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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 15, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
U.S. BANCORP
(Exact name of registrant as specified in its charter)
DELAWARE 41-0255900
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
U.S. BANK PLACE
601 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55402-4302
(612) 973-1111
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-----------------------------------------
<TABLE>
<S><C>
LEE R. MITAU, ESQ. COPIES TO:
U.S. BANCORP ELIZABETH C. HINCK, ESQ.
601 SECOND AVENUE SOUTH DORSEY & WHITNEY, LLP
MINNEAPOLIS, MINNESOTA, 55402-4302 220 SOUTH SIXTH STREET,
(612) 973-1111 MINNEAPOLIS, MINNESOTA 55402
(612) 340-8877
</TABLE>
(Name, address, including zip code and telephone number of
agent for service)
--------------------
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
--------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule
462(c) 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. / /
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following
box. / /
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) UNIT(2) PRICE(2) FEE
<S> <C> <C> <C> <C>
Common Stock (par
value $1.25 per share)............ 2,642,708 shares $ 17.31 $ 45,745,275 $ 12,077
</TABLE>
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 BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF
1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS
THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
(1) This Registration Statement relating to the resale of shares of Common
Stock of the Registrant to be received by the persons under the
circumstances described herein.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c), based upon the average of high and low
prices of the Common Stock as reported on the New York Stock Exchange
on March 9, 2000.
<PAGE>
U.S. BANCORP
2,642,708 SHARES OF COMMON STOCK
---------------
LISTED ON: THE NEW YORK STOCK EXCHANGE
TRADING SYMBOL: USB
CLOSING PRICE ON MARCH 13, 2000: 17 9/16
----------------
CERTAIN STOCKHOLDERS OF U.S. BANCORP PROPOSE TO SELL
SHARES OF U.S. BANCORP COMMON STOCK
THE SELLING STOCKHOLDERS:
- may sell up to 2,642,708 shares, as described herein under
"Plan of Distribution"
- will pay all stock transfer taxes, brokerage commissions,
underwriting discounts or commissions and their own counsel's
fees
- are named individually herein under "Selling Stockholders"
- will indemnify U.S. Bancorp against certain liabilities
U.S. BANCORP:
- will not receive any proceeds from the sale of these shares
- will pay all expenses other than those paid by the Selling
Stockholders
- will indemnify the Selling Stockholders against certain
liabilities
----------------
The mailing address of the principal executive offices of U.S. Bancorp
is U.S. Bank Place, 601 Second Avenue South, Minneapolis, Minnesota 55402-4302,
and the telephone number is (612) 973-1111.
THE SHARES OFFERED ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------
The date of this prospectus is _____________, 2000.
<PAGE>
U.S. BANCORP
GENERAL
U.S. Bancorp is a multi-state bank holding company headquartered in
Minneapolis, Minnesota. U.S. Bancorp was incorporated in Delaware in 1929 and
owns 100 percent of the capital stock of each of four banks and eleven trust
companies, having approximately 1,000 banking offices in 16 Midwestern and
Western states. U.S. Bancorp offers full-service brokerage services at
approximately 100 offices through a wholly owned subsidiary. U.S Bancorp also
has various nonbank subsidiaries engaged in financial services.
The banks are engaged in general commercial banking business,
principally in domestic markets. They range in size from less than $1.0 million
to $51.1 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 certificate contracts. Ancillary services
such as treasury management and receivable lockbox collection are provided for
corporate customers. U.S. Bancorp's bank and trust subsidiaries provide a full
range of fiduciary activities for individuals, estates, foundations, business
corporations, and charitable organizations.
U.S. Bancorp 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. U.S. Bancorp, through its
subsidiaries, also provides services in trust, commercial and agricultural
finance, data processing, leasing and brokerage services.
COMPETITION
The commercial banking business is highly competitive. U.S. Bancorp's
subsidiary banks compete with other commercial banks and with other financial
institutions, including savings and loan associations, mutual savings banks,
finance companies, mortgage banking companies, credit unions, and investment
companies. In recent years, competition has increased from institutions not
subject to the same regulatory restrictions as domestic banks and bank holding
companies.
GOVERNMENT POLICIES
The operations of U.S. Bancorp's various operating units are affected
by state and federal legislative changes and by policies of various regulatory
authorities, including those of the several states in which they operate, the
United States and foreign governments. These policies include, for example,
statutory maximum legal lending rates, domestic monetary policies of the Board
of Governors of the Federal Reserve System (the "Federal Reserve Board"), United
States
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fiscal policy, international currency regulations and monetary policies, and
capital adequacy and liquidity constraints imposed by bank regulatory
agencies.
SUPERVISION AND REGULATION
U.S. Bancorp is a registered bank holding company under the Bank
Holding Company Act of 1956 (the "Holding Company Act") and is subject to the
supervision of, and regulation by, the Federal Reserve Board.
Under the Holding Company Act, a bank holding company may engage in
banking, managing or controlling banks, furnishing or performing services for
banks it controls, and conducting activities that the Federal Reserve Board has
determined to be closely related to banking. U.S. Bancorp must obtain the prior
approval of the Federal Reserve Board before acquiring more than 5 percent of
the outstanding shares of another bank or bank holding company, and must provide
notice to, and in some situations obtain the prior approval of, the Federal
Reserve Board in connection with the acquisition of more than 5 percent of the
outstanding shares of a company engaged in a "bank-related" business.
Under the Holding Company Act, as amended by the Reigle-Neal Interstate
Banking and Branching Efficiency Act of 1994 (the "Reigle-Neal Act"), U.S.
Bancorp may acquire banks throughout the United States, subject only to state or
federal deposit caps and state minimum-age requirements. The Reigle-Neal Act
authorized interstate branching by acquisition and consolidation in those states
that had not opted out of interstate branching.
The Gramm-Leach-Bliley Act of 1999 eliminates many of the restrictions
placed on the activities of certain qualified bank holding companies. Effective
March 11, 2000, a banking holding company can qualify as a "financial holding
company" and expand into a wide variety of financial services, including
securities activities, insurance and merchant banking without the prior approval
of the Federal Reserve Board. U.S. Bancorp expects to qualify as a financial
holding company as soon as possible after the effective date.
National banks are subject to the supervision of, and are examined by,
the Comptroller of the Currency. All subsidiary banks of U.S. Bancorp are
members of the Federal Deposit Insurance Corporation (the "FDIC") and are
subject to examination by the FDIC. In practice, the primary federal regulator
makes regular examinations of each subsidiary bank subject to its regulatory
review or participates in joint examinations with other federal regulators.
