-----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, JAuYUX2ZGq5/itntSkG9GkVpHeTo0CEmyblsNIQ14lVJq67hLUuXYgz5IZNaG8Zc BEWIA+KhPnglKIz6t8EbXA== 0000950124-01-500573.txt : 20010430 0000950124-01-500573.hdr.sgml : 20010430 ACCESSION NUMBER: 0000950124-01-500573 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 6 333-83643 FILED AS OF DATE: 20010427 EFFECTIVENESS DATE: 20010427 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-3MEF SEC ACT: SEC FILE NUMBER: 333-59756 FILM NUMBER: 1614505 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-3MEF 1 c61972s-3mef.txt FORM S-3 PURSUANT TO RULE 462(B) 1 As filed with the Securities and Exchange Commission on April 27, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- Form S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------- U.S. Bancorp Delaware 41-0255900 USB Capital III Delaware 41-1899114 USB Capital IV Delaware 41-1899116 USB Capital V Delaware 41-1899117 (State or other jurisdiction (I.R.S. Employer (Exact name of or incorporation or organization) Identification No.) Registrant as specified in its charter) Lee R. Mitau, Esq. 601 Second Avenue South 601 Second Avenue South Minneapolis, Minnesota 55402-4302 Minneapolis, Minnesota 55402-4302 (612) 973-1111 (612) 973-1111 (Name, address and telephone number, (Address, including zip code, and Including telephone number, including area code, of agent for service) area code, of registrant's principal executive offices) Copy to: Fred A. Summer, Esq. Lee Meyerson, Esq. Squire, Sanders & Dempsey L.L.P. Simpson Thacher & Bartlett 41 South High Street 425 Lexington Avenue Columbus, Ohio 43215 New York, New York 10017 (614) 365-2700 (212) 455-2000 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Registration No. 333-83463 2 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the box. [ ] CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount Maximum Maximum Amount of Title in Each Class of to be Offering Price Aggregate Registration Securities to be Registered Registered Per Unit(1) Offering Price(1) Fee - --------------------------- ---------- -------------- ----------------- ------------ Junior Subordinated Debt Securities of U.S. Bancorp ("Junior Subordinated Debt Securities") Capital Securities of USB Capital III ("Capital Securities") And Guarantees of Capital Securities of USB Capital III ("Guarantee" and together with the Junior Subordinated Debt Securities and the Capital Securities, the "Securities") (2) $78,000,000(3) 100% $78,000,000(3) $19,500 -------------- --- -------------- ------- ===================================================================================================================
(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o). (2) In addition to the Guarantee and the Junior Subordinated Debt Securities, U.S. Bancorp is also registering under this registration statement certain other back-up obligations. Such back-up obligations include its obligations under the Indenture related to the Capital Securities and under the Amended and Restated Trust Agreement of USB Capital III, pursuant to which U.S. Bancorp will agree, among other things, to pay all debts and obligations (other than with respect to the Capital Securities) of USB Capital Trust III, and all costs or expenses of USB Capital Trust III, including all fees, expenses and taxes of such Trust. No separate consideration will be received by U.S. Bancorp for the Guarantee or such other back-up obligations. (3) Represents $78,000,000 additional principal amount of Securities to be registered pursuant to Rule 462(b) on this Post-Effective Amendment to the Registrants' Registration Statement No. 333-83643. EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3, both promulgated under the Securities Act of 1933, as amended. The contents of Registration Statement No. 333-83643 which became effective on August 10, 1999, including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein, are hereby incorporated by reference. 