<PAGE>
Filed Pursuant to Rule 424(b)(5)
File Number 333-45211
SUPPLEMENT
dated May 21, 1999
to
Prospectus Supplement
dated March 30, 1998
$1,774,000,000
U.S. BANCORP
(Minneapolis, Minnesota)
MEDIUM-TERM NOTES, SERIES J (SENIOR)
MEDIUM-TERM NOTES, SERIES K (SUBORDINATED)
Due 9 months or More from Date of Issue
The information in this Supplement supersedes the information set forth
under the caption "U.S. Bancorp" in the Prospectus dated February 17, 1998, as
supplemented by the Prospectus Supplement dated March 30, 1998 (the "Prospectus
Supplement").
In addition, U.S. Bancorp may from time to time issue up to
$1,774,000,000 aggregate principal amount of Notes pursuant to the Prospectus
Supplement as supplemented by this Supplement.
<PAGE>
U.S. BANCORP
U.S. Bancorp ("USB") is a regional, multi-state bank holding company,
headquartered in Minneapolis, Minnesota. It is registered under the Bank Holding
Company Act of 1956, as amended, and is subject to the supervision of, and
regulation by, the Board of Governors of the Federal Reserve System. USB,
formerly known as First Bank System, Inc., is the organization created by the
acquisition by First Bank System, Inc. of U. S. Bancorp of Portland, Oregon. The
combined organization is the 13th largest U.S. bank holding company. USB
operates 4 banks and 11 trust companies having approximately 1,000 banking
offices in 17 Midwestern and Western states. USB offers full-service brokerage
services at approximately 100 offices through a wholly owned subsidiary. USB
also has various nonbank subsidiaries engaged in financial services. At March
31, 1999, USB and its consolidated subsidiaries had consolidated assets of $76
billion, consolidated deposits of $49 billion, and shareholders' equity of $6
billion.
The banking subsidiaries of USB are engaged in general commercial
banking business, principally in domestic markets. They range in size from less
than $1 million to $48 billion in deposits and provide a wide variety of
services to individuals, businesses, industry, institutional organizations,
governmental entities and other financial institutions. Depository services
include checking accounts, savings accounts and time certificates of deposit.
Ancillary services such as treasury management and receivable lockbox collection
are provided to corporate customers. The banking and trust company subsidiaries
of USB provide a full range of fiduciary activities for individuals, estates,
foundations, business corporations and charitable organizations.
USB provides banking services through its subsidiary banks to both
domestic and foreign customers and correspondent banks. These services include
consumer banking, commercial lending, financing of import/export trade, foreign
exchange, and investment services. USB, through its subsidiaries, also provides
services in trust, commercial and agricultural finance, data processing,
leasing, and brokerage services.
On May 1, 1998, USB completed its acquisition of Piper Jaffray
Companies Inc., a full-service investment banking and securities brokerage firm
in a cash transaction. The acquisition was accounted for as a purchase. On
February 18, 1999, USB announced an agreement to acquire San Diego-based Bank of
Commerce, one of the largest U.S. Small Business Administration lenders. Pending
regulatory approvals, the acquisition is expected to close at the end of the
second quarter of 1999. On May 19, 1999, USB announced an agreement to acquire
Newport Beach California-based Western Bancorp. With $2.5 billion in assets at
March 31, 1999, Western Bancorp has 31 branches in Los Angeles, Orange and San
Diego counties. The acquisition is pending regulatory and Western Bancorp
shareholder approvals and is expected to close in the fourth quarter of 1999.
USB was incorporated under Delaware law in 1929 and has functioned as a
multi-bank holding company since that time. Its principal executive offices are
located at 601 Second Avenue South, Minneapolis, Minnesota 55402-4302, and its
telephone number is (612) 973-1111.
-2-
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U.S. BANCORP
Medium-Term Notes, Series J (Senior)
Medium-Term Notes, Series K (Subordinated)
Authentication Certificate Supplemental to the Officers' Certificate and
Company Order dated March 30, 1998
<TABLE>
<CAPTION>
<S> <C>
Series: Issue Price (Dollar Amount and Percentage of Principal
[ ] Series J (Senior) Amount): $_________/_________%
[ ] Series K (Subordinated)
Denominations: $_____________________________________
Form of Note:
[ ] Book-Entry Interest Rate/Initial Interest Rate:__________________
[ ] Certificated
Name and Address of Registered Owner:
Regular Record Dates:_________________________________
Interest Determination Dates:_________________________
Taxpayer Identification Number of Interest Reset Dates:_________________________________
Registered Owner:_____________________
Index Maturity:_______________________________________
Principal Amount:_____________________
Spread:_______________________________________________
Original Issue Date:__________________
Spread Multiplier:____________________________________
Maturity Date:________________________
Maximum Interest Rate:________________________________
Interest Rate Basis:
Minimum Interest Rate:________________________________
[ ] Fixed Rate Note
[ ] Commercial Paper Rate Note For Original Issue Discount Notes:
[ ] Federal Funds Rate Note
[ ] LIBOR Note Original issue discount:____________________%
[ ] Prime Rate Note
[ ] Eleventh District Cost of Funds
Rate Note Yield to maturity:__________________________%
[ ] CD Rate Note
[ ] Treasury Rate Note Original Issue Discount Note:
[ ] J.J. Kenny Rate Note
[ ] CMT Rate Note [ ] Subject to special provisions set forth therein
[ ] Other Base Rate (as described below)
Note [ ] For Federal income tax purposes only
[ ] Zero Coupon Note
Aggregate initial offering price of Debt Securities issued
under Registration Statement No. 333- 45211 through date
hereof (including this Note): $___________________
Agent designated to deliver unsold Note to
Trustee for cancellation:_________________ Aggregate initial offering price of Notes issued through
date hereof (including this Note): $___________________
Agent's Commission:_______________________ Increase in aggregate principal amount of Notes pursuant to
paragraph A(2) of the Officers' Certificate and Company
Order dated March 30, 1998: $1,774,000,000
Redemption Terms:
_________________________________________*
Other Terms: _________________________________________**
</TABLE>
Dated: _______________, 1999
______________
* To be signed by the Treasurer or any Assistant Treasurer or Senior Vice
President designated as an "Authorized Officer."
** To be signed by a Vice President.