Areas subject to regulation by federal authorities include the allowance for
credit losses, investments, loans, mergers, issuance of securities, payment of
dividends, establishment of branches and other aspects of operations.
ADDITIONAL INFORMATION
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You may obtain financial and other information relating to U.S.
Bancorp, its directors, and its executive officers from its 1999 Annual Report
on Form 10-K filed February 25, 2000. You may obtain a copy of this and other
reports as indicated under "WHERE YOU CAN FIND MORE INFORMATION."
DESCRIPTION OF U.S. BANCORP'S CAPITAL STOCK
The following description of the capital stock of U.S. Bancorp does not
purport to be complete and is subject, in all respects, to applicable Delaware
law and to the provisions of the U.S. Bancorp Certificate of Incorporation. The
following description is qualified by reference to the U.S. Bancorp Certificate
of Incorporation, and the certificate of designation for each series of
preferred stock of U.S. Bancorp.
GENERAL
The authorized capital stock of U.S. Bancorp consists of 1,500,000,000
shares of U.S. Bancorp Common Stock, par value $1.25 per share, and 50,000,000
shares of preferred stock, par value $1.00 per share. Unless action is required
by applicable laws or regulations, the board of directors of U.S. Bancorp has
the power to adopt resolutions that (1) provide for the issuance of preferred
stock in one or more series and (2) fix or limit the voting rights,
designations, preferences, and relative, participating, optional or other
special rights of the preferred stock. This power is limited by applicable laws
and regulations and may be delegated to a committee of the U.S. Bancorp Board.
As of December 31, 1999, approximately 754.4 million shares of U.S.
Bancorp Common Stock were issued (including approximately 1.0 million shares
held in treasury), and approximately 101.6 million shares were reserved for
future issuance. As of December 31, 1999, there were 53,176 shares of preferred
stock of U.S. Bancorp outstanding and 12,750 shares of preferred stock of U.S.
Bancorp reserved for issuance.
PREFERRED STOCK
U.S. Bancorp presently has one series of U.S. Bancorp's Term
Participating Preferred Stock (the "Term Participating Preferred Stock")
outstanding and 12,750 shares of its Series 1990A Preferred Stock reserved for
issuance.
TERM PARTICIPATING PREFERRED STOCK
GENERAL. U.S. Bancorp has established a series of preferred stock, par
value $1.00 per share, designated as the "Term Participating Preferred Stock."
U.S. Bancorp issued such shares as consideration in connection with a merger
transaction. Holders of Term Participating Preferred Stock will possess rights
to receive U.S. Bancorp Common Stock pursuant to a Rights
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Agreement, dated as of January 4, 1999, between U.S. Bancorp and U.S. Bank
National Association, as Rights Agent.
The number of shares of Term Participating Preferred Stock will
initially be approximately 100,000. The U.S. Bancorp Board may increase or
decrease the number of shares, but not below the number then outstanding. Any
shares transferred to U.S. Bancorp will be available for reissuance as shares of
this series.
TERM. The shares of Term Participating Preferred Stock will remain
outstanding until December 31, 2003 or the Early Termination Date, as defined in
the Rights Agreement (the "Term Date"), unless earlier purchased by U.S.
Bancorp. Prior to the Term Date, (1) each share of Term Participating Preferred
Stock will represent only the right to receive the number of shares of U.S.
Bancorp Common Stock to which the holder of the attached right would be
entitled, assuming that the right is validly exercised or deemed exercised, and
(2) the holders of the Term Participating Preferred Stock will have no other
rights or claims against U.S. Bancorp.
DIVIDENDS. The U.S. Bancorp Board may declare dividends on the Term
Participating Preferred Stock, out of funds legally available, on the date
occurring prior to the Term Date that dividends or other distributions except
those payable in U.S. Bancorp Common Stock, are payable on or in respect of U.S.
Bancorp Common Stock and in an amount per share equal to the aggregate amount of
dividends or other distributions, except those payable in U.S. Bancorp Common
Stock, that would be payable on that date to a holder of the Reference Package
(as defined below). Dividends on each share will cumulate from the date such
share is originally issued.
However, any share originally issued after a dividend record date and
on or prior to the dividend payment date to which the record date relates will
not be entitled to receive the dividend payable on the dividend payment date.
Holders of shares will not be entitled to any dividends, whether payable in
cash, property or stock, in excess of full cumulative dividends.
The term "Reference Package" initially means ten shares of U.S. Bancorp
Common Stock. If U.S. Bancorp, at any time after the close of business on the
date of initial issuance of the Term Participating Preferred Stock, (1) declares
or pays a dividend on any U.S. Bancorp Common Stock payable in U.S. Bancorp
Common Stock, (2) subdivides, by any split, recapitalization or otherwise, any
U.S. Bancorp Common Stock or (3) combines any U.S. Bancorp Common Stock into a
smaller number of shares, then the Reference Package after this event will be
the U.S. Bancorp Common Stock that a holder of the Reference Package immediately
prior to the event would hold after the event.
While any shares of Term Participating Preferred Stock are outstanding,
U.S. Bancorp must first pay the full cumulative dividends, including the
dividend to be due upon payment of the dividend, distribution, redemption,
purchase or other acquisition, on all outstanding shares if U.S. Bancorp (1)
declares a dividend upon the U.S. Bancorp Common Stock or upon any other
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stock ranking junior to the Term Participating Preferred Stock as to
dividends or upon liquidation, except for dividends in the stock, or (2)
acquires for any consideration, or pays or makes available any money for a
sinking fund for the redemption of any shares of the stock, any U.S. Bancorp
Common Stock or any other stock of U.S. Bancorp ranking junior to or on
parity with the Term Participating Preferred Stock as to dividends or upon
liquidation, except by conversion into or in exchange for the stock.
MERGER. If there is a transaction prior to the Term Date in which the
shares of U.S. Bancorp Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then each share of Term
Participating Preferred Stock shall at the same time be similarly exchanged or
changed in an amount equal to the aggregate amount of stock, securities, cash
and/or any other property payable in kind, as the case may be, that a holder of
the Reference Package would be entitled to receive as a result of the
transaction.
