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As filed with the Securities and Exchange Commission on May 1, 1998
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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U.S. BANCORP
(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.)
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
(Address of Principal Executive Offices (Zip Code)
U.S. BANCORP
CAPITAL ACCUMULATION PLAN
(Full title of the plan)
Lee R. Mitau, Esq.
U.S. Bancorp Copy to: Patrick F. Courtemanche, Esq.
601 Second Avenue South Dorsey & Whitney LLP
Minneapolis, Minnesota 55402-4302 Pillsbury Center South
(Name and address of agent for service) 220 South Sixth Street
Minneapolis, Minnesota 55402-1498
(612) 973-1111
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Amount Proposed Proposed Amount
securities to be maximum maximum of
to be registered (1) offering price aggregate registration
registered per share (2) offering price (2) fee
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<S> <C> <C> <C> <C>
Common Stock, 5,000,000 $121.719 $608,595,000 $179,536
$1.25 par
value
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</TABLE>
(1) The number of shares being registered represents the number of additional
shares of Common Stock which may be issued pursuant to the plan in addition to
shares previously registered.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h)(1), 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 April 27, 1998.
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
Capital Accumulation 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 (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement, as of their respective dates:
(a) Annual Report on Form 10-K for the year ended December 31, 1997;
(b) Annual Report on Form 11-K for the Company's Capital Accumulation Plan
for the fiscal year ended December 31, 1996;
(c) the Company's current reports on Form 8-K filed January 16, 1998,
April 2, 1998 and April 3, 1998; and
(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.
<PAGE>
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 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
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5.1 Copy of Internal Revenue Service Determination Letter (incorporated by
reference to Exhibit 5.1 to the Company's Registration Statement on
Form S-8, File No. 333-21291).
23.1 Consent of Ernst & Young LLP.
24.1 Powers of Attorney.
</TABLE>
ITEM 9 UNDERTAKINGS
A. POST-EFFECTIVE AMENDMENTS
<PAGE>
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; and
(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.
<PAGE>
(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.
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.
<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 May 1, 1998.
U.S. BANCORP
By /s/ John F. Grundhofer
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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:
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ John F. Grundhofer President Chief May 1, 1998
- ----------------------------- Executive Officer and Director
John F. Grundhofer (principal executive officer)
/s/ Susan E. Lester Executive Vice President and Chief May 1, 1998
- ----------------------------- Financial Officer (principal
Susan E. Lester financial and accounting officer)
* Director May 1, 1998
- -----------------------------
Linda L. Ahlers
* Director May 1, 1998
- -----------------------------
Harry L. Bettis
* Director and Chairman May 1, 1998
- -----------------------------
Gerry B. Cameron
* Director May 1, 1998
- -----------------------------
Carolyn Silva Chambers
* Director May 1, 1998
- -----------------------------
Arthur D. Collins, Jr.
<PAGE>
* Director May 1, 1998
- -----------------------------
Peter H. Coors
* Director May 1, 1998
- -----------------------------
Robert L. Dryden
* Director May 1, 1998
- -----------------------------
Joshua Green III
* Director May 1, 1998
- -----------------------------
Robert L. Hale
* Director May 1, 1998
- -----------------------------
Delbert W. Johnson
* Director May 1, 1998
- -----------------------------
Richard L. Knowlton
* Director May 1, 1998
- -----------------------------
Jerry W. Levin
* Director May 1, 1998
- -----------------------------
Edward J. Phillips
* Director May 1, 1998
- -----------------------------
Paul A. Redmond
* Director May 1, 1998
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S. Walter Richey
* Director May 1, 1998
- -----------------------------
Richard L. Schall
* Director May 1, 1998
- -----------------------------
Walter Scott, Jr.
*By /s/ Lee R. Mitau
- -----------------------------
Lee R. Mitau
As Attorney-in-fact
</TABLE>
<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 May, 1998.
U.S. BANCORP
CAPITAL ACCUMULATION PLAN
By: U.S. Bancorp Capital Accumulation
Plan Benefit Administration Committee
By: /s/ Joseph O. Weissenborn
---------------------------------------------
Joseph O. Weissenborn
Benefit Adminstration Committee Member
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5.1 Copy of Internal Revenue Service Determination Letter (incorporated by
reference to Exhibit 5.1 to the Company's Registration Statement on
Form S-8, File No. 333-21291).
23.1 Consent of Ernst & Young LLP.
24.1 Powers of Attorney.
</TABLE>
<PAGE>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related prospectus pertaining to the U.S. Bancorp Capital
Accumulation Plan (formerly First Bank System Capital Accumulation Plan) to
be filed on or around May 1, 1998 of our reports (a) dated January 15, 1998,
with respect to the consolidated financial statements of U.S. Bancorp
included in its Annual Report (Form 10-K) for the year ended December 31,
1997 and (b) dated April 11, 1997, with respect to the financial statements
and schedules of the U.S. Bancorp Capital Accumulation Plan included in the
Plan's Annual Report (Form 11-K) for the year ended December 31, 1996, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
April 29, 1998
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
NOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Lee R. Mitau and Susan E.
Lester, 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.
Name Title Date
---- ----- ----
/s/John F. Grundhofer President, Chief April 22, 1998
- --------------------------- Executive Officer and Director
John F. Grundhofer (principal executive officer)
- --------------------------- Executive Vice President and April 22, 1998
Susan E. Lester Chief Financial Officer
(principal financial and
accounting officer)
/s/Linda L. Ahlers Director April 22, 1998
- ---------------------------
Linda L. Ahlers
/s/Harry L. Bettis Director April 22, 1998
- ---------------------------
Harry L. Bettis
/s/Gerry B. Cameron Director and Chairman April 22, 1998
- ---------------------------
Gerry B. Cameron
/s/Carolyn Silva Chambers Director April 22, 1998
- ---------------------------
Carolyn Silva Chambers
/s/Arthur D. Collins, Jr. Director April 22, 1998
- ---------------------------
Arthur D. Collins, Jr.
<PAGE>
/s/Peter H. Coors Director April 22, 1998
- ---------------------------
Peter H. Coors
/s/Robert L. Dryden Director April 22, 1998
- ---------------------------
Robert L. Dryden
/s/Joshua Green III Director April 22, 1998
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Joshua Green III
/s/Robert L. Hale Director April 22, 1998
- ---------------------------
Robert L. Hale
/s/Delbert W. Johnson Director April 22, 1998
- ---------------------------
Delbert W. Johnson
/s/Richard L. Knowlton Director April 22, 1998
- ---------------------------
Richard L. Knowlton
/s/Jerry W. Levin Director April 22, 1998
- ---------------------------
Jerry W. Levin
/s/Edward J. Phillips Director April 22, 1998
- ---------------------------
Edward J. Phillips
/s/Paul A. Redmond Director April 22, 1998
- ---------------------------
Paul A. Redmond
/s/S. Walter Richey Director April 22, 1998
- ---------------------------
S. Walter Richey
/s/Richard L. Schall Director April 22, 1998
- ---------------------------
Richard L. Schall
/s/Walter Scott, Jr. Director April 22, 1998
- ---------------------------
Walter Scott, Jr.
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