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PROSPECTUS
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AUTOMATIC DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
The Automatic Dividend Reinvestment and Common Stock Purchase Plan (the "Plan")
of U.S. Bancorp ("USB") provides certain holders of record of shares of common
stock, $1.25 par value, of USB ("USB Common Stock") with a simple and convenient
method of investing cash dividends and optional cash payments in additional
shares of USB Common Stock without payment of any brokerage commission or
service charge. The price of shares of USB Common Stock purchased with
automatically reinvested dividends or with optional cash payments will be 100%
of the average price (as described in Paragraph 11 below). In addition, brokers
and nominees may reinvest dividends on behalf of beneficial owners by means of
the Broker and Nominee Authorization Form described below. Those holders of USB
Common Stock who do not participate in the Plan will receive cash dividends, as
declared, in the usual manner.
A Participant in the Plan may:
-- reinvest all or part of the dividends in additional shares of USB Common
Stock;
-- receive all dividends in cash; or
-- make optional cash payments of not less than $25 per month up to a total
of $60,000 per calendar year, whether or not any dividends are being
reinvested.
This Prospectus relates to 9,000,000 shares of USB Common Stock registered for
sale under the Plan. Participants should retain this Prospectus for future
reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE NOR HAS THE COMMISSION OR ANY STATE PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus is May 18, 1998.
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The principal executive office of USB is located at U.S. Bank Place, 601
Second Avenue South, Minneapolis, Minnesota 55402 and its telephone number is
(612) 973-1111. The mailing address of USB is P.O. Box 522, Minneapolis,
Minnesota 55480.
AVAILABLE INFORMATION
USB is subject to the informational requirements of the Securities Exchange
Act of 1934 and, in accordance therewith, files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information filed by USB
can be inspected and copied at the public reference facilities of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 and the Commission's Regional
Offices at Seven World Trade Center, New York, New York 10007; and 500 West
Madison, 14th Floor, Chicago, Illinois 60661. Copies of such materials can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, USB
Common Stock is listed on the New York Stock Exchange and reports, proxy
statements and other information concerning USB can also be inspected at the
offices of such Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of USB filed with the Commission are hereby
incorporated by reference in this Prospectus:
(a) The annual report on Form 10-K for the fiscal year ended December 31,
1997.
(b) The quarterly report or Form 10-Q for the quarter ended March 31, 1998.
(c) The current reports on Form 8-K filed January 16, 1998, April 2, 1998
and April 3, 1998.
(d) The description of USB Common Stock contained in Item 1 of USB's
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 reports filed for the purpose of
updating such description filed subsequent to the date of this Prospectus and
prior to the termination of the offering of USB Common Stock described herein.
All documents filed by USB pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, subsequent to the date of this
Prospectus and prior to the termination of the offering of the USB Common Stock
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the respective dates of filing of such documents. Any statement
contained herein or in a document all or part of which is incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
USB will provide, without charge to any person to whom this Prospectus is
delivered, upon the written or oral request of such person, a copy of any or all
of the foregoing documents incorporated
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herein by reference (other than certain exhibits to such documents). Requests
for such copies should be directed to Investor Relations Department, U.S.
Bancorp, P.O. Box 522, Minneapolis, Minnesota 55480, telephone number (612)
973-2263.
THE PLAN
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The Plan was adopted by the Board of Directors of USB on September 20, 1972,
and has been amended in certain respects since such date. The text of the Plan,
as amended, is as follows:
PURPOSE
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1. WHAT IS THE PURPOSE OF THE PLAN?
The Plan provides eligible holders of record of USB Common Stock with a
simple and convenient way to invest cash dividends and optional cash payments in
additional shares of USB Common Stock, without payment of any brokerage
commission or service charge, except for the transaction fee for Automatic
Monthly Deductions. To the extent such shares are purchased from USB, USB will
receive additional funds for general corporate purposes, including investments
in, or extensions of credit to, its banking or nonbanking subsidiaries. The Plan
offers eligible stockholders an opportunity to invest conveniently for long-term
growth. The Plan is not intended to provide holders of USB Common Stock with a
mechanism for generating assured short-term profits through rapid turnover of
shares. USB accordingly reserves the right to modify, suspend or terminate
participation by certain eligible holders in the Plan in order to eliminate such
practices.
