-----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, QSmkPhEuReUSle9zEO+yqSQCAEK7F+o/0D0ZHKUwV/UpXi5bNmFqFH/hRG3D4d5U DrB838fJNfZTPHQcJ7hi5w== /in/edgar/work/0000950124-00-004200/0000950124-00-004200.txt : 20000714 0000950124-00-004200.hdr.sgml : 20000714 ACCESSION NUMBER: 0000950124-00-004200 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000713 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: 11-K SEC ACT: SEC FILE NUMBER: 001-06880 FILM NUMBER: 672292 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 11-K 1 e11-k.txt FORM 11-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------- FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from (not applicable) Commission file number 1-6880 WESTERN BANCORP 401(k) PLAN U.S. BANK PLACE 601 SECOND AVENUE SOUTH MINNEAPOLIS, MINNESOTA 55402-4302 (Full title of the plan and the address of the plan) U.S. BANCORP U.S. BANK PLACE 601 SECOND AVENUE SOUTH MINNEAPOLIS, MINNESOTA 55402-4302 (Name and address of principal executive offices of the issuer of the securities) 2 REQUIRED INFORMATION Western Bancorp 401(k) Plan ("the Plan"), is subject to the Employee Retirement Income Security act of 1974 ("ERISA"). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements and schedules of the Plan for the two years ended December 31, 1999 and 1998, which have been prepared in accordance with the financial reporting requirements of ERISA, are attached hereto as Exhibit 13 and incorporated herein by this reference. The following exhibits are filed with this report: Exhibit Number Description Page 13 Annual Report for the year ended December 31, 1999 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the trustees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. WESTERN BANCORP 401(k) PLAN By: U.S. Bancorp 401(k) Savings Plan Benefit Administration Committee /s/ GEORGE BUDZYNSKI _________________________________________ July 13, 2000 George Budzynski Benefit Administration Committee Chairman EX-13 2 ex13.txt ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1999 1 WESTERN BANCORP 401(K) PLAN Financial Statements and Supplemental Schedule December 31, 1999 and 1998 (With Independent Auditors' Report Thereon) 2 WESTERN BANCORP 401(K) PLAN TABLE OF CONTENTS PAGE Independent Auditors' Report 1 Statements of Net Assets Available for Plan Benefits - December 31, 1999 and 1998 2 Statements of Changes in Net Assets Available for Plan Benefits - Years ended December 31, 1999 and 1998 3 Notes to Financial Statements 4 SCHEDULE Schedule of Assets Held for Investment Purposes at End of Year - 7 December 31, 1999 All other schedules are omitted because they are not required or are not applicable based on disclosure requirements of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. 3 INDEPENDENT AUDITORS' REPORT The Administrative Committee and Participants Western Bancorp 401(k) Plan: We have audited the statements of net assets available for Plan benefits of the Western Bancorp 401(k) Plan (the Plan) as of December 31, 1999 and 1998 and the related statements of changes in net assets available for Plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for Plan benefits of the Plan as of December 31, 1999 and 1998 and the changes in net assets available for Plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes at end of year as of December 31, 1999 is presented for purposes of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. /s/ KPMG LLP Los Angeles, California July 10, 2000 4 WESTERN BANCORP 401(K) PLAN Statements of Net Assets Available for Plan Benefits December 31, 1999 and 1998
1999 1998 ------------------- ------------------- Cash $ -- 242 Investments: Participant loans 516,855 509,249 Mutual funds: First American Prime Obligation Fund 2,956,410 2,256,569 First American Fixed Income Fund 685,897 576,000 First American Large Cap Value Fund 1,686,738 1,394,641 First American Mid Cap Value Fund 877,882 806,022 Janus Mercury Fund 3,824,624 1,203,788 Janus Worldwide Fund 1,721,860 762,702 Western Bancorp/U.S. Bancorp Common Stock (note 1) 2,567,446 2,112,845 ------------------- ------------------- Total investments 14,837,712 9,621,816 Receivables: Participant contribution receivable 51,869 51,292 Employer matching contribution receivable 690,626 439,676 ------------------- ------------------- Total receivables 742,495 490,968 Net assets available for Plan benefits $ 15,580,207 10,113,026 =================== ===================
See accompanying notes to financial statements. 2 5 WESTERN BANCORP 401(K) PLAN Statements of Changes in Net Assets Available for Plan Benefits Years ended December 31, 1999 and 1998
1999 1998 ------------------- ------------------- Additions: Investment income (loss): Net appreciation (depreciation) in fair value of investments $ 2,068,063 (1,251,973) Interest and dividends 694,102 754,941 ------------------- ------------------- Net investment income (loss) 2,762,165 (497,032) ------------------- ------------------- Participant contributions 2,725,656 1,618,021 Employer matching contributions 690,276 439,676 ------------------- ------------------- Total contributions 3,415,932 2,057,697 ------------------- ------------------- Transfers from predecessor plans (note 1) 1,474,202 9,327,228 Loan transactions -- 199,666 ------------------- ------------------- Total additions 7,652,299 11,087,559 ------------------- ------------------- Deductions: Benefits paid to participants 2,185,118 974,533 ------------------- ------------------- Total deductions 2,185,118 974,533 ------------------- ------------------- Net increase in Plan assets 5,467,181 10,113,026 Net assets at beginning of year 10,113,026 -- ------------------- ------------------- Net assets at end of year $ 15,580,207 10,113,026 =================== ===================
