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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
October 4, 2000
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U.S. Bancorp
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
001-6880 41-0255900
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Commission File Number (IRS Employer Identification No.)
U.S. Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
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(Address of Principal Executive Offices) (Zip Code)
(612) 973-1111
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On October 4, 2000, U.S. Bancorp, a Delaware corporation (the "Company"),
announced that it had entered into an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of October 3, 2000, between the Company and Firstar
Corporation, a Wisconsin corporation ("Firstar"). In connection with the Merger
Agreement, U.S. Bancorp and Firstar have each granted the other a customary
option to purchase 19.9% of its outstanding common stock under limited
circumstances. Simultaneously, on October 4, 2000, the Company held a
presentation for investors and analysts regarding the merger.
The press release jointly issued by the Company and Firstar announcing
the merger is included as Exhibit 99.1, and the investor presentation materials
are included as Exhibit 99.2. Both the press release and the presentation
materials contain forward-looking statements regarding each of the Company,
Firstar and the combined company following the merger, and each contains a
cautionary statement regarding factors that could cause actual results to differ
materially from the forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) Exhibits:
99.1 Joint Press Release, dated October 4, 2000, announcing the
execution of the Agreement and Plan of Merger between U.S.
Bancorp and Firstar Corporation.
99.2 Investor Presentation Materials.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
U.S. BANCORP
By: /S/ James L. Chosy
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Name: James L. Chosy
Title: Vice President, Associate
General Counsel and Secretary
Date: October 4, 2000
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INDEX OF EXHIBITS
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Exhibit No. Exhibit
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<S> <C>
99.1 Joint Press Release, dated October 4, 2000, announcing the
execution of the Agreement and Plan of Merger between U.S.
Bancorp and Firstar Corporation.
99.2 Investor Presentation Materials.
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