-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GitZ2RA02QegqSlCHBm7HC4Pw8IZNL/dDEL5ZsPP1VLf6HT7n5dRrcsV1+zjFPaN 5OwDA8FvFKndClZpz2rijw== 0000892917-95-000231.txt : 19951121 0000892917-95-000231.hdr.sgml : 19951121 ACCESSION NUMBER: 0000892917-95-000231 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951117 EFFECTIVENESS DATE: 19951206 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: US BANCORP /OR/ CENTRAL INDEX KEY: 0000101542 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 930571730 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64435 FILM NUMBER: 95594806 BUSINESS ADDRESS: STREET 1: 111 SW FIFTH AVE T-2 STREET 2: SUITE 3500 CITY: PORTLAND STATE: OR ZIP: 97204 BUSINESS PHONE: 5032756111 MAIL ADDRESS: STREET 1: 111 S W FIFTH AVENUE STREET 2: SUITE 3500 CITY: PORTLAND STATE: OR ZIP: 97204 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on November 17, 1995. Registration No. 33- 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) Oregon 93-0571730 (State of incorporation) (IRS Employer Identification No.) 111 S.W. Fifth Avenue Portland, Oregon 97204 (Address of principal executive offices)(Zip Code) U. S. BANCORP EMPLOYEE STOCK OPTIONS ISSUED UPON CONVERSION OF WEST ONE BANCORP EMPLOYEE STOCK OPTIONS (Full title of the plan) R. D. Geddes Executive Vice President and Corporate Counsel U. S. Bancorp 111 S.W. Fifth Avenue Portland, Oregon 97204 Telephone (503) 275-3178 (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE ============================================================================================ Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered Per Share Offering Price Registration Fee ____________________________________________________________________________________________ Common Stock, 1,758,442 shares (1) $24,634,350(1) $4,926.87(1) $5 par value, and options therefor ============================================================================================ (1) Pursuant to Rule 457(h), the maximum aggregate offering price and the registration fee have been computed upon the basis of the total offering price for which outstanding options to purchase West One Bancorp common stock, which are to be converted into options to purchase U. S. Bancorp common stock with the same total offering price in connection with the pending merger of West One Bancorp with and into U. S. Bancorp, may be exercised.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by the registrant with the Securities and Exchange Commission are incorporated by reference in this registration statement: (a) The registrant's annual report on Form 10-K for the year ended December 31, 1994. (b) The registrant's quarterly reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995, and September 30, 1995. (c) The registrant's current report on Form 8-K dated August 30, 1995. (d) The description of the registrant's Common Stock included as Exhibit 28 to the registrant's quarterly report on Form 10-Q for the quarter ended June 30, 1992. All documents filed by the registrant subsequent to those listed above pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered 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 date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. ORS 60.367, a section of the Oregon Business Corporation Act ("Act"), provides that any director held liable for an unlawful distribution in violation of ORS 60.367 is entitled to contribution from (i) every other director who voted for or assented to the distribution without complying with the applicable statutory standards of conduct and (ii) each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of the Act or the corporation's articles of incorporation. Under Sections 60.387 to 60.414 of the Act, a person who is made a party to a proceeding because such person is or was an officer or director of a corporation (an "Indemnitee") shall be indemnified by the corporation (unless the corporation's articles of incorporation provide otherwise) against reasonable expenses incurred by the Indemnitee in connection with the proceeding if the Indemnitee is wholly successful on the merits or otherwise or if ordered by a court of competent jurisdiction. In addition, under said sections a corporation is permitted to indemnify an Indemnitee against liability incurred in a proceeding if (i) the Indemnitee's conduct was in good faith and in a manner he or she reasonably believed was in the corporation's best interests or at least not opposed to its best interests, (ii) the Indemnitee had no reasonable cause to believe his or her conduct was unlawful if the proceeding was a criminal proceeding, (iii) the Indemnitee was not adjudged liable to the corporation if the proceeding was by or in the right of the corporation (in which case indemnification is limited to the Indemnitee's reasonable expenses in connection with the proceeding) and (iv) the Indemnitee was not adjudged liable on the basis that he or she improperly received a personal benefit. Article VI of the registrant's Articles of Incorporation contains the following provision: "A. The Corporation shall indemnify each of its