-----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, JROxXPQNzr9U8BCAa1CsY7KBvCB8btjj9Lc2b95rWyKDbQbF3zrgzMMXjX/z9Yqb o9DbwtG+LJKhc/j+JzateA== /in/edgar/work/20000608/0000912057-00-027818/0000912057-00-027818.txt : 20000919 0000912057-00-027818.hdr.sgml : 20000919 ACCESSION NUMBER: 0000912057-00-027818 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000608 EFFECTIVENESS DATE: 20000608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US BANCORP \DE\ CENTRAL INDEX KEY: 0000036104 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] IRS NUMBER: 410255900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38846 FILM NUMBER: 651564 BUSINESS ADDRESS: STREET 1: FIRST BANK PL STREET 2: 601 SECOND AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 BUSINESS PHONE: 6129731111 MAIL ADDRESS: STREET 1: 601 2ND AVENUE SOUTH-FIRST BANK PLACE STREET 2: 601 2ND AVENUE SOUTH-FIRST BANK PLACE CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 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 S-8 1 s-8.txt S-8 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
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 - --------------------- ----------------- ---------------------- ------------------------ -------------------- Common Stock, $1.25 16,000,000 $25.28 $404,480,000 $106,783 par value
(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). 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. 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 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 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 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:
Signature Title Date --------- ----- ---- /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 - ---------------------------------------- Joshua Green III * Director June 8, 2000 - ---------------------------------------- Delbert W. Johnson Director - ---------------------------------------- Joel W. Johnson * Director June 8, 2000 - ---------------------------------------- Jerry W. Levin * Director June 8, 2000 - ---------------------------------------- Paul A. Redmond * Director June 8, 2000 - --------------------------------------- Richard G. Reiten * Director June 8, 2000 - --------------------------------------- S. Walter Richey * Director June 8, 2000 - --------------------------------------- Warren R. Staley
* By /s/ Terrance R. Dolan ------------------------------------- Terrance R. Dolan Pro se and as Attorney-in-Fact 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. EX-5.1 2 ex-5_1.txt EXHIBIT 5.1 Exhibit 5.1 [DORSEY & WHITNEY LLP OPINION LETTERHEAD] June 8, 2000 U.S. Bancorp U.S. Bank Place 601 Second Avenue South Minneapolis, Minnesota 55402-4302 Ladies and Gentlemen: We have acted as counsel to U.S. Bancorp, a Delaware corporation (the "Company"), in connection with a Registration Statement on Form S-8 (the "Registration Statement") relating to the sale by the Company from time to time of up to 16,000,000 shares of Common Stock, par value $1.25 per share, of the Company (the "Shares"), issuable pursuant to the terms of the Company's 1999 Stock Incentive Plan (the "Plan"). We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the 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 also have 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. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. Our opinions expressed above are limited to the General Corporation Law of the State of Delaware. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Dorsey & Whitney LLP JLS EX-23.2 3 ex-23_2.txt EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the U.S. Bancorp 1999 Stock Incentive Plan of our report dated January 18, 2000, 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, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Minneapolis, Minnesota June 2, 2000 EX-24.1 4 ex-24_1.txt EXHIBIT 24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lee R. Mitau, Susan E. Lester and Terrance R. Dolan, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 of U.S. Bancorp, and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or the substitutes for such attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.
Signature Title Date --------- ----- ---- /s/ John F. Grundhofer Chairman, President, Chief Executive April 23, 1999 - ---------------------------------------- Officer and Director John F. Grundhofer (principal executive officer) /s/ Susan E. Lester Executive Vice President and Chief April 23, 1999 - ---------------------------------------- Financial Officer (principal financial Susan E. Lester officer) /s/ Terrance R. Dolan Senior Vice President and Controller April 23, 1999 - ---------------------------------------- (principal accounting officer) Terrance R. Dolan /s/ Linda L. Ahlers Director April 23, 1999 - ---------------------------------------- Linda L. Ahlers Director - ---------------------------------------- Harry L. Bettis /s/ Arthur D. Collins, Jr. Director April 23, 1999 - ---------------------------------------- Arthur D. Collins, Jr. /s/ Peter H. Coors Director April 23, 1999 - ---------------------------------------- Peter H. Coors /s/ Robert L. Dryden Director February 17, 1999 - ---------------------------------------- Robert L. Dryden /s/ Joshua Green III Director February 17, 1999 - ---------------------------------------- Joshua Green III /s/ Delbert W. Johnson Director April 23, 1999 - ---------------------------------------- Delbert W. Johnson /s/ Jerry W. Levin Director April 23, 1999 - ---------------------------------------- Jerry W. Levin /s/ Edward J. Phillips Director February 17, 1999 - ---------------------------------------- Edward J. Phillips /s/ Paul A. Redmond Director April 23, 1999 - ---------------------------------------- Paul A. Redmond /s/ Richard G. Reiten Director February 17, 1999 - ---------------------------------------- Richard G. Reiten /s/ S. Walter Richey Director April 23, 1999 - ---------------------------------------- S. Walter Richey /s/ Warren R. Staley Director February 17, 1999 - ---------------------------------------- Warren R. Staley
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