ADVANTAGES
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2. WHAT ARE THE ADVANTAGES OF THE PLAN?
An eligible stockholder of record who wishes to participate in the Plan (a
"Participant") may (a) reinvest all or part of the dividends in additional
shares of USB Common Stock or (b) receive all dividends in cash or (c) whether
or not he or she has elected to have any dividends reinvested, invest in
additional shares of USB Common Stock by making optional cash purchases of not
less than $25 per month up to a maximum of $60,000 per calendar year. No
commission or service charge is paid by a Participant in connection with
purchases under the Plan. Full investment of funds is possible under the Plan
because fractions of shares, as well as whole shares, will be credited to a
Participant's account. A Participant can avoid the need for safekeeping of
certificates for shares credited to his or her account under the Plan through
the free custodial service described in paragraph 21 below. Regular statements
of account will provide simplified recordkeeping.
ADMINISTRATION
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3. WHO ADMINISTERS THE PLAN?
First Chicago Trust Company of New York ("FCT"), as Plan Administrator,
administers the Plan, keeps records, sends statements of account to Participants
and performs other duties relating to the Plan. Shares of USB Common Stock
purchased or deposited under the Plan ("Plan Shares") will be registered in the
name of FCT (or its nominee), as agent for each Participant in the Plan, and
will be credited to the accounts of the respective Participants.
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PARTICIPATION
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4. WHO IS ELIGIBLE TO PARTICIPATE?
All stockholders of record of USB Common Stock are eligible to participate
in the Plan. USB reserves the right to decline to make the Plan available to any
stockholder whose address of record is outside the United States. If USB Common
Stock is currently registered in a stockholder's own name, the stockholder may
participate directly in the Plan. A beneficial owner whose shares are registered
in a name other than his or her own (for example, in the name of a broker or
bank nominee) must either become a stockholder of record by having such shares
transferred into his or her own name or make arrangements with his or her broker
or bank to participate on his or her behalf. USB has made arrangements with FCT
to facilitate reinvestment of dividends under the Plan by record holders such as
brokers and bank nominees, on a per-dividend basis, on behalf of beneficial
owners.
5. HOW DOES AN ELIGIBLE STOCKHOLDER PARTICIPATE?
Any eligible holder of USB Common Stock may join the Plan by completing and
signing the Enrollment Authorization Form accompanying this Prospectus and
returning it to FCT. A postage-paid envelope is provided for this purpose.
Additional Enrollment Authorization Forms may be obtained at any time by written
request to FCT at the address given in paragraph 34 below.
A broker or nominee may participate in the Plan on behalf of beneficial
owners by signing and returning either the Enrollment Authorization Form or the
Broker and Nominee Authorization Form (the "B & N Form").
A stockholder who owns USB Common Stock that is held by a bank, broker or
trustee in street or nominee name ("broker") may participate with some or all of
their shares of USB Common Stock by instructing their broker to have some or all
of the shares transferred into the stockholder's name in Direct Registration
book-entry form. Simply instruct your bank, broker or trustee to reregister your
shares through the Direct Registration System and specify book-entry
registration.
6. WHEN MAY AN ELIGIBLE STOCKHOLDER JOIN THE PLAN?
An eligible holder of USB Common Stock may join the Plan at any time.
If an Enrollment Authorization Form requesting reinvestment of dividends is
received by FCT on or before the record date established for a particular
dividend, reinvestment will commence with that dividend. The record date is
usually set within a week of the first day of the last month of the quarter, but
will vary from quarter to quarter. Dividend payment dates usually occur in the
months of March, June, September and December. The payment dates are usually set
for the middle of the month, but the actual payment date will vary from quarter
to quarter.
If an Enrollment Authorization Form is received from a stockholder after the
record date established for a particular dividend, the reinvestment of dividends
will begin on the dividend payment date following the next record date if such
stockholder is still a holder of record. (See paragraphs 13 through 17 for
information concerning optional cash payments.)
