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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
FIRST BANK SYSTEM, INC.
(to be renamed "U.S. Bancorp" upon consummation of the merger described herein)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
Delaware 41-0255900
(State of incorporation or organization) (I.R.S. Employer Identification No.)
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
8 1/8% Cumulative Preferred Stock, Series A
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
First Bank System, Inc., a Delaware corporation ("FBS"), and U. S. Bancorp,
an Oregon corporation ("USBC"), have entered into an Agreement and Plan of
Merger, dated March 19, 1997 (the "Merger Agreement"), providing for the merger
of USBC with and into FBS (the "Merger"). Upon consummation of the merger, the
name of FBS will be changed to "U.S. Bancorp" (referred to herein as "New
USBC"). All issued and outstanding capital stock of USBC will be converted into
capital stock of New USBC pursuant to the terms of the Merger Agreement.
NEW USBC'S 8 1/8% CUMULATIVE PREFERRED STOCK, SERIES A.
Pursuant to the terms of the Merger Agreement, each share of 8 1/8%
Cumulative Preferred Stock, Series A, of USBC ("USBC 8 1/8% Preferred Stock")
will be converted into one share of 8 1/8% Cumulative Preferred Stock, Series
A, $25 liquidation preference per share, of New USBC ("New USBC 8 1/8%
Preferred Stock"). This Registration Statement registers 6,000,000 shares of
the New USBC 8 1/8% Preferred Stock.
RANK. The New USBC 8 1/8% Preferred Stock will rank on a parity as to
payment of dividends and distribution of assets upon dissolution, liquidation
or winding up of New USBC with the shares of each other currently outstanding
series of preferred stock of New USBC. The New USBC 8 1/8% Preferred Stock
will rank prior to the common stock, $1.25 par value per share, of New USBC
("New USBC Common Stock") with respect to the payment of dividends and
distribution of assets upon dissolution, liquidation or winding up of New
USBC.
DIVIDENDS. Holders of shares of New USBC 8 1/8% Preferred Stock will be
entitled to receive, when, as and if declared by the Board of Directors of
New USBC (the "New USBC Board"), or a duly authorized committee thereof, out
of assets of New USBC legally available for payment, cumulative cash
dividends, payable quarterly in arrears, at the rate of 8 1/8% per share per
annum. Dividends on the New USBC 8 1/8% Preferred Stock will be payable
quarterly on the fifteenth of February, May, August and November of each year
(each, a "Dividend Payment Date"), commencing on the first Dividend Payment
Date following the consummation of the Merger (the "Effective Time").
Dividends payable on the first Dividend Payment Date following the Effective
Time shall be in respect of the quarterly dividend period commencing on and
including the last Dividend Payment Date with respect to the USBC 8 1/8%
Preferred Stock on which dividends were paid prior to the Effective Time and
shall be pursuant to the dividend declaration of the Board of Directors of
USBC (the "USBC Board"), if any, prior to the Effective Time. Each declared
dividend shall be payable to holders of record as they appear at the close of
business on the stock books of New USBC on such record dates, not more than
45 calendar days preceding the payment dates therefore, as are
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determined by the New USBC Board. Quarterly dividend periods shall commence on
and include the Dividend Payment Date and shall end on and include the day next
preceding the next following Dividend Payment Date. The right of holders of New
USBC 8 1/8% Preferred Stock to receive dividends is cumulative.
