-----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, Uvux4l26y9KJjr/Q8js6qzLPA7xZoNb2nT3DBUfQYgZln2BZyLjj1fSGdK/AhfTd bvpWWtDXo1fT7LVo0CLGZw== 0000912057-97-025813.txt : 19970804 0000912057-97-025813.hdr.sgml : 19970804 ACCESSION NUMBER: 0000912057-97-025813 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19970801 EFFECTIVENESS DATE: 19970801 SROS: NASD SROS: NYSE 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-32635 FILM NUMBER: 97650018 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 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 FORM S-8 As filed with the Securities and Exchange Commission on August 1, 1997 Registration No. 333-______ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________ U.S. BANCORP (Formerly known as First Bank System, Inc.) (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.) First Bank Place 601 Second Avenue South Minneapolis, Minnesota 55402-4302 (Address of Principal Executive Offices) (Zip Code) U.S. BANCORP 1997 STOCK INCENTIVE PLAN (Full title of the plan) Lee R. Mitau, Esq. U.S. Bancorp Copy to: Patrick F. Courtemanche, Esq. First Bank Place Dorsey & Whitney LLP 601 Second Avenue South Pillsbury Center South Minneapolis, Minnesota 55402-4302 220 South Sixth Street (Name and address of agent for service) Minneapolis, Minnesota 55402-1498 (612) 973-1111 (Telephone number, including area code, of agent for service) _______________ CALCULATION OF REGISTRATION FEE
=============================================================================================================== Proposed maximum Proposed maximum Amount of Title of securities to be Amount to be offering price per aggregate offering registration registered registered(1) share(2) price (2) fee - --------------------------------------------------------------------------------------------------------------- Common Stock, $1.25 par value 8,897,290 $87.00 $ 774,064,230 $ 234,565 ===============================================================================================================
(1) The number of shares being registered represents the additional shares of Common Stock which may be issued pursuant to the plan in addition to shares registered under predecessor plans. (2) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share and the proposed maximum aggregate offering price are based upon the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on July 25, 1997. =============================================================================== 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 (formerly known as First Bank System, Inc.) (the "Company") with the Securities and Exchange Commission are incorporated by reference in this Registration Statement, as of their respective dates: (a) First Bank System, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996; (b) First Bank System, Inc.'s Quarterly Report on Form 10-Q for the quarter ending March 31, 1997; (c) First Bank System, Inc.'s two Current Reports on Form 8-K filed March 20, 1997 and the Current Report on Form 8-K filed June 24, 1997; (d) 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 -2- 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 for which the directors 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 officers and directors in defending actions, suits, or proceedings 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 officers' and directors' 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. 4.2 Form of Proposed Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-4, dated June 17, 1997, File No. 333-29409). 4.3 Form of Proposed Bylaws of the Company (incorporated by reference to Exhibit 3.4 to the Company's Registration Statement on Form S-4, File No. 333-29409). 4.4 Certificate of Designation for the Company's Series 1990A Preferred Stock (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.5 Stock Purchase Agreement, dated as of May 30, 1990, among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and the Company (without exhibits) (incorporated by reference to Exhibit 4.8 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.6 First Amendment, dated as of June 30, 1990, to Stock Purchase Agreement among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and the Company (incorporated by reference to Exhibit 4.9 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). -3- 4.7 Second Amendment, dated as of July 18, 1990, to Stock Purchase Agreement among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and the Company (incorporated by reference to Exhibit 4.10 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.8 Stock Purchase Agreement, dated as of May 30, 1990, between The State Board of Administration of Florida and the Company (without exhibits) (incorporated by reference to Exhibit 4.11 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.9 Form of Periodic Stock Purchase Right (incorporated by reference to Exhibit 4.12 