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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 (g) of the
Securities Exchange Act of 1934
U.S. Bancorp USB Capital II
(Exact name of registrant (Exact name of registrant
as specified in charter) as specified in its Certificate of Trust)
Delaware Delaware
(State of incorporation (State of incorporation
or organization) or organization)
41-0255900 41-1899113
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
601 Second Avenue South c/o U.S. Bancorp
Minneapolis, Minnesota 601 Second Avenue South
Minneapolis, Minnesota
(Address of Principal (Address of Principal
Executive Offices) Executive Offices)
55402 55402
(Zip Code) (Zip Code)
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 that Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
______% Trust Originated Preferred Securities of USB Capital II (and the
Guarantee of U.S. Bancorp with respect thereto).
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
The descriptions set forth under the captions "Description of
Capital Securities," "Description of Junior Subordinated Debentures,"
"Description of Guarantees" and "Relationship among the Capital Securities,
the Corresponding Junior Subordinated Debentures and the Guarantees" in the
Prospectus dated February 17, 1998, as amended, in connection with the
Registration Statements on Form S-3 (No. 333-45211) of U.S. Bancorp and USB
Capital II, are incorporated herein by reference.
Item 2. Exhibits
4.1 Junior Subordinated Indenture, between U.S. Bancorp (formerly, First
Bank System, Inc.) and Wilmington Trust Company, as Debenture Trustee,
dated November 15, 1996 (incorporated by reference to Exhibit 4.1 to
the Registrants' Registration Statement on Form S-4, File No.
333-16991).
4.2 Certificate of Trust of UBS Capital II (incorporated by reference to
Exhibit 4.4 to the Registrants' Registration Statement on Form S-3,
File No. 333-45211).
4.3 Form of Amended and Restated Trust Agreement between U.S. Bancorp,
Wilmington Trust Company, as Property Trustee and Delaware Trustee,
and the Administrative Trustees named therein (incorporated by
reference to Exhibit 4.12 to the Registrants' Registration Statement
on Form S-3, File No. 333-45211).
4.4 Form of Capital Security Certificate (incorporated by reference to
Exhibit 4.15 to the Registrants' Registration Statement on Form S-3,
File No. 333-45211).
4.5 Form of Guarantee Agreement between U.S. Bancorp and Wilmington Trust
Company, as Guarantee Trustee (incorporated by reference to Exhibit
4.17 to the Registrants' Registration Statement on Form S-3, File No.
333-45211).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrants have duly caused this registration
statement to be signed on their behalf by the undersigned, thereto duly
authorized.
Dated: March 23, 1998
USB CAPITAL II
By: U.S. Bancorp, as Depositor
By: /s/ Lee R. Mitau
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Lee R. Mitau
Executive Vice President, General
Counsel and Secretary
U.S. BANCORP
By: /s/ Lee R. Mitau
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Lee R. Mitau
Executive Vice President, General
Counsel and Secretary
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4.1 Junior Subordinated Indenture, between U.S. Bancorp (formerly, First
Bank System, Inc.) and Wilmington Trust Company, as Debenture Trustee,
dated November 15, 1996 (incorporated by reference to Exhibit 4.1 to
the Registrants' Registration Statement on Form S-4, File No.
333-16991).
4.2 Certificate of Trust of UBS Capital II (incorporated by reference to
Exhibit 4.4 to the Registrants' Registration Statement on Form S-3,
File No. 333-45211).
4.3 Form of Amended and Restated Trust Agreement between U.S. Bancorp,
Wilmington Trust Company, as Property Trustee and Delaware Trustee,
and the Administrative Trustees named therein (incorporated by
reference to Exhibit 4.12 to the Registrants' Registration Statement
on Form S-3, File No. 333-45211).
4.4 Form of Capital Security Certificate (incorporated by reference to
Exhibit 4.15 to the Registrants' Registration Statement on Form S-3,
File No. 333-45211).
4.5 Form of Guarantee Agreement between U.S. Bancorp and Wilmington Trust
Company, as Guarantee Trustee (incorporated by reference to Exhibit
4.17 to the Registrants' Registration Statement on Form S-3, File No.
333-45211).
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