST COMPANY, SAVINGS
AND LOAN ASSOCIATION OR A CREDIT UNION
PARTICIPATING IN A MEDALLION PROGRAM
APPROVED BY THE SECURITIES TRANSFER
ASSOCIATION, INC.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the U.S. Bancorp Employee Investment Plan to be filed on or
around August 1, 1997 of our report dated January 9, 1997, with respect to the
consolidated financial statements of First Bank System, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1996 filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
July 30, 1997
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of U.S. Bancorp (the "Company") on Form S-8, regarding the Company's Employee
Investment Plan, of our report dated January 31, 1997 for the year ended
December 31, 1996 of U.S. Bancorp prior to its merger with First Bank System,
Inc., expected to be consummated on or about August 1, 1997, incorporated by
reference in Form 8-K, of the Company, filed June 24, 1997.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
July 29, 1997
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
U.S. Bancorp (formerly known as First Bank System, Inc.) on Form S-8 in
connection with the U.S. Bancorp Employee Investment Plan, of our report dated
January 19, 1995, on our audit of the consolidated statements of income,
shareholders' equity and cash flows of West One Bancorp and subsidiaries for the
year ended December 31, 1994, which report is incorporated by reference in the
U.S. Bancorp 1996 Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Boise, Idaho
July 29, 1997
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Lee R. Mitau, Susan E. Lester and
David J. Parrin, and each of them, his or her true and lawful attorneys-in-fact
and agents, each acting alone, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign a Registration Statement on Form S-8 of U.S.
Bancorp, and any and all amendments thereto, including post-effective
amendments, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, each acting alone, or the substitutes for such
attorneys-in-fact and agents, may lawfully do or cause to be done by virtue
hereof. The authority under this Power of Attorney shall be effective upon the
consummation of the merger of U. S. Bancorp, an Oregon corporation, with and
into First Bank System, Inc., a Delaware corporation and renamed
"U.S. Bancorp".
Signature Title Date
--------- ----- ----
/s/ John F. Grundhofer President, Chief August 1, 1997
- ---------------------- Executive Officer and Director
John F. Grundhofer (principal executive officer)
/s/ Susan E. Lester Executive Vice President August 1, 1997
- ---------------------- and Chief Financial Officer
Susan E. Lester (principal financial officer)
Senior Vice President ________, 1997
- --------------------- and Controller
David J. Parrin (principal accounting
officer)
/s/ Linda L. Ahlers Director August 1, 1997
- ---------------------
Linda L. Ahlers
/s/ Harry L. Bettis Director July 11, 1997
- ---------------------
Harry L. Bettis
/s/ Gerry B. Cameron Chairman and Director August 1, 1997
- ---------------------
Gerry B. Cameron
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Carolyn Silva Chambers Director July 10, 1997
- --------------------------
Carolyn Silva Chambers
/s/ Arthur D. Collins, Jr. Director August 1, 1997
- --------------------------
Arthur D. Collins, Jr.
/s/ Peter H. Coors Director August 1, 1997
- --------------------------
Peter H. Coors
/s/ Franklin G. Drake Director August 1, 1997
- --------------------------
Franklin G. Drake
/s/ Robert L. Dryden Director July 10, 1997
- --------------------------
Robert L. Dryden
/s/ John B. Fery Director July 10, 1997
- --------------------------
John B. Fery
/s/ Joshua Green III Director July 16, 1997
- --------------------------
Joshua Green III
/s/ Roger L. Hale Director August 1, 1997
- --------------------------
Roger L. Hale
/s/ Delbert W. Johnson Director August 1, 1997
- --------------------------
Delbert W. Johnson
/s/ Norman M. Jones Director August 1, 1997
- --------------------------
Norman M. Jones
/s/ Richard L. Knowlton Director August 1, 1997
- --------------------------
Richard L. Knowlton
2
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Jerry W. Levin Director August 1, 1997
- --------------------------
Jerry W. Levin
/s/ Kenneth A. Macke Director August 1, 1997
- --------------------------
Kenneth A. Macke
/s/ Allen T. Noble Director July 15, 1997
- --------------------------
Allen T. Noble
/s/ Edward J. Phillips Director August 1, 1997
- --------------------------
Edward J. Phillips
/s/ Paul A. Redmond Director July 11, 1997
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Paul A. Redmond
/s/ S. Walter Richey Director August 1, 1997
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S. Walter Richey
/s/ Richard L. Robinson Director August 1, 1997
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Richard L. Robinson
/s/ N. Stewart Rogers Director July 10, 1997
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N. Stewart Rogers
Director _______, 1997
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Richard L. Schall
/s/ Walter Scott, Jr. Director August 1, 1997
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Walter Scott, Jr.
/s/ Benjamin R. Whiteley Director July 14, 1997
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Benjamin R. Whiteley
3