7. WHAT DO THE ENROLLMENT AUTHORIZATION FORM AND THE B & N FORM PROVIDE?
The Enrollment Authorization Form provides for the following options:
- full reinvestment of dividends in USB Common Stock.
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- partial reinvestment of dividends (whereby the number of shares to receive
cash dividends is indicated, and the dividends on all remaining shares are
reinvested in USB Common Stock).
- optional cash payments only (no reinvested dividends).
Under each of these options, the Participant may make optional cash payments
at any time.
The B & N Form (for brokers and nominees) provides a means whereby a broker
or nominee may inform FCT each time USB declares a cash dividend of the names of
participating beneficial owners and specify as to each beneficial owner the
number of shares of USB Common Stock with respect to which the dividend is to be
reinvested. The B & N Form, therefore, unlike the Enrollment Authorization Form,
contemplates new instructions to FCT each time a dividend is declared. FCT, on
the dividend payment date, will reinvest the dividend payable with respect to
the number of shares specified in the instructions provided by the broker or
nominee for each identified beneficial owner in as many whole shares of USB
Common Stock as can be purchased in accordance with the Plan. As soon as
practicable following the dividend payment date, FCT will transmit to the broker
or nominee information with respect to each beneficial owner for whom the broker
or nominee has requested dividend reinvestment showing as to each such
beneficial owner: (a) the number of shares specified for reinvestment of the
dividend, (b) the total dividend paid with respect to such shares, (c) the
number of whole shares purchased, (d) the total cost of the shares purchased,
(e) the amount of the total dividend not reinvested, (f) the aggregate fair
market value of the shares purchased and (g) the total dividend reportable for
federal income tax purposes. Accompanying such information will be a share
certificate, registered in the name of the broker or nominee, for the total
number of shares purchased for each of such beneficial owners, and a check for
the aggregate amount of the dividend not reinvested for such beneficial owners.
The B & N Form and appropriate instructions must be received by FCT not
later than the THIRD business day following the record date for such dividend or
no dividends will be reinvested based on such B & N Form.
8. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?
A Participant may change options by requesting a new Enrollment
Authorization Form and returning it to FCT at the address given in paragraph 34.
PURCHASES
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9. WHAT IS THE SOURCE OF USB COMMON STOCK PURCHASED UNDER THE PLAN?
Plan Shares will be purchased, at USB's discretion, either directly from USB
or on the open market, or by combination of the foregoing. Shares purchased from
USB will be either authorized but unissued shares or shares held in the treasury
of USB.
10. WHEN WILL SHARES BE PURCHASED UNDER THE PLAN?
Purchases made directly from USB will be made on the relevant Investment
Date (as defined in the next paragraph). Purchases on the open market will begin
on the Investment Date and will be completed no later than 30 days from such
date except where completion at a later date is necessary or advisable under any
applicable federal securities laws. Such purchases may be made on any securities
exchange where such shares are traded, in the over-the-counter market or by
negotiated transactions and may be subject to such terms with respect to price,
delivery and other terms as FCT may agree to. Neither USB
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nor any Participant shall have any authority or power to direct the time or
price at which shares may be purchased, or the selection of the broker or dealer
through or from whom purchases are to be made. Participants become owners of
shares purchased under the Plan as of the date of purchase.
The Investment Date in any month in which a dividend is paid is the dividend
payment date and in any other month will be the 12th day of such month. If,
however, the Investment Date falls on a date when the New York Stock Exchange is
closed, the first succeeding day on which the New York Stock Exchange is open
will be the Investment Date.
11. WHAT WILL BE THE PRICE TO THE PARTICIPANT OF SHARES PURCHASED UNDER THE
PLAN?