No full dividends shall be declared or paid or set aside for payment on
any stock of New USBC ranking, as to dividends, on a parity with or junior to
the New USBC 8 1/8% Preferred Stock for any period unless full cumulative
dividends on the New USBC 8 1/8% Preferred Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof set aside for such payment on the New USBC 8 1/8%
Preferred Stock for all dividend periods terminating on or prior to the date
of payment of such dividends. When dividends are not paid in full on the New
USBC 8 1/8% Preferred Stock and any other preferred stock of New USBC ranking
on a parity as to dividends with the New USBC 8 1/8% Preferred Stock, all
dividends declared or paid upon shares of the New USBC 8 1/8% Preferred Stock
and such other preferred stock shall be declared and paid pro rata so that
the amount of dividends declared and paid per share on the New USBC 8 1/8%
Preferred Stock and such other preferred stock shall in all cases bear to
each other the same ratio that accrued dividends per share (which in the case
of noncumulative preferred stock shall not include any accumulation in
respect of unpaid dividends for prior dividend periods) on shares of the New
USBC 8 1/8% Preferred Stock and such other preferred stock bear to each
other. Except as provided in the preceding sentence, unless full cumulative
dividends on the New USBC 8 1/8% Preferred Stock have been paid or declared
and set aside for payment, no dividends (other than dividends or
distributions paid in shares of, or options, warrants or rights to subscribe
for or purchase shares of, New USBC Common Stock or any other stock of New
USBC ranking junior to the New USBC 8 1/8% Preferred Stock as to dividends
and upon liquidation) shall be declared or paid or set aside for payment or
any other distribution declared or made upon the New USBC Common Stock or any
other stock of New USBC ranking junior to or on a parity with the New USBC 8
1/8% Preferred Stock as to dividends or upon liquidation. No New USBC Common
Stock or any other stock of New USBC ranking junior to or on a parity with
the New USBC 8 1/8% Preferred Stock as to dividends or upon liquidation shall
be redeemed, purchased or otherwise acquired for any consideration (and no
moneys shall be paid to or made available for a sinking fund for the
redemption of any shares of any such stock) by New USBC (except by conversion
into or exchange for stock of New USBC ranking junior to the New USBC 8 1/8%
Preferred Stock as to dividends and upon liquidation) unless, in each case,
the full cumulative dividends on the New USBC 8 1/8% Preferred Stock shall
have been paid or declared and set aside for payment. Holders of shares of
the New USBC 8 1/8% Preferred Stock shall not be entitled to any dividend,
whether payable in cash, property or stock, in excess of the full dividends
on such shares. No interest shall be payable in respect of any dividend
payment which may be in arrears on the New USBC 8 1/8% Preferred Stock.
Dividends payable on shares of the New USBC 8 1/8% Preferred Stock (i)
for any period other than a full dividend period, shall be computed on the
basis of a 360-day year consisting of twelve 30-day months and (ii) for each
full dividend
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period, shall be computed by dividing the annual dividend rate by four. Any
dividend payment made on shares of the New USBC 8 1/8% Preferred Stock shall
first be credited against the earlier accrued but unpaid dividend due with
respect to shares of such series which remains payable.
REDEMPTION. Prior to July 23, 1997, the New USBC 8 1/8% Preferred Stock is
not redeemable. At any time on or after July 23, 1997, the New USBC 8 1/8%
Preferred Stock is redeemable, in whole or in part, from time to time at the
option of New USBC upon not less than 30 nor more than 60 days' notice at $25.00
per share plus all accrued and unpaid dividends to the date of redemption.
If less than all the outstanding shares of New USBC 8 1/8% Preferred Stock
are to be redeemed, New USBC will select those to be redeemed pro rata, by lot
or by a substantially equivalent method. On and after the redemption date,
dividends will cease to accrue on the shares, and they shall be deemed to cease
to be outstanding, provided that the redemption price (including any accrued and
unpaid dividends to the date fixed for redemption) has been duly paid or
provided for.
The New USBC 8 1/8% Preferred Stock will not be entitled to the benefits of
any sinking fund.
Notwithstanding the foregoing, unless the full cumulative dividends on
all outstanding shares of New USBC 8 1/8% Preferred Stock shall have been
paid or contemporaneously are declared and paid for all past dividend
periods, no shares of New USBC 8 1/8% Preferred Stock shall be redeemed
unless all outstanding shares of New USBC 8 1/8% Preferred Stock are
simultaneously redeemed; provided, however, that the foregoing shall not
prevent the purchase or acquisition of shares of New USBC 8 1/8% Preferred
Stock or of shares of such other series of preferred stock pursuant to a
purchase or exchange offer made on the same terms to holders of all
outstanding shares of New USBC 8 1/8% Preferred Stock, and, unless the full
cumulative dividends on all outstanding shares of New USBC 8 1/8% Preferred
Stock and any other stock of New USBC ranking on a parity with such series as
to dividends and upon liquidation shall have been paid or contemporaneously
are declared and paid for all past dividend periods, New USBC shall not
purchase or otherwise acquire directly or indirectly any shares of preferred
stock of such series (except by conversion into or exchange for stock of New
USBC ranking junior to the preferred stock of such series as to dividends and
upon liquidation). In addition, in order to qualify as Tier 1 capital, New
USBC 8 1/8% Preferred Stock may not be redeemed at New USBC's option without
the prior approval of the Federal Reserve Board.