directors and officers to the fullest extent permissible under the Oregon Business Corporation Act, as the same exists or may hereafter be amended, against all expense, liability, and loss (including, without limitation, attorney fees) incurred or suffered by such person by reason of or arising from the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors, and administrators. The indemnification provided in this paragraph A shall not be exclusive of any other rights to which any person may be entitled under any statute, bylaw, agreement, resolution of shareholders or directors, contract, or otherwise." The registrant has entered into an indemnification agreement with each of its directors. Each such agreement provides that the registrant will indemnify the director (i) to the full extent authorized or permitted by the Act or any other applicable statute or the registrant's Articles of Incorporation or Bylaws or any amendment thereof and (ii) against any obligation to pay a judgment, settlement, penalty, fine or reasonable expenses, including attorney fees (any of the foregoing, a "Liability") incurred in connection with any claim (as defined), including a claim by or in the right of the registrant; provided that no indemnity shall be paid by the registrant (A) if a final decision by a court having jurisdiction shall determine that such indemnification is unlawful, (B) on account of acts or omissions by the director which are finally adjudged to have been not in good faith or to have involved intentional misconduct or a knowing violation of law or (C) on account of Liability under Section 16(b) of the Securities Exchange Act of 1934 or any similar provision of federal or state statutory law. Each such agreement also provides that the registrant will maintain in effect, as long as the director continues to serve in such capacity and thereafter so long as he or she is subject to any possible claim, directors' and officers' liability insurance coverage at least comparable to the coverage provided at the date the agreement was entered into unless such insurance is not reasonably available or the premium cost is substantially disproportionate to the amount or scope of coverage. In the event the registrant does not maintain such insurance coverage, the registrant agrees to indemnify the director to the full extent of the coverage in effect at the date the agreement was entered into. The registrant maintains directors' and officers' liability insurance under which the registrant's directors and officers are insured against loss (as defined) as a result of claims brought against them based upon their acts or omissions in such capacities. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The Index to Exhibits listing the exhibits required by Item 601 of Regulation S-K is located at page II-5. Item 9. 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 ("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; (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 by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ("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) 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 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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. (h) 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 provisions described in Item 6 above, 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 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. The undertaking of the registrant in the preceding sentence does not apply to insurance against liability arising under the Securities Act. SIGNATURES The Registrant. 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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Portland, state of Oregon, on the 17th day of November, 1995. U. S. BANCORP (Registrant) By /s/ R. D. Geddes R. D. Geddes Executive Vice President and Corporate Counsel ___________________________________________ Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of the 17th day of November, 1995. Signature Title (1) Principal Executive Chairman of the Board, Chief Officer and Director: Executive Officer and President, and Director GERRY B. CAMERON* (2) Principal Financial and Executive Vice President and Accounting Officer: Chief Financial Officer STEVEN P. ERWIN* (3) A majority of the Board of Directors: CAROLYN SILVA CHAMBERS* FRANKLIN G. DRAKE* ROBERT L. DRYDEN* Director JOSHUA GREEN III* PAUL A. REDMOND* N. STEWART ROGERS* BENJAMIN R. WHITELEY* *By /s/ Sheryl W. Dawson Sheryl W. Dawson, Attorney-in-Fact INDEX TO EXHIBITS 5. Opinion of Miller, Nash, Wiener, Hager & Carlsen as to the legality of the securities being registered. 23.1 Consent of Deloitte & Touche LLP, independent auditors. 23.2 Consent of Miller, Nash, Wiener, Hager & Carlsen (included in Exhibit 5). 