<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 2000
REGISTRATION NO . 333-_____
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
U.S. BANCORP
(Exact name of registrant as specified in its charter)
DELAWARE 6711 41-0255900
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation Industrial Classification Identification
or organization) Code Number) Number)
U.S. BANK PLACE LEE R. MITAU
601 SECOND AVENUE SOUTH U.S. BANK PLACE
MINNEAPOLIS, MINNESOTA 55402-4302 601 SECOND AVENUE SOUTH
(612) 973-1111 MINNEAPOLIS, MINNESOTA 55402-4302
(Address, including zip code, and (612) 973-1111
telephone number, including (Name, address, including zip code,
area code, of registrant's principal and telephone number, including
executive offices) area code, of agent for service)
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Copies to:
<TABLE>
<S><C>
Elizabeth C. Hinck John G. Rebelo, Jr. Barnet Reitner
Dorsey & Whitney LLP Peninsula Bank of San Diego John Stuart
220 South Sixth Street 1331 Rosecrans Street Reitner & Stuart
Minneapolis, Minnesota 55402 San Diego, California 92106 1319 Marsh Street
(612) 340-8877 (619) 226-5418 San Luis Obispo, California 93401
(805) 545-8590
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: as soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: /X/ 333-90429
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Each Class Proposed Maximum
of Securities To Amount To Be Offering Price Proposed Maximum Amount of
Be Registered Registered (1) per Share Aggregate Offering Price Registration Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, $1.25 par
value 229,766 shares N/A N/A 0.00
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(1) The Registrant, U.S. Bancorp ("USB"), previously filed a registration
statement of Form S-4 (Commission File No. 333-90429) to cover
3,812,020 shares (the "Initial Shares") of USB's common stock, $1.25
par value per share ("USB Common Stock"), issuable in connection with
the merger (the "Merger") of Peninsula Bank of San Diego ("Peninsula")
with and into U.S. Bank National Association. USB is filing this
registration on Form S-4 pursuant to Rule 462(b) with respect to an
additional 229,766 shares of USB Common Stock issuable in connection
with the Merger based upon calculation of the exchange ratio applicable
to the Merger.
(2) USB previously paid a registration fee of $27,628 in connection with
the registration of the Initial Shares pursuant to Rule 457(f)(1) and
457(c) based on the average high and low bid and ask prices ($38.0625)
of the Peninsula common stock as reported on the OTC Bulletin Board on
November 1, 1999, and the estimated maximum number of shares of
Peninsula common stock (2,610,973) that may be converted into the
shares of USB Common Stock to be registered. Based on the average high
and low bid and ask prices ($33.9375) of the Peninsula common stock as
reported on the OTC Bulletin Board on January 11, 2000, and the
estimated maximum number of shares of Peninsula common stock
(2,610,973) that may be converted into the shares of USB Common Stock
to be registered, the value of the transaction has not changed and no
additional filing fee is required.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of U.S. Bancorp's
Registration Statement on Form S-4, Securities and Exchange Commission (the
"Commission") File No. 333-90429, as filed with the Commission on
November 5, 1999, as amended by Amendment No. 1 thereto filed with the
Commission on November 23, 1999, are incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-4 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on January 11, 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.
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<CAPTION>
SIGNATURE AND TITLE DATE
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<S> <C>
/S/ JOHN F. GRUNDHOFER January 11, 2000
----------------------------------------------------
John F. Grundhofer
Chairman, Chief Executive
Officer, and Director
(principal executive officer)
/S/ SUSAN E. LESTER January 11, 2000
----------------------------------------------------
Susan E. Lester
Executive Vice President and
Chief Financial Officer
(principal financial officer)
/S/ TERRANCE R. DOLAN January 11, 2000
----------------------------------------------------
Terrance R. Dolan
Senior Vice President and Controller
(principal accounting officer)
* January 11, 2000
----------------------------------------------------
Linda L. Ahlers
Director
* January 11, 2000
----------------------------------------------------
Harry L. Bettis
Director
<PAGE>
* January 11, 2000
----------------------------------------------------
Arthur D. Collins, Jr.
Director
* January 11, 2000
----------------------------------------------------
Peter H. Coors
Director
* January 11, 2000
----------------------------------------------------
Robert L. Dryden
Director
* January 11, 2000
----------------------------------------------------
Joshua Green III
Director
* January 11, 2000
----------------------------------------------------
Delbert W. Johnson
Director
* January 11, 2000
----------------------------------------------------
Joel W. Johnson
Director
* January 11, 2000
----------------------------------------------------
Jerry W. Levin
Director
* January 11, 2000
----------------------------------------------------
Edward J. Phillips
Director
* January 11, 2000
----------------------------------------------------
Paul A. Redmond
Director
* January 11, 2000
----------------------------------------------------
Richard G. Reiten
Director
<PAGE>
* January 11, 2000
----------------------------------------------------
S. Walter Richey
Director
* January 11, 2000
----------------------------------------------------
Warren R. Staley
Director
*By: /S/ TERRANCE R. DOLAN January 11, 2000
----------------------------------------------------
Terrance R. Dolan
Pro se and as Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description
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<S> <C>
5.1 Opinion of Dorsey & Whitney LLP as to the legality of the
securities being registered
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP (relating to financial statements
of U.S. Bancorp)
23.3 Consent of Deloitte & Touche, LLP (relating to financial
statements of Peninsula Bank of San Diego)
24.1 Powers of Attorney (Incorporated by reference to U.S.
Bancorp's Registration Statement on Form S-4, as amended, File
No. 333-90429.)
</TABLE>
<PAGE>
Exhibit 5.1
[Opinion of Dorsey & Whitney LLP]
U.S. Bancorp
U.S. Bank Place
601 Second Avenue South
Minneapolis, MN 55402-4302
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to U.S. Bancorp, a Delaware corporation (the
"Company"), in connection with this Registration Statement on Form S-4 (the
"Registration Statement") relating to the issuance by the Company of up to
229,766 shares (the "Shares") of common stock of the Company, par value $ 1.25
per share, that are to be issued in connection with the merger of Peninsula Bank
of San Diego with and into a subsidiary of the Company (the "Merger"), as
described in the Proxy Statement/Prospectus, incorporated by reference into the
Registration Statement.
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of our opinions
set forth below. In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials. We have
also assumed that the Shares will be issued in connection with the Merger as
described in the Registration Statement.
Based on the foregoing, we are of the opinion that the Shares to be
issued by the Company in the Merger have been duly authorized and, when issued
in accordance with the terms of the Agreement (as defined in the Registration
Statement), will be validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the Delaware General
Corporation Law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: January 13, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-4) of U.S. Bancorp of our report dated January 20, 1999, with respect to
the consolidated financial statements of U.S. Bancorp included in its Annual
Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
Minneapolis, Minnesota Ernst & Young LLP
January 10, 2000
<PAGE>
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of U.S. Bancorp of our report dated January 29, 1999 of Peninsula Bank of San
Diego for the year ended December 31, 1998 appearing in the U.S. Bancorp
Registration Statement on Form S-4, File No. 333-90429, as filed with the
Securities and Exchange Commission ("Commission") on November 5, 1999 as
amended by Amendment No. 1 thereto filed with the Commission on November 23,
1999.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
San Diego, California
January 12, 2000