LIQUIDATION PREFERENCE. Upon any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of New USBC, the holders of the New
USBC 8 1/8% Preferred Stock will be entitled, subject to the rights of
creditors, but before any distribution or payment to the holders of New USBC
Common Stock or any other security ranking junior to the New USBC 8 1/8%
Preferred Stock on liquidation, dissolution or winding up of New USBC, to
receive $25.00 per share plus accrued
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and unpaid dividends. In the event that, upon any such voluntary or
involuntary liquidation, dissolution or winding up, the available assets of
New USBC are insufficient to pay such amount on all outstanding shares of New
USBC 8 1/8% Preferred Stock and the corresponding amounts payable on all
shares of other classes or series of stock of New USBC ranking on a parity
with the New USBC 8 1/8% Preferred Stock in the distribution of assets, then
the holders of the New USBC 8 1/8% Preferred Stock and of all other such
classes or series shall share ratably in any distribution of assets in
proportion to the full amounts to which they would otherwise be respectively
entitled.
For such purposes, the consolidation or merger of New USBC with any other
corporation shall not be deemed to constitute a liquidation, dissolution or
winding up of New USBC.
VOTING RIGHTS. Except as otherwise noted or as required by law, each
holder of shares of New USBC 8 1/8% Preferred Stock shall be entitled to notice
of shareholders' meetings, but will not be entitled to vote. When holders of
New USBC 8 1/8% Preferred Stock are entitled to vote, each holder, as of the
record date in connection with such vote, is entitled to one vote.
If at any time the equivalent of six quarterly dividends, whether or not
consecutive, payable on the New USBC 8 1/8% Preferred Stock are unpaid or not
declared and set aside for payment, the number of directors of New USBC shall
be increased by two and the holders of shares of the New USBC 8 1/8%
Preferred Stock outstanding at the time (voting separately, as a single class
with the holders of shares of any one or more series of preferred stock of
New USBC ranking on a parity with the New USBC 8 1/8% Preferred Stock as to
dividends or upon liquidation and upon which like voting rights have been
conferred and are exercisable) shall have the right to elect two directors to
serve as such until all arrearages of dividends on the New USBC 8 1/8%
Preferred Stock have been paid or declared and set aside for payment at which
time the terms of office of the two directors so elected shall terminate and
the number of directors of New USBC shall be reduced by two (subject to any
additional rights as to the election of directors provided for the holders of
shares of other preferred stock of New USBC). Any director so elected may be
removed by, and shall not be removed except by, the vote of the holders of
shares of the New USBC 8 1/8% Preferred Stock outstanding at the time (voting
separately as a single class with the holders of shares of any one or more
series of preferred stock of New USBC ranking on a parity with the New USBC 8
1/8% Preferred Stock as to dividends or upon liquidation and upon which like
voting rights have been conferred and are exercisable).
So long as any shares of the New USBC 8 1/8% Preferred Stock remain
outstanding, New USBC shall not, without the affirmative vote or consent of the
holders of at least two-thirds of the shares of the New USBC 8 1/8% Preferred
Stock and of any other similarly affected series of preferred stock of New USBC
ranking on a parity with the New USBC 8 1/8% Preferred Stock as to dividends or
upon liquidation and upon which like voting rights have been conferred and are
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exercisable outstanding at the time (voting separately as a single class
without regard to series), given in person or by proxy, either in writing or
at a meeting, (i)authorize, create or issue, or increase the authorized or
issued amount of, any class or series of stock ranking prior to the New USBC
8 1/8% Preferred Stock as to dividends or upon liquidation or (ii) amend,
alter, or repeal, whether by merger or otherwise, the provisions of the
Restated Certificate of Incorporation of New USBC (the "New USBC
Certificate") so as to materially and adversely affect any of the
preferences, limitations, and relative rights of the New USBC 8 1/8%
Preferred Stock; provided, however, that any increase in the amount of the
authorized preferred stock of New USBC or the creation and issuance of other
series of preferred stock of New USBC, in each case ranking on a parity with
or junior to the New USBC 8 1/8% Preferred Stock as to dividends or upon
liquidation, will not be deemed to materially and adversely affect such
preferences, limitations and relative rights.
Without limiting the foregoing, under any circumstances in which holders
of the New USBC 8 1/8% Preferred Stock would have additional rights under
Oregon law if New USBC were incorporated under the Oregon Business
Corporation Act, holders of New USBC 8 1/8% Preferred Stock will be entitled
to such rights.
CONVERSION RIGHTS. The New USBC 8 1/8% Preferred Stock is not convertible
into shares of any other class or series of the capital stock of New USBC.