3 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-3 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 April , 2001. U.S. Bancorp By: /s/ Jerry A. Grundhofer ---------------------------- Jerry A. Grundhofer President and Chief Executive Officer (principal 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 dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Jerry A. Grundhofer President, Chief Executive April , 2001 - -------------------------------- Officer and Director Jerry A. Grundhofer (principal executive officer) /s/ David M. Moffett Vice Chairman and Chief April , 2001 - -------------------------------- Financial Officer David M. Moffett (principal financial officer) /s/ Terrance R. Dolan Senior Vice April , 2001 - -------------------------------- President and Controller Terrance R. Dolan (principal accounting officer) /s/ John F. Grundhofer* Chairman and Director April , 2001 - -------------------------------- John F. Grundhofer /s/Linda L. Ahlers* Director April , 2001 - -------------------------------- Linda L. Ahlers /s/Victoria B. Buyniski Gluckman* Director April , 2001 - --------------------------------- Victoria Buyniski Gluckman /s/ Arthur D. Collins, Jr.* Director April , 2001 - -------------------------------- Arthur D. Collins, Jr. /s/ Peter H. Coors* Director April , 2001 - -------------------------------- Peter H. Coors /s/ John C. Dannemiller* Director April , 2001 - -------------------------------- John C. Dannemiller /s/ Joshua Green III* Director April , 2001 - -------------------------------- Joshua Green III /s/J. P. Hayden, Jr.* Director April , 2001 - -------------------------------- J.P. Hayden, Jr. /s/Roger L. Howe* Director April , 2001 - -------------------------------- Roger L. Howe /s/Thomas H. Jacobsen* Director April , 2001 - -------------------------------- Thomas H. Jacobsen
4
SIGNATURE TITLE DATE --------- ----- ---- /s/ Delbert W. Johnson* Director April , 2001 - ----------------------------- Delbert W. Johnson /s/ Joel W. Johnson* Director April , 2001 - ----------------------------- Joel W. Johnson /s/ Jerry W. Levin* Director April , 2001 - ----------------------------- Jerry W. Levin /s/ Sheldon B. Lubar* Director April , 2001 - ----------------------------- Sheldon B. Lubar /s/Frank Lyon, Jr.* Director April , 2001 - ----------------------------- Frank Lyon, Jr. /s/Daniel F. McKeithan, Jr.* Director April , 2001 - ----------------------------- Daniel F. McKeithan, Jr. /s/David B. O'Maley* Director April , 2001 - ----------------------------- David B. O'Maley /s/O'dell Owens, M.D., M.P.H.* Director April , 2001 - ------------------------------ O'dell M. Owens, M.D., M.P.H. /s/Thomas E. Petry* Director April , 2001 - ----------------------------- Thomas E. Petry /s/ Richard G. Reiten* Director April , 2001 - ----------------------------- Richard G. Reiten /s/ S. Walter Richey* Director April , 2001 - ----------------------------- S. Walter Richey /s/Warren R. Staley* Director April , 2001 - ----------------------------- Warren R. Staley /s/Patrick T. Stokes* Director April , 2001 - ----------------------------- Patrick T. Stokes /s/ John J. Stollenwerk * Director April , 2001 - ----------------------------- John J. Stollenwerk *By /s/Terrance R. Dolan Attorney-in-fact for the - ----------------------------- persons indicated above with Terrance R. Dolan an * Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, USB Capital III certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, and State of Minnesota on April , 2001. USB CAPITAL III By: U.S. Bancorp, as Depositor By: /s/Lee R. Mitau ------------------------------- 5 EXHIBIT INDEX 5.1 Opinion of Richards, Layton & Finger, P.A. as to the validity of the Trust Preferred Securities of USB Capital III. 5.2 Opinion of Squire, Sanders & Dempsey L.L.P., as to validity of the Junior Subordinated Debt Securities and Guarantee of U.S. Bancorp. 8.1 Opinion of Squire, Sanders & Dempsey L.L.P. regarding certain tax matters. 23.1 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.1). 23.2 Consents of Squire, Sanders & Dempsey L.L.P. (included in Exhibits 5.2 and 8.1). 23.3 Consent of PricewaterhouseCoopers LLP 24.1 Power of Attorney EX-5.1 2 c61972ex5-1.txt OPINION OF RICHARDS, LAYTON & FINGER, P.A. 1 Exhibit 5.1 [Letterhead of Richards, Layton & Finger, P.A.] April 27, 2001 USB Capital III c/o U.S. Bancorp 601 Second Avenue South Minneapolis, Minnesota 55402-4302 Re: USB Capital III Ladies and Gentlemen: We have acted as special Delaware counsel for USB Capital III, a Delaware business trust (the "Trust"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you. For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following: (a) The Certificate of Trust of the Trust (the "Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on January 28, 1998; (b) The Trust Agreement of the Trust, dated as of January 22, 1998 (the "Trust Agreement"), among U.S. Bancorp, a Delaware corporation (the "Company"), and the trustees of the Trust named therein; (c) The Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission pursuant to Rule 462(b) which incorporates by reference the Registration Statement on Form S-3 of the