LIQUIDATION PREFERENCE. If U.S. Bancorp is liquidated prior to the Term
Date, the holders of shares of Term Participating Preferred Stock will be
entitled to receive an amount per share equal to the aggregate amount
distributed or to be distributed prior to the date in connection with the
liquidation to a holder of the Reference Package. This payment will be made
before any distribution or payment is made to the holders of U.S. Bancorp Common
Stock or of any other stock of U.S. Bancorp ranking junior to the Term
Participating Preferred Stock upon liquidation. This payment also includes
accrued dividends to the distribution or payment date, whether or not earned or
declared. If the payment is made in full to all holders, or on or following the
occurrence of the Term Date, the holder as such will have no right or claim to
any of the remaining assets of U.S. Bancorp.
If the assets of U.S. Bancorp available for distribution to the holders
of shares of Term Participating Preferred Stock upon any liquidation of U.S.
Bancorp are insufficient to pay all amounts to which the holders are entitled
pursuant to the preceding paragraph, no distribution will be made on account of
any shares of any other class or series of preferred stock ranking on a parity
with or junior to the Term Participating Preferred Stock. However, U.S. Bancorp
may pay proportionate distributive amounts on account of the shares of Term
Participating Preferred Stock, ratably in proportion to the full distributable
amounts for which holders of all these parity shares are respectively entitled
upon the liquidation. Upon the liquidation of U.S. Bancorp, the holders of
shares of Term Participating Preferred Stock then outstanding will be entitled
to be paid out of assets of U.S. Bancorp available for distribution to its
stockholders of all amounts to which the holders are entitled pursuant to the
preceding paragraph before any payment is made to the holders of U.S. Bancorp
Common Stock or any other stock of U.S. Bancorp ranking junior upon liquidation
to the Term Participating Preferred Stock.
REDEMPTION. The shares of Term Participating Preferred Stock will not
be redeemable.
VOTING. The shares of Term Participating Preferred Stock will not
afford their holders any right to vote or consent except as required by law.
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TRANSFER. A share of Term Participating Preferred Stock may not be
transferred by any person to whom such share is issued by U.S. Bancorp except:
(1) by an employee to the employee's spouse or children or trusts for their
benefit or the benefit of the employee: (2) by the laws of descent; or (3) to
U.S. Bancorp; and in each case, without the receipt of value for the shares.
U.S. BANCORP SERIES 1990A PREFERRED STOCK
In connection with the sale by U.S. Bancorp of 37,800,000 shares of
U.S. Bancorp Common Stock and accompanying periodic stock purchase rights and
risk event warrants in a private placement in July 1990, U.S. Bancorp may under
some circumstances be obligated to issue up to 12,750 shares of its Series 1990A
Preferred Stock. See "--Common Stock--Periodic Stock Purchase Rights and Risk
Event Warrants" below. The shares of Series 1990A Preferred Stock would, if
issued, provide for a liquidation preference of $100,000 per share. The dividend
rate would be adjusted quarterly and would be determined at the time of
issuance.
If, at the time of any annual meeting of U.S. Bancorp stockholders for
the election of directors, the amount of accrued but unpaid dividends on the
Series 1990A Preferred Stock were equal to at least six quarterly dividends on
the series, then the number of directors of U.S. Bancorp would be increased by
one and the holders of such Series 1990A Preferred Stock, voting as a separate
class, would be entitled to elect one additional director who would continue to
serve the full term for which he or she would have been elected, notwithstanding
the declaration or payment of any dividends on the Series 1990A Preferred Stock.
The affirmative vote or consent of the holders of at least two-thirds of the
outstanding shares of U.S. Bancorp Series 1990A Preferred Stock will be required
for any amendment of the U.S. Bancorp Certificate of Incorporation, including
any certificate of designation or any similar document relating to any series of
preferred stock of U.S. Bancorp, that will adversely affect the powers,
preferences, privileges or rights of the U.S. Bancorp Series 1990A Preferred
Stock. The affirmative vote or consent of the holders of at least two-thirds of
the outstanding shares of U.S. Bancorp Series 1990A Preferred Stock will be
required to issue, authorize, or increase the authorized amount of, or issue or
authorize any obligation or security convertible into or evidencing a right to
purchase, any additional class or series of stock ranking prior to the U.S.
Bancorp Series 1990A Preferred Stock as to dividends or upon liquidation.
ADDITIONAL PROVISIONS
The rights of holders of U.S. Bancorp Common Stock will be subject to,
and may be adversely affected by, the rights of holders of any preferred stock
that may be issued in the future. Any such issuance may adversely affect the
interests of holders of the U.S. Bancorp Common Stock by (1) limiting the
control that the holders may exert by exercise of their voting rights or (2)
subordinating their rights in liquidation to the rights of the holders of
preferred stock of U.S. Bancorp. In addition, the issuance of shares of
preferred stock of U.S. Bancorp may discourage takeover attempts and other
changes in control of U.S. Bancorp by limiting the
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exercise of control by a person who has gained a substantial equity interest
in U.S. Bancorp. U.S. Bancorp has no current plans or agreements with respect
to the issuance of any other shares of preferred stock, except as described
above with respect to the Series 1990A Preferred Stock and the Term
Participating Preferred Stock.
COMMON STOCK
GENERAL. Each share of U.S. Bancorp Common Stock is entitled to the
dividends that may from time to time be declared by the U.S. Bancorp Board of
Directors from any funds legally available for dividends. U.S. Bancorp may not
declare any cash dividends on, or make any payment on account of, the purchase,
redemption or other retirement of, U.S. Bancorp Common Stock unless (1) full
dividends, including accumulated dividends, if applicable, have been paid or
declared or set apart for payment upon all outstanding shares of the preferred
stock of U.S. Bancorp, and (2) U.S. Bancorp is not in default or in arrears with
respect to any sinking or other analogous fund or other agreement for the
purchase, redemption or other retirement of any shares of preferred stock of
U.S. Bancorp. Holders of U.S. Bancorp Common Stock are entitled to one vote per
share. U.S. Bancorp stockholders do not have the right to cumulate their votes
in the election of directors. U.S. Bancorp Common Stock has no conversion
rights, and the holders of U.S. Bancorp Common Stock have no preemptive or other
rights to subscribe for additional securities of U.S. Bancorp. In the event of
the liquidation of U.S. Bancorp, after the payment or provision for payment of
all debts and liabilities and subject to the rights of the holders of preferred
stock of U.S. Bancorp that may be outstanding, the holders of U.S. Bancorp
Common Stock will be entitled to share ratably in the remaining assets of U.S.
Bancorp. The U.S. Bancorp Common Stock is listed on the New York Stock Exchange.
U.S. BANCORP DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN.