NO OTHER RIGHTS. The shares of New USBC 8 1/8% Preferred Stock shall not
have any preferences, voting powers or relative, participating, optional or
other special rights except as set forth above, in the New USBC Certificate or
as otherwise required by law.
CERTAIN PROVISIONS OF THE FBS CERTIFICATE OF INCORPORATION AND FBS BYLAWS.
The Restated Certificate of Incorporation of FBS (the "FBS Certificate")
requires, and at the Effective Time the New USBC Certificate will require, the
affirmative vote of the holder of 80% of the "Voting Stock" (defined therein) of
FBS or New USBC, as the case may be, to approve certain mergers, consolidations,
reclassifications, dispositions of assets or liquidation, involving or proposed
by certain significant shareholders, unless certain price and procedural
requirements are met or unless the transaction is approved by the "Continuing
Directors" (defined therein). In addition, the FBS Certificate provides, and at
the Effective Time the New USBC Certificate will provide, for classification of
the Board of Directors of FBS or the New USBC Board, as the case may be, into
three separate classes, sets a maximum Board size of 24 (which may be expanded
to 30 at the Effective Time, subject to approval by FBS shareholders of an
amendment to the FBS Certificate in connection with the FBS Special Meeting of
Shareholders relating to the Merger) and authorizes, and at the Effective Time
will authorize, action by the shareholders of FBS or New USBC, as the case may
be, only pursuant to a meeting and not by a written consent. The foregoing
provisions of the FBS Certificate or New USBC Certificate, as the case may be,
can only be amended by the affirmative vote of the holders of not less than 80%
of the outstanding FBS voting stock or New USBC
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voting stock, as the case may be; PROVIDED, HOWEVER, that, subject to approval
by FBS shareholders of an amendment to the FBS Certificate in connection with
the FBS Special Meeting of Shareholders relating to the Merger, any future
amendment to the New USBC Certificate to reduce the maximum number of directors
to not less than the greater of (a) the number of directors then in office and
(b) 24 would be exempt from the 80% voting requirement. The Bylaws of FBS
provide, and at the Effective Time the Bylaws of New USBC will provide, that
special meetings of shareholders may be called only by the Board of Directors or
the chief executive officer of FBS or New USBC, as the case may be. The overall
effect of these provisions may be to delay or prevent attempts by other
corporations or groups to acquire control of FBS or New USBC, as the case may
be, without negotiation with the FBS Board or the New USBC Board, as the case
may be.
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ITEM 2. EXHIBITS
1. Form of Proposed Certificate of Designations of 8 1/8% Cumulative
Preferred Stock, Series A.1
2. Form of Proposed Restated Certificate of Incorporation.2
3. Form of Proposed Bylaws.3
4. Form of specimen certificate for 8 1/8% Cumulative Preferred Stock,
Series A.
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1. Incorporated by reference to Exhibit 4.2, contained in the Registrant's
Form S-4 Registration Statement filed with the Commission on June 17, 1997 (No.
333-29409) (the "Registration Statement").
2. Incorporated by Reference to Exhibit 3.3 to the Registration Statement.
3. Incorporated by Reference to Exhibit 3.4 to the Registration Statement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: July 8, 1997
FIRST BANK SYSTEM, INC.
By /s/ David J. Parrin
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Its Senior Vice President
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and Controller
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[FRONT OF CERTIFICATE]
NUMBER SHARES
PA
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8 1/8% Cumulative Preferred Stock, 8 1/8% Cumulative Preferred Stock,
Series A Series A
U.S. BANCORP
INCORPORATED UNDER THE LAWS CUSIP 902973 20 5
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
8 1/8% CUMULATIVE PREFERRED STOCK,
SERIES A, OF $1.00 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 until 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. MITAU /S/ JOHN F. GRUNDHOFER
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Secretary President and Chief Executive Officer
Countersigned and Registered:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
Transfer Agent and Registrar
/S/
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Authorized Signature
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[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:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Custodian
--- ---
TEN ENT - as tenants by the (Cust) (Minor)
entireties
JT TEN - as joint tenants with under Uniform Gifts to Minors
right of survivorship Act
and not as tenants in common --------------------
(State)
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 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
SUBSTITUTION IN THE PREMISES.
DATED
AFFIX MEDALLION SIGNATURE
GUARANTEE IMPRINT BELOW
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(SIGNATURE)
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(SIGNATURE)
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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.