See accompanying notes to financial statements. 3 6 (1) DESCRIPTION OF THE PLAN Western Bank, Southern California Bank, National Bank of Southern California and Santa Monica Bank were acquired by Western Bancorp. The Western Bancorp 401(k) Plan (the Plan) was created effective December 31, 1997 to consolidate the benefit assets of these acquired banks into one benefit plan. Western Bancorp's Board of Directors approved the merger of the Western Bank 401(k) Profit Sharing Plan, Southern California Bank Employee Retirement Plan and National Bank of Southern California 401(k) Plan into the Plan effective December 31, 1997. The Santa Monica Bank 401(k) Plan and Santa Monica Bank Profit Sharing Plan merged into the Plan effective May 1, 1998. On October 23, 1998, Bank of Los Angeles (BKLA) was acquired by Western Bancorp. Assets from the BKLA Profit Sharing and 401(K) Plan transferred into the Plan in March 1999. On December 30, 1998, PNB Financial Group, Inc. (PNB) was acquired by Western Bancorp. Participants of PNB's 401(k) Profit Sharing Plan started contributing to the Plan on February 1, 1999. No assets from the PNB 401(k) Profit Sharing Plan had been transferred into the Plan in 1999. Effective November 15, 1999, Western Bancorp was acquired by U.S. Bancorp. U.S. Bancorp as successor to Western Bancorp became the Employer and Plan Sponsor of Western Bancorp 401(k) Plan. No further contributions will be made to the Plan effective after December 31, 1999. The participants' balances will be merged into the U.S. Bancorp 401(k) Savings Plan when a favorable determination from the Internal Revenue Service is received. See (I) below. The following description of the Plan is provided for general information purposes only. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. (A) GENERAL The Plan, as amended, was established on December 31, 1997, and is a defined contribution plan covering all employees of Western Bancorp. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). (B) CONTRIBUTIONS Participants are entitled to contribute, on a tax-deferred-salary-reduction basis, from 1% to 20% of their annual compensation (limited to $10,000 in 1999 and 1998). Discretionary matching contributions may be made at the option of the employer's Board of Directors. For the 1999 and 1998 Plan years, the employer matched 50% of the first 6% of participant contributions for those participants employed on the last day of the Plan year. In addition to the discretionary matching contributions, the employer may make discretionary profit sharing contributions. The employer made no discretionary profit sharing contributions in 1999 and 1998. (C) PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution, the employer's discretionary matching and profit sharing contributions, if any, and allocation of Plan earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Participants currently direct the investments of their accounts among the following investment options: - First American Prime Obligation Fund - This fund is invested in very short-term debt issued by the U.S. government, banks and corporations. - First American Fixed Income Fund - This fund is invested in high quality investment grade debt securities including government, corporate, mortgage-backed and asset-backed securities. - First American Large Cap Value Fund - This fund is invested in a broadly diversified portfolio of equities of companies with market capitalization of at least $500 million. - First American Mid Cap Value Fund - This fund is invested in securities believed to be undervalued and/or temporarily unpopular, which offer the potential for capital appreciation because of factors such as changes in the company or industry in which the company operates, changes in management or management goals, or possible mergers or acquisitions. 4 7 - Janus Mercury Fund - This fund is invested in primarily common stocks of companies of any size, which may include larger well-established issuers and smaller emerging growth companies. - Janus Worldwide Fund - This fund is invested in companies on a worldwide basis, regardless of country of organization or place of principal business activity. - Western Bancorp/U.S. Bancorp Stock Fund - This fund is invested in primarily stock of Western Bancorp. At least 80% of the fund is typically invested in stock with the remaining approximately 20% in a cash equivalent investment vehicle. Pursuant to the merger with U.S. Bancorp, all Western Bancorp common stock in the fund have been converted into U.S. Bancorp common stock per the merger agreement. (D) PARTICIPANT LOANS Participants may receive loans from their accounts up to a maximum of the lesser of (a) 50% of the individual participant's vested account balance or (b) $50,000 reduced by the highest outstanding loan balance during the 12 months. The minimum loan amount is set at $500. (E) VESTING Participants are 100% vested in their own employee contributions plus the actual earnings thereon. Vesting in employer discretionary matching or profit sharing contributions is determined by the length of employee service.