Pursuant to its U.S. Bancorp Reinvestment and Purchase Plan, U.S. Bancorp
provides eligible stockholders with a method of investing cash dividends and
optional cash payments at 100% of the average price (as defined in the U.S.
Bancorp Reinvestment and Purchase Plan) in additional shares of U.S. Bancorp
Common Stock without payment of any brokerage commission or service charge. The
U.S. Bancorp Reinvestment and Purchase Plan includes some dollar limitations on
participation and provides for eligible stockholders to elect dividend
reinvestment on only a part of the shares registered in the name of a
participant, while continuing to receive cash dividends on remaining shares.
PERIODIC STOCK PURCHASE RIGHTS AND RISK EVENT WARRANTS. U.S. Bancorp
has entered into (1) a Stock Purchase Agreement, dated as of May 30, 1990 (as
amended, the "Stock Purchase Agreement"), by and among Corporate Partners, L.P.
("Corporate Partners"), Corporate Offshore Partners, L.P. ("Offshore", and,
together with Corporate Partners, the "Partnerships"), The State Board of
Administration of Florida ("State Board") solely in its capacity as a managed
account and not in its individual capacity (State Board and the Partnerships
being referred to in this Proxy Statement collectively as the "Purchasers"),
Corporate Advisors, L.P. and U.S. Bancorp and (2) a
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Stock Purchase Agreement, dated as of May 30, 1990 (the "Florida Stock
Purchase Agreement"), by and between State Board in its individual capacity
and U.S. Bancorp.
Pursuant to the Stock Purchase Agreement, U.S. Bancorp sold:
- to Corporate Partners, 26,568,723 shares of U.S. Bancorp
Common Stock, 10 Periodic Stock Purchase Rights (each a
"PSPR") and one Risk Event Warrant.
- to Offshore, 1,931,928 shares of U.S. Bancorp Common Stock, 10
PSPRs and one Risk Event Warrant, and
- to State Board, 2,819,349 shares of U.S. Bancorp Common Stock,
10 PSPRs and one Risk Event Warrant.
Pursuant to the Florida Stock Purchase Agreement, U.S. Bancorp sold to State
Board 6,480,000 shares of U.S. Bancorp Common Stock, 10 PSPRs and one Risk Event
Warrant.
The Stock Purchase Agreement and the Florida Stock Purchase Agreement
contain transfer restrictions with respect to the shares of U.S. Bancorp Common
Stock acquired under it and standstill provisions limiting further acquisitions
of U.S. Bancorp Common Stock by the Purchasers and State Board. The Stock
Purchase Agreement and the Florida Stock Purchase Agreement also grant each of
the Purchasers and State Board the right to purchase its pro rata share of any
Voting Securities (as defined in the Stock Purchase Agreement) sold by U.S.
Bancorp for cash, subject to some exceptions. Pursuant to the Stock Purchase
Agreement, the Purchasers have designated one person to act as a non-voting
observer of the U.S. Bancorp Board.
Each PSPR issued to the Purchasers and State Board relates to a
specific twelve-month period commencing with the twelve-month period following
closing of the transactions contemplated under the Stock Purchase Agreement and
the Florida Stock Purchase Agreement. Each PSPR shall become exercisable in the
event that a Dividend Shortfall (as defined in the Stock Purchase Agreement)
exists for the specific twelve-month period to which the PSPR relates. A
Dividend Shortfall will be deemed to exist to the extent that U.S. Bancorp has
not paid a cash dividend equal to $9.0683 per share of U.S. Bancorp Common Stock
for each quarter within the twelve-month period. The PSPRs will be exercisable
for that number of shares of U.S. Bancorp Common Stock or, subject to the prior
approval of the FRB, depositary shares representing one one-thousandth of a
share of Series 1990A Preferred Stock ("Depositary Shares") such that the
holders of PSPRs will receive value equal to the Dividend Shortfall. Once a PSPR
has become exercisable, it will remain exercisable for a one-year period at an
exercise price of $1.25 per share of U.S. Bancorp Common Stock or $1.00 per
Depositary Share. If a PSPR were to become exercisable and were not redeemed by
U.S. Bancorp as described below, the issuance of Depositary Shares or U.S.
Bancorp Common Stock upon exercise of a PSPR could adversely affect the market
price of the U.S. Bancorp Common Stock. If the PSPRs were
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to be exercised for U.S. Bancorp Common Stock, there could be substantial
dilution of the U.S. Bancorp Common Stock.
Each "Risk Event Warrant" will become exercisable in the event of some
defined change of control events with respect to U.S. Bancorp where the value
received by holders of the U.S. Bancorp Common Stock is less than $4.625 per
share, or in some circumstances in the event the U.S. Bancorp Common Stock is
valued at less than $4.625 per share on the tenth anniversary of the closing of
the transactions contemplated under the Stock Purchase Agreement. The Risk Event
Warrants will be exercisable for that number of shares of U.S. Bancorp Common
Stock at an exercise price of $1.25 per share or, in some circumstances, subject
to the prior approval of the FRB, Depositary Shares such that the holders of
Risk Event Warrants will receive value equal to the shortfall. If the Risk Event
Warrants were to become exercisable and were not redeemed by U.S. Bancorp as
described below, the issuance of Depositary Shares or U.S. Bancorp Common Stock
upon exercise of a Risk Event Warrant could adversely affect the market price of
the U.S. Bancorp Common Stock. If the Risk Event Warrants were to be exercised
for U.S. Bancorp Common Stock, there could be substantial dilution of the U.S.
Bancorp Common Stock. In the event of a change in control at a time when the
market price of the U.S. Bancorp Common Stock is less than $4.625 per share, the
Risk Event Warrants may have the effect of reducing the price per share to be
received by the holders of the U.S. Bancorp Common Stock.
In the event of the exercise of a Risk Event Warrant upon the
occurrence of certain change of control events, U.S. Bancorp may, at its option,
subject to the prior approval of the FRB, elect to have such Risk Event Warrant
become exercisable for other securities of U.S. Bancorp acceptable to the holder
of the Risk Event Warrant in lieu of the shares of U.S. Bancorp Common Stock for
which the Risk Event Warrant would otherwise become exercisable. In addition,
U.S. Bancorp has the right, subject to the prior approval of the FRB, to redeem
any PSPR at a price equal to the Dividend Shortfall and any Risk Event Warrant
at a price equal to the "Value Shortfall" (as defined in the Stock Purchase
Agreement, or the "Termination Shortfall Amount" (as defined in the Stock
Purchase Agreement), as applicable, after the PSPR or Risk Event Warrant, as the
case may be, will have become exercisable. U.S. Bancorp also has entered into a
registration rights agreement with the Purchasers and with State Board pursuant
to which the Purchasers and State Board, respectively, are granted some rights
to cause U.S. Bancorp to register with the SEC the U.S. Bancorp Common Stock
acquired pursuant to the Stock Purchase Agreement and the Florida Stock Purchase
Agreement and the securities acquired upon exercise of the PSPRs and the Risk
Event Warrants.
