-----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, MVbsH4DyVda5myxZXLyzv2HAygj1C6TofuZ80+WMYONTcqmbsCJPSRQYNbeX07Uy 7eSHIsgneCzyPsOmRrTq+w== 0000898822-04-000259.txt : 20040526 0000898822-04-000259.hdr.sgml : 20040526 20040326111807 ACCESSION NUMBER: 0000898822-04-000259 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040326 DATE AS OF CHANGE: 20040526 EFFECTIVENESS DATE: 20040326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US BANCORP \DE\ CENTRAL INDEX KEY: 0000036104 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410255900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06880 FILM NUMBER: 04691706 BUSINESS ADDRESS: STREET 1: U.S.BANCORP STREET 2: 800 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: (612)973-1111 MAIL ADDRESS: STREET 1: U.S.BANCORP STREET 2: 800 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK SYSTEM INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK STOCK CORP DATE OF NAME CHANGE: 19720317 DEFA14A 1 march2614a.txt SCHEDULE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant toss.240.14a-12 U.S. BANCORP - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- 5) Total fee paid: - -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: - -------------------------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- 3) Filing Party: - -------------------------------------------------------------------------------- 4) Date Filed: - -------------------------------------------------------------------------------- EXHIBIT INDEX Each of the exhibits hereto may be deemed "soliciting materials" within the meaning of the Securities Exchange Act of 1934, as amended (the "Act"), and the regulations of the Securities and Exchange Commission issued thereunder. Some of the statements in the exhibits constitute forward-looking statements within the meaning of Section 21E of the Act. Actual results may differ materially from the results implied by these forward-looking statements depending on a variety of factors including those identified in our filings with the Securities and Exchange Commission. We undertake no responsibility to update those statements. EXHIBIT - ------- 99.1 Form of letter sent to certain stockholders of the registrant beginning March 26, 2004. 99.2 Presentation materials provided to certain stockholders of the registrant beginning March 26, 2004. EX-99.1 3 march26ex991.txt EXHIBIT 99.1 March 26, 2004 Investor Address Address Address Dear __________________: I want to bring to your attention a matter of serious concern to our company. We have received a shareholder proposal (Proposal 4 in our proxy statement) that would require U.S. Bancorp to seek shareholder approval prior to offering any retirement benefits to senior executives under a supplemental executive retirement plan that are greater than those provided under a qualified pension plan. If we were subject to this requirement, it could seriously damage our ability to attract and retain the senior management talent necessary to drive our company forward and create value for our shareholders and would put us at a severe competitive disadvantage. I urge you to cast your vote against this proposal when you submit your proxy for our 2004 annual meeting. Please feel free to call Mac McCullough, Director of Investor Relations, or me, at 612-303-0786 if you have any questions or would like to discuss this matter further. Sincerely, Jerry A. Grundhofer EX-99.2 4 march26ex992.txt EXHIBIT 99.2 [US Bancorp Logo] U.S. BANCORP SHAREHOLDER PROPOSAL REGARDING SERP BENEFITS MARCH 2004 [US Bancorp Logo] USB has received a shareholder proposal that would require us to seek shareholder approval prior to granting any retirement benefits to senior executives under a supplemental executive retirement plan ("SERP") that are greater than those provided under a qualified pension plan. USB OPPOSES THIS PROPOSAL BECAUSE IT WOULD PUT US AT A SIGNIFICANT COMPETITIVE DISADVANTAGE IN RECRUITING AND RETAINING SENIOR EXECUTIVE TALENT. 1 [US Bancorp Logo] USB'S RETIREMENT BENEFITS ARE NEITHER UNUSUAL NOR EXCESSIVE. USB offers pension benefits consisting of: >> a basic broad-based qualified pension plan >> "restoration benefits" for participants whose qualified pension benefits are limited by IRS rules for compensation over $205,000 >> additional benefits under a SERP for its most senior executive officers 2 [US Bancorp Logo] ADOPTING THIS PROPOSAL WOULD PUT USB AT A GREAT COMPETITIVE DISADVANTAGE IN THE MARKET FOR MANAGEMENT TALENT. >> Our supplemental executive retirement plan is generally consistent with those offered by peer banks and other talent competitors - 93% of our peer banks with defined benefit pension plans have restoration benefits (which the proposal seeks to make subject to shareholder approval) - Over half of our peer banks provide SERP benefits exceeding restoration benefits for various levels of senior management >> To our knowledge, none of our competitors are subject to a requirement to seek shareholder approval of such benefits. >> Requiring shareholder approval of benefits to be granted under the terms of a plan that is consistent with the market is not in the interests of our shareholders. 3 [US Bancorp Logo] USB'S COMPENSATION OF SENIOR EXECUTIVES IS CLEARLY REASONABLE OVERALL. >> USB's senior executive compensation is set by an independent compensation committee that is advised by a nationally recognized independent compensation consulting firm, and is designed to be competitive with a peer group of diversified financial services companies. >> Glass-Lewis & Co., an independent proxy advisory firm (a competitor of ISS), found USB's compensation of senior executives to be less than its competitors, even though USB's performance was superior. >> Glass-Lewis accordingly recommended a shareholder vote against this proposal. 4 -----END PRIVACY-ENHANCED MESSAGE-----