<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 1999
(No. 333-_____)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
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 6711 41-0255900
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Incorporation Industrial Classification Identification
or Organization) Code Number) Number)
U.S. BANCORP LEE R. MITAU, ESQ.
U.S. BANK PLACE U.S. BANK PLACE
601 SECOND AVENUE SOUTH 601 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55402-4302 MINNEAPOLIS, MINNESOTA 55402-4302
(612) 973-1111 (612) 973-1111
(Address, including zip code, (Name, address, including zip code,
and telephone number, including and telephone number, including
area code, of registrant's area code, of
principal executive offices) agent for service)
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COPIES TO:
Elizabeth C. Hinck, Esq. Kurt L. Kicklighter, Esq.
Dorsey & Whitney LLP Higgs, Fletcher & Mack LLP
2200 South Sixth Street 401 West A Street, Suite 2600
Minneapolis, Minnesota 55402 San Diego, California 92101
(612) 340-8877 (619) 236-1551
Approximate date of commencement of proposed sale of the securities to the
public: as soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: /X/ 333-75603
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE(3)
BE REGISTERED REGISTERED (1) PER SHARE(2) PRICE
<S> <C> <C> <C> <C>
Common Stock, $1.25 par value 1,044,840 $33.698 $35,208,931 $9,788
</TABLE>
(1) Based upon an estimate of the maximum number of shares of common stock, no
par value (the "BOC Common Stock"), of Bank of Commerce ("BOC") which will
each be exchanged for shares of common stock, $1.25 par value (the "USB
Common Stock"), of U.S. Bancorp ("USB") pursuant to the Merger described
herein.
(2) Calculated in accordance with Rule 457(f)(l) under the Securities Act based
on the aggregate market value on 1,044,840 of the shares of BOC Common
Stock expected to be canceled in connection with the Merger on July 6,
1999.
(3) The registration fee of $9,788 was calculated pursuant to Rule 457(f) under
the Securities Act, as follows: .000278 multiplied by the proposed maximum
aggregate offering price.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of USB's
Registration Statement on Form S-4, Securities and Exchange Commission (the
"Commission") File No. 333-75603, as filed with the Commission on April 2, 1999,
as amended by Amendment No. 1 thereto filed with the Commission on May 3, 1999,
are incorporated herein by reference.
<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-4 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 July 12, 1999.
U.S. BANCORP
By /s/ John F. Grundhofer
------------------------------------------------
John F. Grundhofer
Chairman, President, Chief Executive Officer and
Director
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
<S> <C>
/s/ John F. Grundhofer July 12, 1999
- --------------------------------------
John F. Grundhofer
Chairman, President, Chief Executive
Officer, and Director
(principal executive officer)
/s/ Susan E. Lester July 12, 1999
- --------------------------------------
Susan E. Lester
Executive Vice President and
Chief Financial Officer
(principal financial officer)
/s/ Terrance R. Dolan July 12, 1999
- --------------------------------------
Terrance R. Dolan
Senior Vice President and Controller
(principal accounting officer)
* July 12, 1999
- --------------------------------------
Linda L. Ahlers
Director
* July 12, 1999
- --------------------------------------
Harry L. Bettis
Director
* July 12, 1999
- --------------------------------------
Arthur D. Collins, Jr.
Director
<PAGE>
* July 12, 1999
- --------------------------------------
Peter H. Coors
Director
* July 12, 1999
- --------------------------------------
Robert L. Dryden
Director
* July 12, 1999
- --------------------------------------
Joshua Green III
Director
* July 12, 1999
- --------------------------------------
Delbert W. Johnson
Director
* July 12, 1999
- --------------------------------------
Joel W. Johnson
Director
* July 12, 1999
- --------------------------------------
Jerry W. Levin
Director
* July 12, 1999
- --------------------------------------
Edward J. Phillips
Director
* July 12, 1999
- --------------------------------------
Paul A. Redmond
Director
* July 12, 1999
- --------------------------------------
Richard G. Reiten
Director
* July 12, 1999
- --------------------------------------
S. Walter Richey
Director
* July 12, 1999
- --------------------------------------
Warren R. Staley
Director
<PAGE>
* By /s/ Terrance R. Dolan
--------------------------------
Terrance R. Dolan
Pro se and as Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ---------- ----------- ----
<S> <C> <C>
5.1 Opinion and consent of Dorsey & Whitney LLP
as to the legality of the securities being registered
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP (relating to financial
statements of USB)
23.3 Consent of Deloitte & Touche, LLP (relating to financial
statements of BOC)
24.1 Powers of Attorney (Incorporated by reference to USB's
Registration Statement on Form S-4, as amended,
File No. 333-75603.)
</TABLE>
<PAGE>
Exhibit 5.1
[Opinion of Dorsey & Whitney LLP]
U..S. Bancorp
U.S. Bank Place
601 Second Avenue South
Minneapolis, MN 55402-4302
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to U.S. Bancorp, a Delaware corporation (the
"Company"), in connection with a Registration Statement on Form S-4 (the
"Registration Statement") relating to the issuance by the Company of up to
1,044,840 shares (the "Shares") of Common Stock of the Company, par value $ 1.25
per share that are to be issued in connection with the merger of Bank of
Commerce with and into a subsidiary of the Company (the "Merger"), as described
in the Proxy Statement/Prospectus, incorporated by reference into the
Registration Statement.
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of our 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. We have
also assumed that the Shares will be issued in connection with the Merger as
described in the Registration Statement.
Based on the foregoing, we are of the opinion that the Shares to be issued
by the Company in the Merger have been duly authorized and, when issued in
accordance with the terms of the Agreement (as defined in the Registration
Statement), will be validly issued, fully paid and nonassessable.
<PAGE>
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.
Dated: July 12, 1999
Very truly yours,
/s/ Dorsey & Whitney LLP
ECH
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-4) and related Prospectus of U.S. Bancorp, dated July 13, 1999, of
our report dated January 20, 1999, 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, 1998, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Minneapolis, Minnesota
July 13, 1999
<PAGE>
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of U.S. Bancorp on Form S-4 of our report dated January 29, 1999, appearing
in the Annual Report on Form 10-K of Bank of Commerce for the year ended
December 31, 1998.
DELOITTE & TOUCHE LLP
San Diego, California
July 8, 1999