ADDITIONAL PROVISIONS OF THE U.S. BANCORP CERTIFICATE OF INCORPORATION AND U.S.
BANCORP BYLAWS
The U.S. Bancorp Certificate of Incorporation requires the affirmative
vote of the holders of 80% of the "Voting Stock" (as defined in the U.S. Bancorp
Certificate of Incorporation) of U.S. Bancorp to approve certain mergers,
consolidations, reclassifications, dispositions of assets
10
<PAGE>
or liquidation, involving or proposed by certain significant stockholders,
unless certain price and procedural requirements are met or unless the
transaction is approved by the "Continuing Directors" (as defined in the U.S.
Bancorp Certificate of Incorporation). In addition, the U.S. Bancorp
Certificate of Incorporation provides for classification of the U.S. Bancorp
Board into three separate classes, sets a maximum board size of 30 and
authorizes action by the stockholders of U.S. Bancorp only pursuant to a
meeting and not by a written consent. These provisions of the U.S. Bancorp
Certificate of Incorporation can only be amended by the affirmative vote of
the holders of not less than 80% of the outstanding U.S. Bancorp voting
stock, except with respect to any amendment to the U.S. Bancorp Certificate
of Incorporation to reduce the maximum number of U.S. Bancorp directors to
the greater of (1) the number of directors then in office and (2) 24, which
amendment would require the approval of the holders of a majority of the
outstanding of U.S. Bancorp Common Stock pursuant to the Delaware General
Corporation Law. The U.S. Bancorp Bylaws provide that special meetings of
stockholders may be called only by the U.S. Bancorp Board of Directors or the
chief executive officer. The overall effect of these provisions may be to
delay or prevent attempts by other corporations or groups to acquire control
of U.S. Bancorp without negotiation with the U.S. Bancorp Board.
SELLING STOCKHOLDERS
Up to 2,642,708 shares of Common Stock (the "Shares") are being offered
for the account of the selling stockholders of U.S. Bancorp named below (the
"Selling Stockholders"). We may supplement this prospectus to identify any
donees, pledgees or other tranferees of the Selling Stockholders that may use
this prospectus in connection with the sale of Shares received by them. The
Shares will be issued by U.S. Bancorp to the Selling Stockholders in connection
with the acquisition of Oliver-Allen Corporation, Inc. by U.S. Bancorp, which is
expected to occur on or about April 15, 2000.
The following table sets forth certain information with respect to
the ownership of U.S. Bancorp Common Stock by each of the Selling
Stockholders as of March 15, 2000 and as adjusted to reflect the sale of the
Shares by each of them.
<TABLE>
<CAPTION>
Number of Maximum
Shares Number of
Beneficially Shares Shares
Owned to be Sold Beneficially
Prior to Pursuant Owned
the to this After
Name Offering Prospectus(1) Offering(1)
- ------------------------------------------------ ------------------- ------------------ ------------------
<S> <C> <C> <C>
John F. Allen and Elizabeth H. Allen,
Trustees, John F. Allen and
Elizabeth H. Allen Family Trust,
U/T/D July 10, 1992........................ 0 2,034,885 0
John R. Domingos, Trustee, Elizabeth
W. F. Allen Trust, U/T/D
December 26, 1992.......................... 0 290,698 0
11
<PAGE>
John R. Domingos, Trustee, Nicholas
M. Allen Trust, U/T/D December 26,
1992....................................... 0 290,698 0
Marin Community Foundation...................... 0 26,427 0
</TABLE>
- --------------------
(1) Assumes the sale of all the Shares offered by this prospectus.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time directly by one or more of the
Selling Stockholders (or their respective donees, pledgees or other transferees)
in separate transactions or in a single transaction (either of which may involve
block transactions), in settlement of short sales of Common Stock or in a
combination of such methods of sale. Such sales may be made on the New York
Stock Exchange, or such other national securities exchange or automated
interdealer quotation system on which shares of Common Stock are then listed.
Such sales may be made through negotiated transactions or otherwise at market
prices prevailing at the time of the sale or at negotiated prices.
Alternatively, from time to time one or more of the Selling Stockholders (or
their respective donees, pledgees or other transferees) may offer Shares through
brokers, dealers or agents, including a broker-dealer subsidiary of U.S.
Bancorp, who may receive commissions from any such Selling Stockholders, agents
and/or the purchasers for whom they may act as agent. If necessary, a
supplemental prospectus will describe the method of sale in greater detail. In
addition, any of the Shares which qualify for sale pursuant to Rule 144 under
the Securities Act of 1933 may be sold under Rule 144 rather than pursuant to
this prospectus.
In connection with distributions of the Shares, the Selling
Stockholders (or their respective donees, pledgees or other transferees) may
enter into hedging transactions with broker-dealers or other financial
institutions. In connection with such transactions, those broker-dealers or
other financial institutions may engage in short sales of U.S. Bancorp
securities in the course of hedging the positions they assume with the Selling
Stockholders. The Selling Stockholders may also sell shares of Common Stock
short and deliver the Shares to close out such short positions. The Selling
Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions that require the delivery to such
broker-dealers or financial institutions of the Shares, which Shares such
broker-dealer or financial institution may resell pursuant to this prospectus
(as supplemented or amended, if required, to reflect such transaction). The
Selling Stockholders may also pledge the Shares to a broker-dealer or other
financial institution and, upon a default, such broker-dealer or other financial
institution may sell the pledged Shares pursuant to this prospectus (as
supplemented or amended, if required, to reflect such transaction).
The Selling Stockholders (or their respective donees, pledgees or other
transferees) and any such brokers, dealers or agents that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933. Any profits on
12
<PAGE>
the sale of Shares by the Selling Stockholders and any associated commissions
that are received may be deemed to be underwriting compensation under the
Securities Act of 1933. If a Selling Stockholder is deemed to be an
underwriter, such Selling Stockholder may be subject to certain statutory
liabilities under the Securities Act of 1933, including but not limited to
Sections 11 and 12 thereof.
