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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Matrix Capital Corp.
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(Name of Issuer)
Common
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(Title of Class of Securities)
576819-10-6
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(CUSIP Number)
May 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 6 pages
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CUSIP No. 576819-10-6 13G Page 2 of 6 pages
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
U.S. Bancorp
601 2nd Ave. South
Minneapolis, MN 55402-4302
Tax I.D. No.: 41-0255900
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
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5 SOLE VOTING POWER
NUMBER OF
SHARES 2,950
BENEFICIALLY --------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH: 7 SOLE DISPOSITIVE POWER
1,515,880
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,515,880
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.61%
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12 TYPE OF REPORTING PERSON*
H.C.
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SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 6 Pages
ITEM 1
a. NAME OF ISSUER
Matrix Capital Corp.
b. ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
Matrix Capital Corp.
1380 Lawrence St. Suite 1410
Denver, CO 80204
ITEM 2
a. NAME OF PERSON FILING
U.S. Bancorp
b. ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
601 2nd Ave South
Minneapolis, MN 55402-4302
United States
c. TITLE OF CLASS OF SECURITIES
COMMON
d. CUSIP NUMBER
576819-10-6
ITEM 3
The person filing this statement is a:
(g)[x] Parent Holding Company
ITEM 4
OWNERSHIP
a. Amount beneficially owned: 1,515,880
b. Percent of class: 22.61%
c. Number of shares as to which the person has:
1. Sole power to vote or to direct the vote 2,950
2. Shared power to vote or to direct the vote 0
3. Sole power to dispose or to direct the disposition: 1,515,880
4. Shared power to dispose or to direct the disposition: 0
ITEM 5
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS ( )
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Page 4 of 6
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The D. Mark Spencer and Guy A. Gibson accounts hold shares of Matrix
Capital Corp. exceeding 5%. Other persons have the right to receive
or the power to direct the receipt of, dividend from, or the proceeds
from the sale of, such securities. To our knowledge no interest of
any such person relates to more than 5% of the class.
ITEM 7
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
See Exhibit A
ITEM 8
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9
NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10
CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 29, 1998
/s/ Merita Schollmeier
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Merita Schollmeier
Vice President
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Page 5 of 6
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Act of 1934
EXHIBIT A
The Schedule to which this attachment is appended is filed on behalf of the
following subsidiary which is classified as a broker for the purposes of
17 CFR 140.13d-1 (b) (ii) (A).
U.S. Bancorp Piper Jaffrey Inc.
222 South Ninth Street
Minneapolis, MN 55402-3804
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Page 6 of 6
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
EXHIBIT B - DISCLAIMER
Information on the attached Schedule 13G is provided solely for the purpose
of complying with Section 13(d) and 13(g) of the Securities Exchange Act of
1934 and Regulations promulgated under authority thereof and is not intended
as an admission that U.S. Bancorp or any of its subsidiaries, is a beneficial
owner of the securities described herein for any other purpose (including
without limitation for purposes of the Minnesota Control Share Acquisition
Act).