The price to the Participant of shares purchased under the Plan with
reinvested dividends or with optional cash payments will be 100% of the average
price. In the case of purchases from USB of authorized but unissued or treasury
shares of USB Common Stock, the average price is determined by averaging the
high and low sales prices of USB Common Stock as reported on the New York Stock
Exchange-Composite Transactions on the relevant Investment Date. If no trading
in USB Common Stock occurs on the New York Stock Exchange on the relevant
Investment Date, the purchase price per share will be determined by averaging
the high and low sales prices per share on the trading day immediately preceding
the Investment Date and the trading day immediately following the Investment
Date.
In the case of purchases of USB Common Stock on the open market, the average
price will be the weighted average purchase price of shares purchased for the
relevant Investment Date.
12. HOW WILL THE NUMBER OF SHARES PURCHASED FOR A PARTICIPANT BE DETERMINED?
A Participant's account in the Plan will be credited with that number of
shares, including fractions computed to three decimal places, equal to the total
dollar amount to be invested by such Participant divided by the purchase price
per share.
OPTIONAL CASH PAYMENTS
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13. HOW DOES THE OPTIONAL CASH PAYMENT FEATURE OF THE PLAN WORK?
All eligible stockholders of record (except for brokers and nominees) who
have submitted a signed Enrollment Authorization Form are eligible to make
optional cash payments at any time. FCT will apply any optional cash payment
received from a Participant before an Investment Date to the purchase of USB
Common Stock for the account of the Participant on such Investment Date if such
USB Common Stock is purchased from USB and as soon as practicable (as explained
in paragraph 10 above) after such Investment Date if such USB Common Stock is
purchased on the open market.
Brokers or nominees participating on behalf of beneficial owners cannot
utilize the optional cash payment provision of the Plan. Therefore, if shares of
USB Common Stock are held by a broker or nominee and the owner of such shares
wishes to participate in the optional cash payment feature of the Plan, such
owner must become a stockholder of record by having all or a part of such shares
transferred to such owner's name.
14. HOW MAY OPTIONAL CASH PAYMENTS BE MADE?
An initial optional cash payment may be made by a Participant when joining
the Plan by enclosing a check or money order, payable to "First Chicago Trust
Company--U.S. Bancorp" with the Enrollment Authorization Form. Thereafter,
optional cash payments may be made by use of a cash payment form
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which will be attached to each Participant's statement of account. A Participant
may also make optional cash payments on a regular basis by automatic monthly
deductions of a specified amount from the Participant's checking or savings
account. See paragraph 17 below for additional information.
15. WHAT ARE THE LIMITATIONS ON THE AMOUNT OF OPTIONAL CASH PAYMENTS?
The same amount of optional cash payment need not be made each month and
there is no obligation to make an optional cash payment in any month. No
optional cash payment by a Participant shall be in an amount less than $25 per
month nor may optional cash payments total more than $60,000 per calendar year.
A calendar year is the twelve-month period ending on the last day of December in
any year.
16. MAY OPTIONAL CASH PAYMENTS BE RETURNED TO A PARTICIPANT?
Optional cash payments received by FCT will be returned to a Participant
upon telephone or written request by such Participant received at least two
business days prior to the Investment Date.
AUTOMATIC MONTHLY DEDUCTIONS
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17. WHAT IS THE AUTOMATIC MONTHLY DEDUCTION FEATURE OF THE PLAN AND HOW DOES IT
WORK?
Participants may make optional cash payments of not less than $25 per
payment nor more than a total of $60,000 during a calendar year by means of a
monthly automatic funds transfer ("Automatic Monthly Deductions") from a
predesignated account with a United States financial institution. A $1
transaction fee will be subtracted from the amount drawn from the Participant's
bank account prior to each investment.
To initiate Automatic Monthly Deductions, a person must already be a
Participant in the Plan and must complete and sign an Authorization Form for
Automatic Deductions ("Authorization Form") and return it to FCT together with a
voided blank check or savings account deposit slip for the account from which
funds are to be drawn. Authorization Forms may be obtained from FCT. Forms will
be processed and will become effective as promptly as practicable following
receipt; however, a Participant should allow four to six weeks for the
Participant's first investment to be initiated.