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.10 Form of Risk Event Warrant (incorporated by reference to Exhibit 4.13 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.11 Registration Rights Agreement, dated as of July 18, 1990, among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and the Company (incorporated by reference to Exhibit 4.14 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.12 Registration Rights Agreement, dated as of July 18, 1990, between The State Board of Administration of Florida and the Company (incorporated by reference to Exhibit 4.14 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.13 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 and Consent of Dorsey & Whitney LLP. 23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP. 23.3 Consent of Deloitte & Touche LLP. 23.4 Consent of Coopers & Lybrand L.L.P. 24.1 Powers of Attorney. ITEM 9. UNDERTAKINGS. A. POST-EFFECTIVE AMENDMENTS. The undersigned registrant hereby undertakes: -4- (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; (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 Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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. -5- Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 other 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 Act and will be governed by the final adjudication of such issue. -6- 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-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 August 1, 1997. U.S. BANCORP By /s/ John F. Grundhofer ------------------------------------ John F. Grundhofer President 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 date indicated: Name Title Date ---- ----- ---- /s/ John F. Grundhofer President Chief August 1, 1997 - ------------------------ Executive Officer and Director John F. Grundhofer (principal executive officer) /s/ Susan E. Lester Executive Vice President and Chief August 1, 1997 - ------------------------ Financial Officer (principal Susan E. Lester financial officer) /s/ David J. Parrin Senior Vice President and Controller August 1, 1997 - ------------------------ (principal accounting officer) David J. Parrin * Director August 1, 1997 - ------------------------ Linda L. Ahlers * Director August 1, 1997 - ------------------------ Harry L. Bettis * Director and Chairman August 1, 1997 - ------------------------ Gerry B. Cameron * Director August 1, 1997 - ------------------------ Carolyn Silva Chambers * Director August 1, 1997 - ------------------------ Arthur D. Collins, Jr. * Director August 1, 1997 - ------------------------ Peter H. Coors * Director August 1, 1997 - ------------------------ Franklin G. Drake * Director August 1, 1997 - ------------------------ Robert L. Dryden -7- Name Title Date ---- ----- ---- * Director August 1, 1997 - ------------------------ John B. Fery * Director August 1, 1997 - ------------------------ Joshua Green III * Director August 1, 1997 - ------------------------ Roger L. Hale * Director August 1, 1997 - ------------------------ Delbert W. Johnson * Director August 1, 1997 - ------------------------ Norman M. Jones * Director August 1, 1997 - ------------------------ Richard L. Knowlton * Director August 1, 1997 - ------------------------ Jerry W. Levin * Director August 1, 1997 - ------------------------ Kenneth A. Macke * Director August 1, 1997 - ------------------------ Allen T. Noble * Director August 1, 1997 - ------------------------ Edward J. Phillips * Director August 1, 1997 - ------------------------ Paul A. Redmond * Director August 1, 1997 - ------------------------ S. Walter Richey * Director August 1, 1997 - ------------------------ Richard L. Robinson * Director August 1, 1997 - ------------------------ N. Stewart Rogers Director August 1, 1997 - ------------------------ Richard L. Schall -8- Name Title Date ---- ----- ---- * Director August 1, 1997 - ------------------------ Walter Scott, Jr. * Director August 1, 1997 - ------------------------ Benjamin R. Whiteley *By /s/ David J. Parrin - ------------------------ David J. Parrin Pro se and as Attorney-in-fact -9- EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 4.1 Specimen certificate representing the Common Stock of the Company. 4.2 Form of Proposed Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-4, dated June 17, 1997, File No. 333-29409). 4.3 Form of Proposed Bylaws of the Company (incorporated by reference to Exhibit 3.4 to the Company's Registration Statement on Form S-4, File No. 333-29409). 