24. Power of attorney of certain officers and directors. Other exhibits listed in Item 601 to Regulation S-K are not applicable. EX-5 2 OPINION OF MILLER, NASH, WIENER, HAGER & CARLSEN AS TO THE LEGALITY OF THE SECURITIES BEING REGISTERED. EXHIBIT 5 MILLER, NASH, WIENER, HAGER & CARLSEN A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS ATTORNEYS AND COUNSELORS AT LAW 3500 U. S. BANCORP TOWER 111 S.W. FIFTH AVENUE PORTLAND, OREGON 97204-3699 TELEPHONE (503) 224-5858 FACSIMILE (503) 224-0155 November 17, 1995 U. S. Bancorp 111 S.W. Fifth Avenue Portland, Oregon 97204 Subject: U. S. Bancorp Registration Statement on Form S-8 Relating to the Conversion of West One Bancorp Employee Stock Options Reference is made to the Registration Statement on Form S-8 ("Registration Statement") to be filed by U. S. Bancorp, an Oregon corporation ("Bancorp"), with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the "Securities Act"), 1,758,442 shares of Bancorp's Common Stock, par value $5 per share ("Common Stock"), together with options therefor (the "Options"). These shares represent the maximum number of shares of Common Stock which may be issued upon the exercise of Options to be issued upon the conversion into such Options, effective with consummation of the merger of West One Bancorp with and into U. S. Bancorp (the "Merger"), of outstanding employee stock options to purchase shares of the common stock of West One Bancorp. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, certificates of public officials, and other documents as we have deemed necessary or relevant as a basis for the opinion set forth herein. Based on the foregoing, it is our opinion that: 1. The Options have been duly approved by all necessary corporate action and, when such Options are issued in connection with the consummation of the Merger, such Options will have been legally issued. 2. The shares of Common Stock to be issued upon the exercise of Options have been duly authorized for issuance. 3. When shares of Common Stock are issued and sold by Bancorp upon the exercise of Options (i) while the Registration Statement is effective, (ii) in compliance with state securities laws, and (iii) payment for such shares to the extent and in the manner required by the agreements evidencing such Options and not less than the par value thereof is received by Bancorp, such shares will be legally issued, fully paid and nonassessable. We consent to the use of this opinion in the Registration Statement and in any amendments thereof. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, MILLER, NASH, WIENER, HAGER & CARLSEN EX-23.1 3 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 DELOITTE & TOUCHE LLP - ---------- 3900 U.S. Bancorp Tower Telephone: (503) 224-1341 111 S.W. Fifth Avenue Facsimile: (503) 224-2172 Portland, Oregon 97204-3698 Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of U.S. Bancorp on Form S-8 of our report dated March 6, 1995 (which expresses an unqualified opinion and includes an explanatory paragraph relating to U.S. Bancorp's changes in method of accounting for investment securities and postretirement and postemployment benefits), appearing in the Annual Report on Form 10-K of U.S. Bancorp for the year ended December 31, 1994. DELOITTE & TOUCHE LLP Portland, Oregon November 17, 1995 - --------------- Deloitte Touche Tohmatsu International - --------------- EX-24 4 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY Each person whose signature appears below designates and appoints GERRY B. CAMERON, JUDITH L. RICE, and SHERYL W. DAWSON, and each of them, his true and lawful attorneys-in-fact and agents to sign a registration statement on Form S-8 to be filed by U. S. Bancorp, an Oregon corporation, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the purpose of registering the maximum number of shares of common stock, $5 par value, of U. S. Bancorp which may be issued upon the exercise of options to be issued upon the conversion of outstanding employee stock options to purchase shares of common stock, $1 par value, of West One Bancorp upon the consummation of the merger of West One Bancorp with and into U. S. Bancorp, as well as such options, together with any and all amendments (including post- effective amendments) to the registration statement. Each person whose signature appears below also grants full power and authority to these attorneys-in-fact and agents to take any action and execute any instruments that they deem necessary or desirable in connection with the preparation and filing of the registration statement, as fully as he could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done. IN WITNESS WHEREOF, this power of attorney has been executed by each of the undersigned as of the 16th day of November, 1995. Signature Title /s/ Gerry B. Cameron Chairman of the Board, Chief Gerry B. Cameron Executive Officer and President, and Director (Principal Executive Officer) /s/ Steven P. Erwin Executive Vice President and Steven P. Erwin Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Carolyn Silva Chambers Director Carolyn Silva Chambers /s/ Franklin G. Drake Director Franklin G. Drake /s/ Robert L. Dryden Director Robert L. Dryden /s/ Joshua Green III Director Joshua Green III /s/ Paul A. Redmond Director Paul A. Redmond /s/ N. Stewart Rogers Director N. Stewart Rogers /s/ Benjamin R. Whiteley Director Benjamin R. Whiteley -----END PRIVACY-ENHANCED MESSAGE-----