YEARS OF VESTED SERVICE PERCENTAGE -------------------- ------------- Less than 2 years 0% 2 25 3 50 4 75 5 or more 100 -------------
In the event of attainment of normal retirement age, upon disability or death, a participant is entitled (or the beneficiary shall be entitled in the event of death) to receive 100% of the amount contributed by the employer. (F) FORFEITURES Upon termination of a participant's employment, the nonvested portions of employer discretionary matching and profit sharing contributions (if any) and earnings thereon are forfeited. Such forfeitures are first used to reduce Plan expenses. Any excess is used to reduce future employer discretionary or profit sharing contributions. (G) PAYMENT OF BENEFITS On termination of service due to death, disability or retirement, the entire balance in a participant's deferral account and the vested balance in the employer discretionary matching and profit sharing contributions may be distributed to the participant, rolled over into another qualified plan or left in the Plan. In-service distributions are allowed upon experiencing a financial hardship, as defined by the Internal Revenue Code. Such withdrawals are subject to applicable excise and income taxes, and may only be made with the approval of the Plan Administrator. (H) ADMINISTRATIVE EXPENSES All Plan administrative expenses are paid by the employer. 5 8 (I) TERMINATION The employer may at any time discontinue contributions under the Plan, terminate the Plan, or merge it or consolidate it with another plan. Upon such discontinuance or termination, participants would become 100% vested. Pursuant to the merger with U.S. Bancorp, all contributions for Plan year 2000 are made to the U.S. Bancorp 401(k) Savings Plan starting January 1, 2000. Upon the receipt of a favorable determination letter from the Internal Revenue Service, all the Plan assets will be merged into the U.S. Bancorp 401(k) Savings Plan. (J) USE OF ESTIMATES Management has made certain estimates and assumptions relating to the reporting of assets and liabilities, the changes therein and the disclosure of contingent assets and liabilities to prepare these financial statements in accordance with generally accepted accounting principles. Actual results could differ from these estimates. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (A) BASIS OF ACCOUNTING The financial statements of the Plan have been prepared on the accrual basis of accounting. (B) LOANS Loans are valued at their outstanding balance amount, which approximates fair market value. (C) INVESTMENTS In September 1999, the American Institute of Certified Public Accountants issued Statement of Position 99-3, Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters (SOP 99-3). SOP 99-3 simplifies the disclosure for certain investments and was effective for plan years ended December 31, 1999 with earlier application encouraged. The Plan adopted SOP 99-3 during the Plan year ended December 31, 1999. Accordingly, information previously required to be disclosed about participant-directed fund investment programs is not presented in the Plan's 1999 financial statements. The Plan's 1998 financial statements have been reclassified to the current year's presentation. Investments held in money market accounts are stated at cost, which approximates fair value. Investments in mutual funds and common stock are stated at fair value as determined by quoted market prices. Investment transactions are recognized and recorded on the trade date (the date the order to buy or sell is executed). Interest income is recorded as earned and dividend income is recorded on the ex-dividend date. Net appreciation (depreciation) in the fair value of investments includes both realized and unrealized gains and losses in addition to dividends paid on investments in mutual funds which are reinvested in the form of additional mutual fund shares. (3) INCOME TAXES The Plan Sponsor has not submitted a request for a determination letter on the qualified status of the Plan. The Company is in the process of submitting such request. The Plan Sponsor believes that the Plan meets the applicable requirements of the Internal Revenue Code. 6 9 SCHEDULE WESTERN BANCORP 401(K) PLAN Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999
DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE, IDENTITY OF ISSUER, BORROWER, LESSOR, RATE OF INTEREST, COLLATERAL, PAR OR SIMILAR PARTY OR MATURITY VALUE CURRENT VALUE - ----------------------------------------------------------- ----------------------------------------- ------------------- First American Prime Obligations Fund* Mutual Fund $ 2,956,410 First American Fixed Income Fund* Mutual Fund 685,897 First American Large Cap Value Fund* Mutual Fund 1,686,738 First American Mid Cap Value Fund* Mutual Fund 877,882 Janus Mercury Fund* Mutual Fund 3,824,624 Janus Worldwide Fund* Mutual Fund 1,721,860 Western Bancorp/U.S. Bancorp Common Stock* Common stock 2,567,446 Loans to participants* Interest rates ranges from 7.75% to 11.50% 516,855 ===================
* Party in interest. See accompanying independent auditors' report. 7 -----END PRIVACY-ENHANCED MESSAGE-----