4.4 Certificate of Designation for the Company's Series 1990A Preferred Stock (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.5 Stock Purchase Agreement, dated as of May 30, 1990, among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and the Company (without exhibits) (incorporated by reference to Exhibit 4.8 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.6 First Amendment, dated as of June 30, 1990, to Stock Purchase Agreement among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and the Company (incorporated by reference to Exhibit 4.9 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.7 Second Amendment, dated as of July 18, 1990, to Stock Purchase Agreement among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and the Company (incorporated by reference to Exhibit 4.10 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.8 Stock Purchase Agreement, dated as of May 30, 1990, between The State Board of Administration of Florida and the Company (without exhibits) (incorporated by reference to Exhibit 4.11 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.9 Form of Periodic Stock Purchase Right (incorporated by reference to Exhibit 4.12 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.10 Form of Risk Event Warrant (incorporated by reference to Exhibit 4.13 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.11 Registration Rights Agreement, dated as of July 18, 1990, among Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State Board of Administration of Florida and the Company (incorporated by reference to Exhibit 4.14 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). Exhibit Number Description - -------------- ----------- 4.12 Registration Rights Agreement, dated as of July 18, 1990, between The State Board of Administration of Florida and the Company (incorporated by reference to Exhibit 4.14 to Amendment No. 1 to the Company's Registration Statement on Form S-3, File No. 33-42650). 4.13 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 and Consent of Dorsey & Whitney LLP. 23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP. 23.3 Consent of Deloitte & Touche LLP. 23.4 Consent of Coopers & Lybrand L.L.P. 24.1 Powers of Attorney. EX-4.1 2 SPECIMEN CERT REPRSTG COMMON STOCK OF CO [FRONT OF CERTIFICATE] NUMBER SHARES US________ _________ COMMON STOCK COMMON STOCK U.S. BANCORP INCORPORATED UNDER THE LAWS CUSIP 902973 10 6 OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ IS THE OWNER OF _______________________________________________________________ FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF $1.25 PAR VALUE OF U.S. BANCORP, TRANSFERABLE ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY, UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR. WITNESS THE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS. DATED: U.S. BANCORP CORPORATE SEAL 1929 DELAWARE /s/ Lee R. Matau /s/ John. F. Grundhofer - ------------------------------ ---------------------------------------- Secretary President and Chief Executive Officer Countersigned and Registered: FIRST CHICAGO TRUST COMPANY OF NEW YORK Transfer Agent and Registrar /s/ - ----------------------------------- Authorized Signature [BACK OF CERTIFICATE] U.S. Bancorp will furnish without charge to each shareholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests may be made to the office of the secretary of the Corporation or to the transfer agent. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM- as tenant in common UNIF GIFT MIN ACT- _________ CUSTODIAN ________ TEN ENT- as tenants by the entireties (Cust) (Minor) JT TEN- as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act __________________________ in common (State)
Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED _______________________HEREBY SELL, ASSIGN, AND TRANSFER UNTO PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ___________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ _____________________________________ SHARES OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT ___________________________ ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN-NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES. DATED AFFIX MEDALLION SIGNATURE GUARANTEE IMPRINT BELOW _______________________________________ (SIGNATURE) _______________________________________ (SIGNATURE) _______________________________________ ABOVE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER. THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION SUCH AS A SECURITIES BROKER/DEALER, COMMERCIAL BANK & TRUST COMPANY, SAVINGS AND LOAN ASSOCIATION OR A CREDIT UNION PARTICIPATING IN A MEDALLION PROGRAM APPROVED BY THE SECURITIES TRANSFER ASSOCIATION, INC. EX-5.1 3 OPINION & CONSENT OF DORSEY & WHITNEY LLP Exhibit 5.1 [DORSEY & WHITNEY LLP OPINION LETTERHEAD] August 1, 1997 U.S. Bancorp First 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 (formerly known as First Bank System, Inc.) (the "Company"), in connection with a Registration Statement on Form S-8 relating to the sale by the Company from time to time of up to 8,897,290 shares of Common Stock, par value $1.25 per share, of the Company (the "Shares"), initially issuable pursuant to the terms of the Company's 1997 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 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. 