<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
1997 STOCK INCENTIVE 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(1) share(2) price (2) fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.25 par value 8,897,290 $87.00 $ 774,064,230 $ 234,565
===============================================================================================================
</TABLE>
(1) The number of shares being registered represents the additional shares of
Common Stock which may be issued pursuant to the plan in addition to
shares registered under predecessor plans.
(2) 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.
===============================================================================
<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 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 fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to
-2-
<PAGE>
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.
5.1 Opinion and Consent of Dorsey & Whitney LLP.
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
A. POST-EFFECTIVE AMENDMENTS.
The undersigned registrant hereby undertakes:
-4-
<PAGE>
(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.
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.
-5-
<PAGE>
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 Chief August 1, 1997
- ------------------------ Financial Officer (principal
Susan E. Lester financial officer)
/s/ David J. Parrin Senior Vice President and Controller August 1, 1997
- ------------------------ (principal accounting officer)
David J. Parrin
* 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>
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).
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).
<PAGE>
Exhibit Number Description
- -------------- -----------
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.
5.1 Opinion and Consent of Dorsey & Whitney LLP.
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney.
<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 5.1
[DORSEY & WHITNEY LLP OPINION LETTERHEAD]
August 1, 1997
U.S. Bancorp
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
Ladies and Gentlemen:
We have acted as counsel to U.S. Bancorp, a Delaware corporation
(formerly known as First Bank System, Inc.) (the "Company"), in connection with
a Registration Statement on Form S-8 relating to the sale by the Company from
time to time of up to 8,897,290 shares of Common Stock, par value $1.25 per
share, of the Company (the "Shares"), initially issuable pursuant to the terms
of the Company's 1997 Stock Incentive Plan (the "Plan").
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of the
opinions set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
<PAGE>
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the Delaware General
Corporation Law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the U.S. Bancorp 1997 Stock Incentive 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 23.3
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 1997
Stock Incentive 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 1997 Stock Incentive 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 June 19, 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 June 19, 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 June 19, 1997
- --------------------------
Franklin G. Drake
/s/ Robert L. Dryden Director June 19, 1997
- --------------------------
Robert L. Dryden
/s/ John B. Fery Director June 19, 1997
- --------------------------
John B. Fery
/s/ Joshua Green III Director June 19, 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
<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 June 19, 1997
- --------------------------
Allen T. Noble
/s/ Edward J. Phillips Directors August 1, 1997
- --------------------------
Edward J. Phillips
/s/ Paul A. Redmond Director June 19, 1997
- --------------------------
Paul A. Redmond
/s/ S. Walter Richey Director August 1, 1997
- --------------------------
S. Walter Richey
/s/ Richard L. Robinson Director August 1, 1997
- --------------------------
Richard L. Robinson
/s/ N. Stewart Rogers Director June 19, 1997
- --------------------------
N. Stewart Rogers
- -------------------------- Director _______, 1997
Richard L. Schall
/s/ Walter Scott, Jr. Director August 1, 1997
- --------------------------
Walter Scott, Jr.
/s/ Benjamin R. Whiteley Director June 19, 1997
- --------------------------
Benjamin R. Whiteley