Shares may be sold from time to time in one or more transactions at a
fixed offering price, which may be changed, or at varying prices determined at
the time of sale or at negotiated prices. If applicable, such prices will be
determined by agreement between the Selling Stockholders and any such dealers.
The Selling Stockholders may, from time to time, authorize dealers, acting as
the Selling Stockholders' agents, to solicit offers to purchase Shares upon the
terms and conditions set forth in any supplemental prospectus. U.S. Bancorp does
not know of any arrangements that the Selling Stockholders have entered into to
effect any such transactions in the Shares, nor is U.S. Bancorp aware of which
brokerage firms the Selling Stockholders may select to effect brokerage
transactions.
The Selling Stockholders and any other person participating in a sale
or distribution of Shares will be subject to the Securities Exchange Act of 1934
and the rules and regulations thereunder, including Rule l0b-5 and Regulation M.
These provisions may limit the timing of purchases and sales of any of the
Shares by the Selling Stockholders and any other such person.
In order to comply with securities laws in certain jurisdictions, the
Shares offered hereby will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers.
U.S. Bancorp will not receive any part of the proceeds from the sale of
the Shares. The Selling Stockholders will pay all applicable stock transfer
taxes, brokerage commissions, underwriting discounts or commissions and the fees
of the Selling Stockholders' counsel. U.S. Bancorp will bear all other expenses
in connection with the offering and sale of the Shares, including filing fees,
legal and accounting fees and expenses, printing costs, and other expenses
arising out of the preparation and filing of the Registration Statement and this
prospectus. U.S. Bancorp has agreed to indemnify the Selling Stockholders
against certain liabilities, including certain liabilities under the Securities
Act of 1933, as amended, in connection with the registration and the offering
and sale of the Shares. The Selling Stockholders have also agreed to indemnify
U.S. Bancorp against certain liabilities in connection with the registration and
the offering and sale of the Shares.
USE OF PROCEEDS
U.S. Bancorp will not receive any proceeds from the sales hereunder of
the Shares but will bear certain of the expenses thereof. See "Plan of
Distribution".
VALIDITY OF THE SHARES
13
<PAGE>
The validity of the Shares is being passed upon for U.S. Bancorp by
Dorsey & Whitney LLP.
EXPERTS
The consolidated financial statements of U.S. Bancorp appearing in U.S.
Bancorp's Annual Report (Form 10-K) for the year ended December 31, 1999, 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 are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
U.S. Bancorp has filed with the Securities and Exchange Commission (the
"SEC") a Registration Statement under the Securities Act of 1933 that registers
the resale of the Shares by the Selling Stockholders (the "Registration
Statement"). The Registration Statement, including the attached exhibits and
schedules, contains additional relevant information about U.S. Bancorp and the
Common Stock. The rules and regulations of the SEC allow us to omit certain
information included in the Registration Statement from this prospectus.
In addition, U.S. Bancorp files reports, proxy statements and other
information with the SEC under the Securities Exchange Act of 1934. You may read
and copy this information at the following locations of the SEC:
<TABLE>
<S><C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2511
</TABLE>
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. The SEC also maintains an Internet world wide
web site that contains reports, proxy statements and other information about
issuers, like U.S. Bancorp, who file electronically with the SEC. The address of
that site is http://www.sec.gov. You can also inspect reports, proxy statements
and other information about U.S. Bancorp at the offices of the NYSE, 20 Broad
Street, New York, New York 10005.
The SEC allows U.S. Bancorp to "incorporate by reference" information
into this prospectus. This means that we can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is considered to be a part of this
prospectus, except for any information that is superseded by
14
<PAGE>
information that is included directly in this document. This prospectus
incorporates by reference the documents listed below that U.S. Bancorp has
previously filed with the SEC. They contain important information about U.S.
Bancorp and its financial condition.
<TABLE>
<CAPTION>
U.S. BANCORP SEC FILINGS PERIOD
- --------------------------------------------- --------------------------------
<S> <C>
Annual Report on Form 10-K................... Year ended December 31, 1999, as
filed February 25, 2000
</TABLE>
U.S. Bancorp incorporates by reference additional documents that it may
file with the SEC after the date of this prospectus. These documents include
periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, as well as proxy statements. We may modify
some of the statements contained in this prospectus and the documents
incorporated by reference. You should ignore any statements that are superseded.
Documents incorporated by reference are available from U.S. Bancorp
without charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit in this prospectus. You can
obtain documents incorporated by reference in this prospectus by requesting them
in writing or by telephone from U.S. Bancorp at the following address:
Investor Relations
U.S. Bancorp
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
Telephone (612) 973-2263
We have not authorized anyone to give any information or make any
representation about U.S. Bancorp that is different from, or in addition to,
that contained in this prospectus or in any of the materials that we have
incorporated into this document. Therefore, if anyone does give you information
of this sort, you should not rely on it. If you are in a jurisdiction where
offers to exchange or sell, or solicitations of offers to exchange or purchase,
the securities offered by this document or the solicitation of proxies is
unlawful, or if you are a person to whom it is unlawful to direct these types of
activities, then the offer presented in this document does not extend to you.
The information contained in this document speaks only as of the date of this
document unless the information specifically indicates that another date
applies.
FORWARD-LOOKING STATEMENTS
This prospectus (including information included or incorporated by
reference herein) contains certain forward-looking statements. Statements that
are not historical or current facts, including statements about beliefs and
expectations, are forward-looking statements. Forward-
15
<PAGE>
looking statements involve inherent risks and uncertainties, and important
factors could cause actual results to differ materially from those
anticipated, including the following: (1) U.S. Bancorp's investments in its
consumer banking, payment systems and wealth management business and in its
internet development could require additional incremental spending, and might
not produce expected deposit and loan growth and anticipated contributions to
our earnings; (2) general economic or industry conditions could be less
favorable than expected, resulting in a deterioration in credit quality or a
reduced demand for credit or fee-based products and services; (3) changes in
the domestic interest rate environment could reduce net interest income; (4)
the conditions of the securities markets could change, adversely affecting
revenues from capital markets businesses or the availability and terms of
funding necessary to meet with our liquidity needs; (5) changes in the
extensive laws, regulations and policies governing financial services
companies could alter U.S. Bancorp's business environment or affect
operations; (6) the potential need to adapt to industry changes in
information technology systems, on which we are highly dependent, could
present operational issues or require significant capital spending; (7)
competitive pressures could intensify and affect U.S. Bancorp's
profitability, including as a result of continued industry consolidation, the
increased availability of financial services from non-banks, technological
developments such as the internet, or bank regulatory reform; and (8)
acquisitions may not produce revenue enhancements or cost savings at levels
or within time frames originally anticipated, or may result in unforeseen
integration difficulties. Forward-looking statements speak only as of the
date they are made, and U.S. Bancorp undertakes no obligation to update them
in light of new information or future events.