Once Automatic Monthly Deductions are initiated, funds will be drawn from
the Participant's designated financial institution account on the third business
day preceding the Investment Date of each month and will be invested in USB
Common Stock as of that Investment Date.
A Participant may change Automatic Monthly Deductions by completing and
submitting to FCT a new Authorization Form. A participant may terminate
Automatic Monthly Deductions by written notice to FCT. If a Participant closes
or changes a bank account, a new Authorization Form must be completed. To be
effective with respect to a particular Investment Date, however, the new
Authorization Form must be received by FCT at least six business days preceding
that Investment Date.
COSTS
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18. WHAT ARE THE COSTS TO A PARTICIPANT IN THE PLAN?
A Participant will incur no brokerage commissions or service charges for
purchases made under the Plan, except for the transaction fee for Automatic
Monthly Deductions. Any brokerage commission, service fee or transfer tax in
connection with a sale by FCT of all or a part of the shares held for a
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Participant under the Plan will be charged to such Participant. See paragraph 29
below for additional information. All costs of administration of the Plan and
brokerage commissions or service fees incurred in connection with the purchase
of the shares will be paid by USB.
REPORTS TO PARTICIPANTS
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19. WHAT KINDS OF REPORTS WILL BE SENT TO PARTICIPANTS?
As soon as practicable after each purchase of shares on behalf of a
Participant, such Participant will receive a statement of account. These
statements are a record of the cost of purchase of shares under the Plan and
should be retained for tax purposes. In addition, each Participant will receive,
from time to time, copies of all communications sent to stockholders.
Each Participant will receive annually Internal Revenue Service information
(on Form 1099-DIV) for reporting dividend income received.
CERTIFICATES FOR SHARES
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20. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED?
Plan Shares will be held by FCT in the name of FCT or its nominee. This
service protects against the loss, theft or destruction of the stock
certificates evidencing Plan Shares. However, certificates will be issued to any
Participant upon specific written or telephone request. The number of shares
purchased for a Participant's account under the Plan will be shown on such
Participant's statement of account.
Each account under the Plan will be maintained in the name in which
certificates of the Participant were registered at the time such Participant
entered the Plan. If the Participant wants to change the name in which the
account is maintained, the Participant must so indicate in a written request and
comply with any applicable transfer requirements. A Participant who wishes to
pledge shares credited to such Participant's Plan account must first withdraw
such shares from the account.
Certificates for shares purchased with dividends reinvested pursuant to
instructions received on B & N Forms will be delivered to the holder of record,
as described in paragraph 7 above.
SAFEKEEPING SERVICE
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21. HOW MAY STOCK CERTIFICATES BE DEPOSITED WITH PLAN SHARES?
A Participant may deposit with FCT any USB Common Stock certificates now or
hereafter registered in his or her name for credit under the Plan. There is no
charge for this custodial service and, by making the deposit, a Participant will
be relieved of the responsibility for loss, theft or destruction of the
certificate.
Certificates sent to FCT should not be endorsed. FCT provides insurance
coverage on certificates mailed by Participants for safekeeping in Plan accounts
in certain instances as described below. To be eligible for certificate mailing
insurance, certificates must be mailed in brown, pre-addressed return envelopes
supplied by FCT. Certificates mailed in this manner are insured for up to
$25,000 current market value provided they are mailed first class. FCT will
promptly send the Participant a statement confirming each deposit of
certificates. FCT must be notified of any lost certificate claim within thirty
(30) calendar days of the date the certificates were mailed. To submit a claim,
a stockholder must be a current Participant or the stockholder's loss must be
incurred in connection with becoming a Participant. In the latter case, the
claimant must enroll in the Plan at the time the insurance claim is processed.
The
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maximum insurance protection provided is $25,000 and coverage is available only
when the certificate(s) are sent to FCT in accordance with the guidelines
described above. If your certificates have a market value of more than $25,000,
please contact FCT as indicated in paragraph 34 for additional instructions.
Insurance covers the replacement of shares of stock, but in no way protects
against any loss resulting from fluctuations in the value of such shares from
the time the stockholder mails the certificates until such time as replacement
can be effected.