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 Delaware General Corporation Law. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Dorsey & Whitney LLP EX-23.2 4 CONSENT OF ERNST & YOUNG LLP 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 1997 Stock Incentive Plan to be filed on or around August 1, 1997 of our report dated January 9, 1997, with respect to the consolidated financial statements of First Bank System, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1996 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Minneapolis, Minnesota July 30, 1997 EX-23.3 5 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of U.S. Bancorp (the "Company") on Form S-8, regarding the Company's 1997 Stock Incentive Plan, of our report dated January 31, 1997 for the year ended December 31, 1996 of U.S. Bancorp prior to its merger with First Bank System, Inc., expected to be consummated on or about August 1, 1997, incorporated by reference in Form 8-K, of the Company, filed June 24, 1997. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP July 29, 1997 EX-23.4 6 CONSENT OF COOPERS & LYBRAND LLP CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of U.S. Bancorp (formerly known as First Bank System, Inc.) on Form S-8 in connection with the U.S. Bancorp 1997 Stock Incentive Plan, of our report dated January 19, 1995, on our audit of the consolidated statements of income, shareholders' equity and cash flows of West One Bancorp and subsidiaries for the year ended December 31, 1994, which report is incorporated by reference in the U.S. Bancorp 1996 Annual Report on Form 10-K. /s/ Coopers & Lybrand L.L.P. Boise, Idaho July 29, 1997 EX-24.1 7 POWERS OF ATTORNEY 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 David J. Parrin, 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. The authority under this Power of Attorney shall be effective upon the consummation of the merger of U.S. Bancorp, an Oregon corporation, with and into First Bank System, Inc., a Delaware corporation and renamed "U.S. Bancorp". SIGNATURE TITLE DATE ---------- ----- ------ /s/ John F. Grundhofer President, Chief August 1, 1997 - -------------------------- Executive Officer and Director John F. Grundhofer (principal executive officer) /s/ Susan E. Lester Executive Vice President August 1, 1997 - -------------------------- and Chief Financial Officer Susan E. Lester (principal financial officer) - -------------------------- Senior Vice President ________, 1997 and Controller David J. Parrin (principal accounting officer) /s/ Linda L. Ahlers Director August 1, 1997 - -------------------------- Linda L. Ahlers /s/ Harry L. Bettis Director June 19, 1997 - -------------------------- Harry L. Bettis /s/ Gerry B. Cameron Chairman and Director August 1, 1997 - -------------------------- Gerry B. Cameron SIGNATURE TITLE DATE ---------- ----- ------ /s/ Carolyn Silva Chambers Director June 19, 1997 - -------------------------- Carolyn Silva Chambers /s/ Arthur D. Collins, Jr. Director August 1, 1997 - -------------------------- Arthur D. Collins, Jr. /s/ Peter H. Coors Director August 1, 1997 - -------------------------- Peter H. Coors /s/ Franklin G. Drake Director June 19, 1997 - -------------------------- Franklin G. Drake /s/ Robert L. Dryden Director June 19, 1997 - -------------------------- Robert L. Dryden /s/ John B. Fery Director June 19, 1997 - -------------------------- John B. Fery /s/ Joshua Green III Director June 19, 1997 - -------------------------- Joshua Green III /s/ Roger L. Hale Director August 1, 1997 - -------------------------- Roger L. Hale /s/ Delbert W. Johnson Director August 1, 1997 - -------------------------- Delbert W. Johnson /s/ Norman M. Jones Director August 1, 1997 - -------------------------- Norman M. Jones /s/ Richard L. Knowlton Director August 1, 1997 - -------------------------- Richard L. Knowlton SIGNATURE TITLE DATE ---------- ----- ------ /s/ Jerry W. Levin Director August 1, 1997 - -------------------------- Jerry W. Levin /s/ Kenneth A. Macke Director August 1, 1997 - -------------------------- Kenneth A. Macke /s/ Allen T. Noble Director June 19, 1997 - -------------------------- Allen T. Noble /s/ Edward J. Phillips Directors August 1, 1997 - -------------------------- Edward J. Phillips /s/ Paul A. Redmond Director June 19, 1997 - -------------------------- Paul A. Redmond /s/ S. Walter Richey Director August 1, 1997 - -------------------------- S. Walter Richey /s/ Richard L. Robinson Director August 1, 1997 - -------------------------- Richard L. Robinson /s/ N. Stewart Rogers Director June 19, 1997 - -------------------------- N. Stewart Rogers - -------------------------- Director _______, 1997 Richard L. Schall /s/ Walter Scott, Jr. Director August 1, 1997 - -------------------------- Walter Scott, Jr. /s/ Benjamin R. Whiteley Director June 19, 1997 - -------------------------- Benjamin R. Whiteley -----END PRIVACY-ENHANCED MESSAGE-----