See "WHERE YOU CAN FIND MORE INFORMATION."
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. EXPENSES.
<TABLE>
<CAPTION>
<S> <C>
Registration Statement filing fee............................................... $ 12,077
Legal fees and expenses ........................................................ 5,000
Accounting fees and expenses ................................................... 1,000
Printing costs ................................................................. 500
Miscellaneous .................................................................. 423
----------
Total ...................................................................... 19,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, U.S. Bancorp will indemnify its directors and
officers under certain circumstances against all expenses and liabilities
incurred by them as a result of suits brought against them as such directors and
officers. The indemnified directors and officers must act in good faith and in a
manner they reasonably believe to be in the best interests of U.S. Bancorp, and,
with respect to any criminal action or proceeding, have no reasonable cause to
believe their conduct was unlawful. U.S. Bancorp will not indemnify directors
and officers for expenses in respect of any matter as to which the indemnified
directors and officers shall have been adjudged to be liable to U.S. Bancorp,
unless the court in which such action or suit was brought shall otherwise
determine. U.S. Bancorp may indemnify officers and directors only as authorized
in each specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the Indemnitee has met the
applicable statutory standard of conduct.
Article Ninth of the U.S. Bancorp Restated Certificate of
Incorporation, as amended, provides that a director shall not be liable to U.S.
Bancorp or its stockholders for monetary damages for a breach of fiduciary duty
as a director, except for liability: (i) for any breach of the director's duty
of loyalty to U.S. Bancorp or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under the Delaware statutory provision making directors personally
liable for unlawful payment of dividends or unlawful stock repurchases or
redemptions, or (iv) for any transaction from which the directors derived an
improper personal benefit.
The Bylaws of U.S. Bancorp provide that the officers and directors of
U.S. Bancorp shall be indemnified to the full extent permitted by Delaware law,
as amended from time to time. The Board of Directors has discretion to indemnify
any employee of U.S. Bancorp for actions arising by reason of the employee's
employment with U.S. Bancorp. U.S. Bancorp shall pay expenses incurred by
officers and directors in defending actions in advance of any final disposition
if such officer or director agrees to repay such amounts if it is ultimately
determined that he or she is not
II-1
<PAGE>
entitled to be indemnified under Delaware law. U.S. Bancorp maintains a standard
policy of officers' and directors' liability insurance.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
<S> <C>
4.1 Restated Certificate of Incorporation, as amended.
(Incorporated by reference to Exhibit 3.1 to the registrant's
report on Form 10-Q for the period ended March 31, 1998.)
4.2 Bylaws of U.S. Bancorp, as amended. (Incorporated by reference
to Exhibit 3.1 to the report on Form 10-Q for the quarter
ended June 30, 1998.)
4.3 [Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies
of instruments defining the rights of holders of long-term
debt are not filed. U.S. Bancorp agrees to furnish a copy
thereof to the Securities and Exchange Commission upon
request.]
4.4 Warrant Agreement, dated as of October 2, 1995, between U.S.
Bancorp and First Chicago Trust Company of New York, as
Warrant Agent and Form of Warrant. (Incorporated by reference
to Exhibits 4.18 and 4.19 to Registration Statement on
Form S-3, File No. 33-61667.)
4.5 Warrant Agreement, dated as of November 20, 1990, between
Metropolitan Financial Corporation and American Stock Transfer
and Trust Company, as Warrant Agent; Supplemental Warrant
Agreement, dated as of January 24, 1995, between U.S. Bancorp
and American Stock Transfer and Trust Company, as Warrant
Agent; and Form of Warrant. (Incorporated by reference to
Exhibit 4E to report on Form 10-K for the year ended
December 31, 1996.)
4.6 Certificate of Designation and Terms of Term Participating
Preferred Stock of U.S. Bancorp. (Incorporated by reference
to Exhibit 4.1 of the Form S-4 filed April 2, 1999)
4.7 Forms of Warrant Agreements, dated as of November 5, 1996,
between Monarch Bancorp (predecessor of Western Bancorp) and
certain Warrantholders, and accompanying Forms of Warrants,
assumed by U.S. Bancorp upon its acquisition of Western
Bancorp on November 15, 1999. (Incorporated by reference to
Exhibit 4.5 to the report on Form 10-K for the year ended
December 31, 1999.)
5.1 Opinion and consent of Dorsey & Whitney LLP as to legality of
the securities being registered.
23.1 Consent of Dorsey & Whitney LLP. (Included in Exhibit 5.1.)
II-2
<PAGE>
23.2 Consent of Ernst & Young LLP (relating to financial statements
of U.S. Bancorp).
24 Powers of Attorney.
27 Financial Data Schedule. (Incorporated by reference to
Exhibit 27 to report on Form 10-K for the year ended
December 31, 1999.)
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
II-3
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to its articles, bylaws or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(d) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and U.S.
Bancorp being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
(f) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.
II-4
<PAGE>
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed
to be the initial BONA FIDE offering thereof.
II-5
<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-3 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 March 15, 2000.
U.S. BANCORP
By /s/ John F. Grundhofer
------------------------------
John F. Grundhofer
Chairman and Chief Executive Officer
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 March 15, 2000
- --------------------------------------------
John F. Grundhofer
Chairman and Chief Executive
Officer
(principal executive officer)
/s/ Susan E. Lester March 15, 2000
- --------------------------------------------
Susan E. Lester
Executive Vice President and
Chief Financial Officer
(principal financial officer)
/s/ Terrance R. Dolan March 15, 2000
- --------------------------------------------
Terrance R. Dolan
Senior Vice President and Controller
(principal accounting officer)
* March 15, 2000
- --------------------------------------------
Linda L. Ahlers
Director
II-6
<PAGE>
* March 15, 2000
- --------------------------------------------
Harry L. Bettis
Director
* March 15, 2000
- --------------------------------------------
Arthur D. Collins, Jr.