If a participant does not use the brown pre-addressed envelope provided by
FCT, certificates mailed should be insured for possible mail loss for 2% of the
market value (minimum insurance of $20.00); this represents the Participant's
replacement cost if the certificates are lost.
WITHDRAWAL OF SHARES FROM PLAN ACCOUNTS
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22. HOW AND WHEN MAY SHARES BE WITHDRAWN FROM THE PLAN?
Plan Shares credited to a Participant's Plan account may be withdrawn by a
Participant by notifying FCT in writing or by telephone specifying the number of
whole shares to be withdrawn. Certificates for whole shares of USB Common Stock
so withdrawn will be issued to and registered in the name of the Participant. In
no case will certificates for fractional shares be issued. The Participant's
interest in a fractional share will be paid in cash based on the then current
market price of USB Common Stock, less any related brokerage commissions, any
service fee and any other costs of sale.
SALE OR TRANSFER OF SHARES
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23. HOW AND WHEN MAY PLAN SHARES BE SOLD?
A Participant may request at any time the sale of all or any whole shares
held in his or her account under the Plan. Any such request may be made by
either writing to FCT or calling FCT at 1-800-446-2617. FCT will make every
effort to process all sale orders (written and telephone) on the day it receives
them, provided that instructions are received before 1:00 p.m. Eastern time on a
business day when FCT and the relevant securities market are open. The proceeds
from such sale, less any related brokerage commissions, a service fee and any
other costs of sale, will be remitted to the Participant. Each sale request will
be processed and a check for the net proceeds will be mailed as promptly as
possible after FCT receives such sale request.
TERMINATION OF PARTICIPATION
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24. HOW AND WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
A Participant may terminate participation in the Plan (by electing not to
reinvest any dividends) at any time by notice in writing or by telephone
instructions to FCT as indicated in paragraph 34. Upon such termination, FCT
will continue to hold the Participant's shares in book-entry form unless the
Participant requests a certificate for any full shares and a check for any
fractional share. The Participant may also request the sale of all or part of
any full shares. See paragraph 23 above for additional information.
RIGHTS OFFERING; STOCK DIVIDENDS OR STOCK SPLITS
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25. IF USB HAS A RIGHTS OFFERING, HOW WILL THE RIGHTS ON PLAN SHARES BE HANDLED?
Participation in any rights offering will be based upon both shares of USB
Common Stock registered in a Participant's name and any whole Plan Shares
credited to such Participant's Plan account.
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26. WHAT HAPPENS IF USB ISSUES A DIVIDEND PAYABLE IN STOCK OR DECLARES A STOCK
SPLIT?
Any stock dividends or split shares payable in USB Common Stock on both
shares registered in the Participant's name and Plan Shares held for the
Participant by FCT may be credited pro rata to each Participant's Plan account
in the sole discretion of USB.
VOTING RIGHTS
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27. HOW WILL FCT VOTE SHARES CREDITED TO A PARTICIPANT'S ACCOUNT IN THE PLAN AT
STOCKHOLDERS' MEETINGS?
For each meeting of stockholders, a Participant will receive proxy material
that will enable the Participant to vote both the shares registered in the
Participant's name directly and whole shares credited to the Participant's Plan
account. If a Participant elects, he or she may vote his or her shares,
including all whole Plan Shares held for his or her account under the Plan, in
person at the stockholders' meeting.
PAYMENT OF CASH DIVIDENDS
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28. WHAT ARE THE OPTIONS FOR RECEIVING CASH DIVIDENDS?
Dividends that are paid to you in cash can either be mailed to you by check
or, in lieu of a check, by authorizing FCT to electronically credit your
checking or savings account on the dividend payment date.
INCOME TAX CONSEQUENCES
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29. WHAT ARE THE INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
REINVESTED DIVIDENDS. In the case of reinvested dividends, when FCT
acquires shares for a Participant's Plan account directly from USB, the
Participant must include in gross income a dividend equal to the number of
shares purchased with the Participant's reinvested dividends multiplied by the
fair market value of USB Common Stock on the relevant dividend payment date. The
Participant's basis in those shares will also equal the fair market value of the
shares on the relevant dividend payment date.
