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As filed with the Securities and Exchange Commission on June 8, 2000
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
U.S. BANK PLACE
601 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55402-4302
(Address of Principal Executive Offices) (Zip Code)
U.S. BANCORP 1999 STOCK INCENTIVE PLAN
(Full title of the plan)
Lee R. Mitau, Esq. Copy to: Jay L. Swanson, Esq.
U.S. Bancorp Dorsey & Whitney LLP
U.S. Bank Place Pillsbury Center South
601 Second Avenue South 220 South Sixth Street
Minneapolis, Minnesota 55402-4302 Minneapolis, Minnesota 55402-1498
(Name and address of agent for service)
(612) 973-1111
(Telephone number, including area code, of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
--------------------- ----------------- ---------------------- ------------------------ --------------------
<S> <C> <C> <C> <C>
Common Stock, $1.25 16,000,000 $25.28 $404,480,000 $106,783
par value
</TABLE>
(1) The number of shares being registered represents additional shares of
Common Stock that may be issued pursuant to the plan in addition to
shares previously registered under this plan and predecessor plans.
(2) Determined in accordance with Rule 457(h)(1).
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents that have been filed by U.S. Bancorp (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this registration statement, as of their respective dates:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000; and
(c) the description of the Company's Common Stock contained in
Item 1 of the Registration Statement on Form 8-A dated March
19, 1984, as amended in its entirety by that Form 8 Amendment
dated February 26, 1993 and that Form 8-A/A-2 dated October 6,
1994, and any amendment or report filed for the purpose of
updating such description filed subsequent to the date of this
Prospectus and prior to the termination of the offering
described herein.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
dates of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The description of the Company's capital stock to be offered pursuant
to this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
Article Ninth of the Company's Restated Certificate of Incorporation
provides that a director shall not be liable to the Company 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 the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the 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 director derived an improper personal benefit.
The Bylaws of the Company provide that the officers and directors of
the Company shall be indemnified to the full extent permitted by the Delaware
General Corporation Law, as amended from time to time. The Board of Directors
has discretion to indemnify any employee of the Company for actions arising by
reason of the employee's employment with the Company. Expenses incurred by an
officer or director in defending an action, suit or proceeding shall be paid by
the Company 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 entitled to be indemnified under Delaware law.
The Company maintains a standard policy of directors' and officers'
liability insurance.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No securities are to be reoffered or resold pursuant to this
Registration Statement.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------ -----------
4.1 Specimen certificate representing the Common Stock of the
Company (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8 dated August 1,
1997).
4.2 Restated Certificate of Incorporation of the Company, as
amended (incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998).
4.3 Bylaws of the Company, as amended (incorporated by reference
to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998).
4.4 Certificate of Designation and Terms of Term Participating
Preferred Stock of the Company (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form
S-4, File No. 333-75603).
4.5 Warrant Agreement, dated as of October 2, 1995, between the
Company 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 the Company's Registration
Statement on Form S-3, File No. 33-61667).
4.6 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 the Company
and American Stock Transfer and Trust Company, as Warrant
Agent; and Form of Warrant (incorporated by reference to
Exhibit 4E to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996).
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 Company's Annual Report on Form 10-K for
the year ended December 31, 1999).
4.8 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. The Company agrees to furnish a copy
thereof to the Securities and Exchange Commission upon
request.
5.1 Opinion of Dorsey & Whitney LLP as to 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 the consolidated
financial statements of the Company).
24.1 Powers of Attorney.
2
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ITEM 9. UNDERTAKINGS.
a. POST-EFFECTIVE AMENDMENTS.
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, as amended (the "Securities Act");
(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) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and 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
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(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. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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. CLAIMS FOR INDEMNIFICATION.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, 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 Securities 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
3
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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 Securities Act and will be governed by
the final adjudication of such issue.
4
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 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 June 8, 2000.
U.S. BANCORP
By /s/ John F. Grundhofer
-------------------------------------------
John F. Grundhofer
Chairman, Chief Executive Officer and
Director
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John F. Grundhofer Chairman, Chief Executive Officer June 8, 2000
---------------------------------------- and Director
John F. Grundhofer (principal executive officer)
/s/ Andrew Cecere Chief Financial Officer (principal June 8, 2000
---------------------------------------- financial officer)
Andrew Cecere
/s/ Terrance R. Dolan Senior Vice President and Controller June 8, 2000
---------------------------------------- (principal accounting officer)
Terrance R. Dolan
* Director June 8, 2000
----------------------------------------
Linda L. Ahlers
Director
----------------------------------------
Harry L. Bettis
* Director June 8, 2000
----------------------------------------
Arthur D. Collins, Jr.
* Director June 8, 2000
----------------------------------------
Peter H. Coors
* Director June 8, 2000
----------------------------------------
Robert L. Dryden
* Director June 8, 2000
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Joshua Green III
* Director June 8, 2000
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Delbert W. Johnson
Director
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Joel W. Johnson
* Director June 8, 2000
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Jerry W. Levin
* Director June 8, 2000
----------------------------------------
Paul A. Redmond
* Director June 8, 2000
---------------------------------------
Richard G. Reiten
* Director June 8, 2000
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S. Walter Richey
* Director June 8, 2000
---------------------------------------
Warren R. Staley
</TABLE>
* By /s/ Terrance R. Dolan
-------------------------------------
Terrance R. Dolan
Pro se and as Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1 Specimen certificate representing the Common Stock of the
Company (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8 dated August 1,
1997).
4.2 Restated Certificate of Incorporation of the Company, as
amended (incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998).
4.3 Bylaws of the Company, as amended (incorporated by reference
to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998).
4.4 Certificate of Designation and Terms of Term Participating
Preferred Stock of the Company (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form
S-4, File No. 333-75603).
4.5 Warrant Agreement, dated as of October 2, 1995, between the
Company 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 the Company's Registration
Statement on Form S-3, File No. 33-61667).
4.6 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 the Company
and American Stock Transfer and Trust Company, as Warrant
Agent; and Form of Warrant (incorporated by reference to
Exhibit 4E to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996).
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 Company's Annual Report on Form 10-K for
the year ended December 31, 1999).
4.8 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. The Company agrees to furnish a copy
thereof to the Securities and Exchange Commission upon
request.
5.1 Opinion of Dorsey & Whitney LLP as to 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 the consolidated
financial statements of the Company).
24.1 Powers of Attorney.