Director
* March 15, 2000
- --------------------------------------------
Peter H. Coors
Director
* March 15, 2000
- --------------------------------------------
Robert L. Dryden
Director
* March 15, 2000
- --------------------------------------------
Joshua Green III
Director
* March 15, 2000
- --------------------------------------------
Delbert W. Johnson
Director
* March 15, 2000
- --------------------------------------------
Joel W. Johnson
Director
* March 15, 2000
- --------------------------------------------
Jerry W. Levin
Director
* March 15, 2000
- --------------------------------------------
Edward J. Phillips
Director
* March 15, 2000
- --------------------------------------------
Paul A. Redmond
Director
II-7
<PAGE>
* March 15, 2000
- --------------------------------------------
Richard G. Reiten
Director
* March 15, 2000
- --------------------------------------------
S. Walter Richey
Director
* March 15, 2000
- --------------------------------------------
Warren R. Staley
Director
* By /s/Terrance R. Dolan March 15, 2000
- -------------------------------------------
Terrance R. Dolan
Pro se and as Attorney-in-Fact
</TABLE>
II-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
<S> <C>
4.1 Restated Certificate of Incorporation, as amended. (Incorporated
by reference to Exhibit 3.1 to the registrant's report on Form
10-Q for the period ended March 31, 1998.)
4.2 Bylaws of U.S. Bancorp, as amended. (Incorporated by reference to
Exhibit 3.1 to the report on Form 10-Q for the quarter ended June
30, 1998.)
4.3 [Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of
instruments defining the rights of holders of long-term debt are
not filed. U.S. Bancorp agrees to furnish a copy thereof to the
Securities and Exchange Commission upon request.]
4.4 Warrant Agreement, dated as of October 2, 1995, between U.S.
Bancorp and First Chicago Trust Company of New York, as Warrant
Agent and Form of Warrant. (Incorporated by reference to Exhibits
4.18 and 4.19 to Registration Statement on Form S-3, File No.
33-61667.)
4.5 Warrant Agreement, dated as of November 20, 1990, between
Metropolitan Financial Corporation and American Stock Transfer and
Trust Company, as Warrant Agent; Supplemental Warrant Agreement,
dated as of January 24, 1995, between U.S. Bancorp and American
Stock Transfer and Trust Company, as Warrant Agent; and Form of
Warrant. (Incorporated by reference to Exhibit 4E to report on
Form 10-K for the year ended December 31, 1996.)
4.6 Certificate of Designation and Terms of Term Participating
Preferred Stock of U.S. Bancorp (Incorporated by reference to
Exhibit 4.1 of the Form S-4 filed April 2, 1999)
4.7 Forms of Warrant Agreements, dated as of November 5, 1996, between
Monarch Bancorp (predecessor of Western Bancorp) and certain
Warrantholders, and accompanying Forms of Warrants, assumed by
U.S. Bancorp upon its acquisition of Western Bancorp on November
15, 1999. (Incorporated by reference to Exhibit 4.5 to the report
on Form 10-K for the year ended December 31, 1999.)
5.1 Opinion and consent of Dorsey & Whitney LLP as to legality of the
securities being registered.
11-9
<PAGE>
23.1 Consent of Dorsey & Whitney LLP. (Included in Exhibit 5.1.)
23.2 Consent of Ernst & Young LLP (relating to financial statements of
U.S. Bancorp).
24 Powers of Attorney.
27 Financial Data Schedule. (Incorporated by reference to Exhibit 27
to report on Form 10-K for the year ended December 31, 1999.)
</TABLE>
II-10
<PAGE>
Exhibit 5.1
[LETTERHEAD 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-3
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-3 (the
"Registration Statement") relating to the sale of up to 2,642,708 shares (the
"Shares") of Common Stock of the Company, par value $1.25 per share, from time
to time by the persons named as Selling Stockholders in the Registration
Statement (the "Selling Stockholders") in the manner described in 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.
<PAGE>
Based on the foregoing, we are of the opinion that the Shares to be
sold by the Selling Stockholders pursuant to the Registration Statement have
been duly authorized by all requisite corporate action, and are validly issued,
fully paid and nonassessable.
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, and to the reference to our firm under the heading
"LEGAL MATTERS" in the Prospectus constituting part of the Registration
Statement.
Dated: March 15, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
DORSEY & WHITNEY LLP
ECH
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of U.S. Bancorp for the
registration of 2,642,708 shares of its common stock and to the incorporation by
reference therein of our report dated January 18, 2000, 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, 1999, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
March 13, 2000
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Lee R. Mitau, Susan E. Lester and
Terrance R. Dolan, and each of them, his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign a Registration Statement on Form S-3 of
U.S. Bancorp, and any and all amendments thereto, including post-effective
amendments, and to file the same, with all exhibits thereto and other documents,
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or the substitutes for such
attorneys-in-fact and agents, may lawfully do or cause to be done by virtue
hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John F. Grundhofer Chairman, Chief Executive March 15, 2000
- --------------------------------- Officer and Director (principal
John F. Grundhofer executive officer)
/s/ Susan E. Lester Executive Vice President and March 15, 2000
- --------------------------------- Chief Financial Officer
Susan E. Lester (principal financial officer)
/s/ Terrance R. Dolan Senior Vice President and March 15, 2000
- --------------------------------- Controller (principal
Terrance R. Dolan accounting officer)
/s/ Linda L. Ahlers Director March 15, 2000
- ---------------------------------
Linda L. Ahlers
/s/ Harry L. Bettis Director March 15, 2000
- ---------------------------------
Harry L. Bettis
/s/ Arthur D. Collins, Jr. Director March 15, 2000
- ---------------------------------
Arthur D. Collins
/s/ Peter H. Coors Director March 15, 2000
- ---------------------------------
Peter H. Coors
/s/ Robert L. Dryden Director March 15, 2000
- ---------------------------------
Robert L. Dryden
/s/ Joshua Green III Director March 15, 2000
- ---------------------------------
Joshua Green III
<PAGE>
/s/ Delbert W. Johnson Director March 15, 2000
- ---------------------------------
Delbert W. Johnson
/s/ Joel W. Johnson Director March 15, 2000
- ---------------------------------
Joel W. Johnson
/s/ Jerry W. Levin Director March 15, 2000
- ---------------------------------
Jerry W. Levin
/s/ Edward J. Phillips Director March 15, 2000
- ---------------------------------
Edward J. Phillips
/s/ Paul A. Redmond Director March 15, 2000
- ---------------------------------
Paul A. Redmond
/s/ Richard G. Reiten Director March 15, 2000
- ---------------------------------
Richard G. Reiten
/s/ S. Walter Richey Director March 15, 2000
- ---------------------------------
S. Walter Richey
/s/ Warren R. Staley Director March 15, 2000
- ---------------------------------
Warren R. Staley
</TABLE>