Alternatively, when FCT purchases USB Common Stock for a Participant's Plan
account on the open market with reinvested dividends, a Participant must include
in gross income a dividend equal to the actual purchase price to FCT of the
shares plus that portion of any brokerage commissions paid by USB which are
attributable to the purchase of the Participant's shares. The Participant's
basis in Plan Shares held for his or her account will be equal to their purchase
price plus allocable brokerage commissions.
OPTIONAL CASH PAYMENTS. In the case of shares purchased on the open market
with optional cash investments, stockholders will be in receipt of a dividend to
be included in gross income to the extent of any brokerage commissions paid by
USB. The Participant's basis in the shares acquired with optional investments
will be the cost of the shares to FCT plus an allocable share of any brokerage
commissions paid by USB and any transactional fees paid by the Participant.
ADDITIONAL INFORMATION. The holding period for the Plan Shares will begin
the day after the date the shares are acquired. In general, the corporate
dividends-received deduction has been reduced to 70% and may be further reduced.
Corporate stockholders also should be aware that the Internal Revenue Code of
1986, as amended, limits the availability of the dividends-received deduction
under various special rules, including the situation where a holder of stock
incurs indebtedness directly attributable to such stock. For further information
on a corporate stockholder's eligibility for the dividends-received deduction,
Participants should consult with their own tax advisors.
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A Participant will not realize any taxable income when he or she receives
certificates for whole shares credited to his or her account under the Plan.
However, a Participant who receives a cash payment for the sale of Plan Shares
held for such Participant's account under the Plan or for a fractional share
then held in his or her Plan account will realize gain or loss measured by the
difference between the amount of the cash received and the Participant's basis
in such shares or fractional share. If, as usually is the case, the Common Stock
is a capital asset in the hands of a Participant, such gain will be short-term,
mid-term or long-term capital gain, depending upon whether the holding period
for such shares is more or less than one year or more than 18 months. For
further information as to tax consequences of participation in the Plan,
Participants should consult with their own tax advisors.
RESPONSIBILITY OF USB AND FCT
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30. WHAT ARE THE RESPONSIBILITIES OF USB AND FCT UNDER THE PLAN?
Neither USB, nor FCT, as Plan Administrator, will be liable for any act done
in good faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of failure to terminate a
Participant's Plan account upon such Participant's death, the prices at which
shares are purchased or sold for the Participant's Plan account, the times when
purchases or sales are made or fluctuations in the market value of USB Common
Stock.
31. WHO BEARS THE RISK OF MARKET FLUCTUATIONS IN USB COMMON STOCK?
A Participant's investment in shares held in a Plan account is no different
than an investment in directly-held shares. The Participant bears the risk of
loss and the benefits of gain from market price changes with respect to all
shares.
Neither USB nor FCT can guarantee the value of a Participant's investment in
shares purchased under the Plan at any particular time. The Participant should
recognize that neither USB nor FCT can provide any assurance of a profit or
protection against loss on any shares purchased under the Plan.
Shares of USB Common Stock are not savings accounts, deposits or other
obligations of any bank or savings association and are not insured by the
Federal Deposit Insurance Corporation, Bank Insurance Fund, Savings Association
Insurance Fund or any other governmental agency. Investments through the Plan
involve risks, including possible loss of principal invested. As with any
investment, the past performance of USB Common Stock is not a guarantee or
indicator of future results.
SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN
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32. MAY THE PLAN BE SUSPENDED, MODIFIED OR TERMINATED?
While the Plan is intended to continue indefinitely, USB reserves the right
to suspend or terminate the Plan at any time, including during the period
between a dividend record date and the related dividend payment date. It also
reserves the right to make modifications to the Plan at any time. Specifically,
but without limitation, USB reserves the right to modify the optional cash
payment feature of the Plan. Participants will be notified of any such
suspension, termination or modification. Following any such action, FCT may or
may not continue to maintain shares in book-entry form. See paragraph 24 above
for more information.
