-----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, AGiCeHOFaWemHu6D0YdmNMcRKmnIMudUBWMebBbeBuz9P/EZ174VuwTi24ypllLt xXu48DZK+bP8xz5w/zKMnw== /in/edgar/work/0000950124-00-006061/0000950124-00-006061.txt : 20001016 0000950124-00-006061.hdr.sgml : 20001016 ACCESSION NUMBER: 0000950124-00-006061 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001013 EFFECTIVENESS DATE: 20001013 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: 333-47968 FILM NUMBER: 740171 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 c57906s-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on October 13, 2000 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 (Exact name of registrant as specified in its charter) DELAWARE 41-0255900 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) U.S. BANK PLACE 601 SECOND AVENUE SOUTH MINNEAPOLIS, MINNESOTA 55402-4302 (Address of principal executive offices) (Zip Code) SCRIPPS BANK 1992 STOCK OPTION PLAN SCRIPPS BANK 1995 STOCK OPTION PLAN SCRIPPS BANK 1998 OUTSIDE DIRECTORS STOCK OPTION PLAN (Full titles of the plans) LEE R. MITAU, ESQ. U.S. BANK PLACE 601 SECOND AVENUE SOUTH MINNEAPOLIS, MINNESOTA 55402-4302 (Name and address of agent for service) (612) 973-1111 (Telephone number, including area code, of agent for service) Copy to: ELIZABETH C. HINCK, ESQ. DORSEY & WHITNEY LLP 220 SOUTH SIXTH STREET MINNEAPOLIS, MINNESOTA 55402 (612) 340-2600 ------------------------------
CALCULATION OF REGISTRATION FEE ======================================================================================================================== Title of Proposed Proposed securities Amount maximum offering maximum aggregate Amount of being registered to be registered(1) price per share (2) offering price (2) registration fee - ------------------------------------------------------------------------------------------------------------------------ Common Stock ($1.25 par value) 327,194 shares $20.09 $6,574,554.44 $1,735.68 ======================================================================================================================== (1) Pursuant to rule 416(c) under the Securities Act of 1933, this registration statement covers an indeterminate amount interests to be offered or sold pursuant to the employee benefit plan described herein. This registration shall also cover any additional shares of common stock which shall become issuable under the Scripps Bank Stock Option Plan, Scripps Bank 1995 Stock Option Plan and Scripps Bank 1998 Outside Directors Stock Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the registrant's common stock. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 (h) and (c), based upon the average of the high and low prices of the registrant's common stock, as reported on the New York Stock Exchange on October 12, 2000. ========================================================================================================================
2 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 fiscal year ended December 31, 1999; (b) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 2000 and June 30, 2000; (c) the Company's Current Reports on Form 8-K, filed on July 20, 2000, August 22, 2000, October 4, 2000 and October 12, 2000; and (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 registration statement 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 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 II-1 3 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. 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. ITEM 9. UNDERTAKINGS. (a) POST-EFFECTIVE AMENDMENTS. II-2 4 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 (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 section15(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 section13(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 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. II-3 5 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 October 13, 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 dates indicated.
Signature Title Date --------- ----- ---- /s/ John F. Grundhofer Chairman, Chief Executive October 13, 2000 - ------------------------------ Officer, and Director John F. Grundhofer (principal executive officer) /s/ Andrew Cecere Chief Financial Officer October 13, 2000 - ------------------------------ (principal financial officer) Andrew Cecere /s/ Terrance R. Dolan Senior Vice President and October 13, 2000 - ------------------------------ Controller (principal Terrance R. Dolan accounting officer) * Director October 13, 2000 - ------------------------------ Linda L. Ahlers * Director October 13, 2000 - ------------------------------ Harry L. Bettis
II-4 6 * Director October 13, 2000 - ------------------------------ Arthur D. Collins, Jr. * Director October 13, 2000 - ------------------------------ Peter H. Coors * Director October 13, 2000 - ------------------------------ Robert L. Dryden * Director October 13, 2000 - ------------------------------ Joshua Green III * Director October 13, 2000 - ------------------------------ Delbert W. Johnson * Director October 13, 2000 - ------------------------------ Joel W. Johnson * Director October 13, 2000 - ------------------------------ Jerry W. Levin * Director October 13, 2000 - ------------------------------ Paul A. Redmond * Director October 13, 2000 - ------------------------------ Richard G. Reiten
II-5 7 * Director October 13, 2000 - ------------------------------ S. Walter Richey * Director October 13, 2000 - ------------------------------ Warren R. Staley * By /s/ Terrance R. Dolan ------------------------- Terrance R. Dolan Attorney-in-Fact
II-6 8 EXHIBIT INDEX 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 c57906ex5-1.txt OPINION OF DORSEY & WHITNEY LLP 1 EXHIBIT 5.1 [Letterhead of Dorsey & Whitney LLP] U.S. Bancorp U.S. Bank Place 601 Second Avenue South Minneapolis, Minnesota 55402-4302 Re: Registration Statement on Form S-8 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 issuance by the Company from time to time of up to 327,194 shares of Common Stock, par value $1.25 per share, of the Company (the "Shares") under the terms of the Scripps Bank 1992 Stock Option Plan, Scripps Bank 1995 Stock Option Plan, and Scripps Bank 1998 Outside Directors Stock Option Plan (collectively, "the Plans"). 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 to be issued by the Company pursuant to the Plans have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable. Our opinion expressed above is limited to the Delaware General Corporation Law. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Dated: October 13, 2000. Very truly yours, /s/ Dorsey & Whitney LLP JLS EX-23.2 3 c57906ex23-2.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Scripps Bank 1992 Stock Option Plan, Scripps Bank 1995 Stock Option Plan and Scripps Bank 1998 Outside Directors Stock Option 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 October 10, 2000 EX-24.1 4 c57906ex24-1.txt POWERS OF ATTORNEY 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, Andrew Cecere 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 one or more Registration Statements 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, Chief Executive July 19, 2000 - ------------------------------------ Officer, and Director John F. Grundhofer (principal executive officer) Chief Financial Officer July , 2000 - ------------------------------------ (principal financial officer) -- Andrew Cecere Senior Vice President and July , 2000 - ------------------------------------ Controller (principal -- Terrance R. Dolan accounting officer) /s/ Linda L. Ahlers Director July 19, 2000 - ------------------------------------ Linda L. Ahlers /s/ Harry L. Bettis Director July 19, 2000 - ------------------------------------ Harry L. Bettis /s/ Arthur D. Collins, Jr. Director July 19, 2000 - ------------------------------------ Arthur D. Collins, Jr.
2 /s/ Peter H. Coors Director July 19, 2000 - ------------------------------------ Peter H. Coors /s/ Robert L. Dryden Director July 19, 2000 - ------------------------------------ Robert L. Dryden /s/ Joshua Green III Director July 19, 2000 - ------------------------------------ Joshua Green III /s/ Delbert W. Johnson Director July 19, 2000 - ------------------------------------ Delbert W. Johnson /s/ Joel W. Johnson Director July 19, 2000 - ------------------------------------ Joel W. Johnson /s/ Jerry W. Levin Director July 19, 2000 - ------------------------------------ Jerry W. Levin /s/ Paul A. Redmond Director July 19, 2000 - ------------------------------------ Paul A. Redmond /s/ Richard G. Reiten Director July 19, 2000 - ------------------------------------ Richard G. Reiten /s/ S. Walter Richey Director July 19, 2000 - ------------------------------------ S. Walter Richey /s/ Warren R. Staley Director July 19, 2000 - ------------------------------------ Warren R. Staley
-----END PRIVACY-ENHANCED MESSAGE-----