In addition to the rights of USB under paragraphs 1 and 4 above to modify
and suspend from time to time participation by certain Participants, USB and FCT
reserve the right to terminate any Participant's
11
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participation in the reinvestment of dividends at any time, including during the
period between a dividend record date and the related dividend payment date, or
after a Participant has tendered an optional cash payment with respect to an
Investment Date.
33. HOW IS THE PLAN TO BE INTERPRETED?
Any question of interpretation arising under the Plan will be determined by
USB and any such determination will be final.
34. WHO SHOULD BE CONTACTED WITH QUESTIONS ABOUT THE PLAN?
CORRESPONDENCE
All correspondence regarding the Plan should be directed to:
First Chicago Trust Company of New York
U.S. Bancorp Dividend Reinvestment Plan
P.O. Box 2598
Jersey City, NJ 07303-2598
Please mention U.S. Bancorp in all correspondence.
TELEPHONE
STOCKHOLDER CUSTOMER SERVICE, INCLUDING SALE OF PLAN
SHARES: 1-800-446-2617
An automated voice response system is available 24 hours a day, 7
days a week.
Customer service representatives are available from 8:30 a.m. to 7:00
p.m. Eastern time each business day.
FOREIGN LANGUAGE TRANSLATION SERVICE for more than 140 languages is
available.
TDD: 1-201-222-4955 Telecommunications Device for the hearing
impaired.
INTERNET
The First Chicago Internet address is "HTTP://WWW.FCTC.COM". Messages
will be answered within one business day.
E-MAIL
First Chicago's E-Mail address is "[email protected]".
USE OF PROCEEDS
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USB has no basis for estimating either the number of shares of USB Common
Stock that ultimately will be sold pursuant to the Plan or the prices at which
such shares will be sold. However, USB proposes to use the net proceeds from the
sale of newly issued or treasury shares of USB Common Stock for general
corporate purposes, including investments in, or extensions of credit to, its
banking and nonbanking subsidiaries.
12
<PAGE>
EXPERTS
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The consolidated financial statements of U.S. Bancorp included in its Annual
Report on Form 10-K for the year ended December 31, 1997 have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements have been incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
LEGAL MATTERS
- --------------------------------------------------------------------------------
The validity of the issuance of the USB Common Stock offered hereby has been
passed upon for USB by Dorsey & Whitney LLP, Minneapolis, Minnesota.
INDEMNIFICATION
- --------------------------------------------------------------------------------
The Bylaws of USB provide that the officers and directors of USB and certain
others shall be indemnified substantially to the same extent as permitted by
Delaware law. USB also maintains a standard policy of officers' and directors'
liability insurance.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling USB,
pursuant to the foregoing provisions or otherwise, USB has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
13
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY USB. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, ANY SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN WHICH IT IS NOT
LAWFUL OR TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE ANY SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
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TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
The Plan.................................................................. 3
Purpose................................................................. 3
Advantages.............................................................. 3
Administration.......................................................... 3
Participation........................................................... 4
Purchases............................................................... 5
Optional Cash Payments.................................................. 6
Automatic Monthly Deductions............................................ 7
Costs................................................................... 7
Reports to Participants................................................. 8
Certificates for Shares................................................. 8
Safekeeping Service..................................................... 8
Withdrawal of Shares from Plan Accounts................................. 9
Sale or Transfer of Shares.............................................. 9
Termination of Participation............................................ 9
Rights Offering; Stock Dividends or Stock Splits........................ 9
Voting Rights........................................................... 10
Payment of Cash Dividends............................................... 10
Income Tax Consequences................................................. 10
Responsibility of USB and FCT........................................... 11
Suspension, Modification or Termination of the Plan..................... 11
Use of Proceeds........................................................... 12
Experts................................................................... 13
Legal Matters............................................................. 13
Indemnification........................................................... 13
</TABLE>
[LOGO]
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PROSPECTUS
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AUTOMATIC DIVIDEND
REINVESTMENT
AND
COMMON STOCK PURCHASE PLAN
MAY 18, 1998
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