Company (Registration No. 333-83463) and the Prospectus included therein (the "Prospectus"), relating to the __% capital securities of the Trust representing undivided beneficial interests in the assets of the Trust (each, a "Capital Security" and collectively, the "Capital Securities"); 2 USB Capital III April 27, 2001 Page 2 (d) A form of Amended and Restated Trust Agreement of the Trust (including Exhibits A and B thereto) (the "Amended Trust Agreement"), among the Company, the trustees of the Trust named therein, and the holders, from time to time, of undivided beneficial interests in the assets of the Trust; and (e) A Certificate of Good Standing for the Trust, dated April 26, 2001, obtained from the Secretary of State. Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement. For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (e) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (e) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects. With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures. For purposes of this opinion, we have assumed (i) that the Trust Agreement and the Certificate are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, the due creation or due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Capital Security is to be issued by the Trust (collectively, the "Capital Security Holders") of a Capital Trust Security Certificate for such Capital Security and the payment for the Capital Security acquired by it, in accordance with the Amended Trust Agreement and the Prospectus, and (vii) that the Capital Securities will be issued and sold to the Capital Security Holders in accordance with the Amended Trust Agreement and the Prospectus. We have not participated in the preparation of the Prospectus and assume no responsibility for its contents. This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on 3 USB Capital III April 27, 2001 Page 3 the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect. Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that: 1. The Trust has been duly created and is validly existing in good standing as a business trust under the Business Trust Act. 2. The Capital Securities to be issued to the Capital Security Holders have been duly authorized and will be validly issued and, subject to the qualifications set forth in paragraph 3 below, will be fully paid and nonassessable undivided beneficial interests in the assets of the Trust. 3. The Capital Security Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Capital Security Holders may be obligated to make payments as set forth in the Trust Agreement. We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving the foregoing consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, RICHARDS, LAYTON & FINGER, P.A. EX-5.2 3 c61972ex5-2.txt OPINION OF SQUIRE, SANDERS & DEMPSEY L.L.P., 1 Exhibit 5.2 [Letterhead of Squire, Sanders & Dempsey L.L.P.] April 27, 2001 U.S. Bancorp 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") and sponsor of USB Capital III, a Delaware business trust (the "Trust"), in connection with a Registration Statement on Form S-3 to be filed pursuant to Rule 462(b) under the Securities Act of 1933 (the "Registration Statement"), which will constitute a post-effective amendment to an earlier Registration Statement on Form S-3 (Registration No. 333-83645) (the "Earlier Registration Statement") relating to: (A) the proposed sale by the Company from time to time of the guarantee by the Company of the Preferred Securities (as hereinafter defined) of the Trust (the "Guarantee"); (B) the proposed sale by the Company from time to time of the Company's junior subordinated debentures (the "Junior Subordinated Debentures"), pursuant to the Junior Subordinated Indenture, dated November 15, 1996, between the Company and Wilmington Trust Company, as Debenture Trustee (the "Indenture"); and (C) the proposed sale by the Trust of its 7.75% Trust Preferred Securities (liquidation amount of $25 per Preferred Security) (the "Preferred Securities"). The Guarantee, Junior Subordinated Debentures and Preferred Securities are hereinafter collectively referred to as the "Securities". We have examined such documents, including the resolution of the Board of Directors of the Company adopted on April 26, 2001 (the "Financing Resolution"), and have reviewed such questions of law, as we have considered necessary and appropriate for the purposes of our opinion 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 2 U.S. Bancorp April 27, 2001 Page 2 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 and the Trust, 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 opinion, we have relied upon certificates of officers of the Company and the Trust officials. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Indenture, the Trust Agreement and the Guarantee, each in the form incorporated by reference as exhibits to the Registration Statement. Based on the foregoing, we are of the opinion that: 1. When the specific terms of the Junior Subordinated Debentures have been specified in a supplemental indenture or an Officer's Certificate, which has been executed and delivered to the Trustee by an Authorized Officer (as defined in the Financing Resolution), such Junior Subordinated Debentures will have been duly authorized by all requisite corporate action and, when executed and authenticated as specified in the Indenture and delivered against payment therefor pursuant to the terms described in the Earlier Registration Statement and the prospectus supplement specifically relating to the Securities, as filed with the Commission, and as specified by an Authorized Officer, will constitute valid and binding obligations of the Company, enforceable in accordance with the terms of such series. 2. When the Guarantee has been duly authorized by all requisite corporate action and, when executed and delivered as specified in the Guarantee, in substantially the form filed as Exhibit 4.15 to the Earlier Registration Statement, the Guarantee will constitute the valid and binding obligation of the Company, enforceable in accordance with its terms. Our opinions expressed above are limited to the laws of the State of New York, the Delaware General Corporation Law and the federal laws of the United States of America. We hereby consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, SQUIRE, SANDERS & DEMPSEY L.L.P. EX-8.1 4 c61972ex8-1.txt OPINION OF SQUIRE, SANDERS DEMPSEY L.L.P. 1 Exhibit 8.1 [Letterhead of Squire, Sanders & Dempsey L.L.P.] April 27, 2001 U.S. Bancorp U.S. Capital III 601 Second Avenue, South 601 Second Avenue, South Minneapolis, Minnesota 55402 Minneapolis, Minnesota 55402 RE: REGISTRATION STATEMENT ON FORM S-3 Ladies and Gentlemen: We have acted as special counsel to U.S. Bancorp, a Delaware corporation (the "Company"), and USB Capital III, a statutory business trust created under the laws of Delaware (the "Trust"), in connection with the Registration Statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the "Act"), which Registration Statement constitutes a post-effective amendment to an earlier Registration Statement on Form S-3 (File No. 333-83645) under the Act (the "Earlier Registration Statement"), for the purpose of registering the 7.75% Trust Preferred Securities (liquidation amount of $25 per Trust Preferred Security) (the "Capital Securities") to be issued by the Trust, and with respect to the Guarantee and the Junior Subordinated Debentures to be issued by the Company to the Trust in connection with such issuance of the Capital Securities. In rendering this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Certificate of Trust of the Trust dated as of January 22, 1998; (ii) the form of Amended and Restated Trust Agreement of the Trust (the "Trust Agreement"); (iii) the form of Capital Securities Certificate of the Trust; (iv) the form of Guarantee Agreement for the Trust (the "Guarantee"); (v) the form of Junior Subordinated Debenture; and (vi) the Junior Subordinated Indenture between the Company and Wilmington Trust Company dated as of November 15, 1996 filed as an exhibit (the "Indenture"). We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, certificates, and records as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein. 2 U.S. Bancorp U.S. Capital III April 27, 2001 Page 2 In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. In making our examination of documents executed by parties other than the Company or the Trust, we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and that such documents constitute valid and binding obligations of such parties. In addition, we have assumed that the Trust Agreement, the Capital Securities, the Guarantee and the Junior Subordinated Debentures when executed, will be executed in substantially the form reviewed by us and that the terms of the Junior Subordinated Debentures, when established in conformity with the Indenture will not violate any applicable law. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon factual statements and factual representations of officers, trustees, and other representatives of the Company and the Trust, and others. We hereby confirm that, the statements contained under the heading "UNITED STATES FEDERAL INCOME TAX CONSEQUENCES" in the prospectus supplement filed with the Commission under Rule 424(b) promulgated under the Act in connection with the offering and sale of the Capital Securities (the "Prospectus Supplement") insofar as such statements purport to constitute summaries of matters of United States federal tax law and regulations or legal conclusions with respect thereto, as qualified therein, constitute accurate summaries of the matters described therein in all material respects. Although such statements constituting matters of law or legal conclusions do not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition of Capital Securities, such statements are, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership and disposition of Capital Securities, based upon current law as they relate to holders described therein. It is possible that contrary positions with regard to the purchase, ownership and disposition of the Capital Securities may be taken by the Internal Revenue Service (the "IRS") and that a court may agree with such contrary positions. Additionally, based upon the facts, assumptions and representations set forth or referred to herein, and the accuracy of such facts, assumptions and representations as of the date hereof, and assuming full compliance with the terms of the Trust Agreement and the Indenture, it is our opinion that (i) the Trust will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation, and (ii) the Junior Subordinated Debentures will be classified as indebted for United States federal income tax purposes. The opinions expressed in this letter are based on the Internal Revenue Code of 1986, as amended, the Income Tax Regulations promulgated by the Treasury Department thereunder and judicial authorities reported as of the date hereof. We have also considered the position of the 3 U.S. Bancorp U.S. Capital III April 27, 2001 Page 3 IRS reflected in published and private rulings. Although we are not aware of any pending changes to these authorities that would alter our opinions, there can be no assurances that future legislation or administrative changes, court decisions or IRS interpretations will not significantly modify the statement opinions expressed herein. Our opinion is being furnished in connection with the filing of the Registration Statement and is limited to the federal income tax issues specifically considered herein. It is not to be used, circulated, quoted or otherwise referred to for any other purpose without our written consent. We do not express any opinion as to any other United States federal income tax issues or any state or local or foreign tax issues. Although the opinions herein are based upon our best interpretation of existing sources of law and expresses what we believe a court would properly conclude if presented with these issues, no assurance can be given that such interpretations would be followed if they were to become the subject of judicial or administrative proceedings. We hereby consent to the use of our name under the caption "UNITED STATES FEDERAL INCOME TAX CONSEQUENCES" in the Prospectus Supplement and the filing of this opinion with the Commission as Exhibit 8.1 to the Registration Statement. In giving this consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof and applies only to the disclosures set forth in the Prospectus and Registration Statement. We disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law. Very truly yours, SQUIRE, SANDERS & DEMPSEY L.L.P. EX-23.3 5 c61972ex23-3.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 Exhibit 23.3 CONSENT OF PRICEWATERHOUSECOOPERS LLP We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated April 13, 2001 relating to the consolidated financial statements of U.S. Bancorp, which appears in the Current Report on Form 8-K of U.S. Bancorp dated April 17, 2001. PRICEWATERHOUSECOOPERS LLP Minneapolis, Minnesota April 27, 2001 EX-24.1 6 c61972ex24-1.txt POWER 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 David M. Moffett, Lee R. Mitau 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-3 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/ Jerry A. Grundhofer President and Chief Executive April 17, 2001 - ------------------------------------ Officer (principal executive Jerry A. Grundhofer officer) /s/ David M. Moffett Vice Chairman and Chief Financial April 17, 2001 - ------------------------------------ Officer (principal financial David M. Moffett officer) /s/ Terrance R. Dolan Senior Vice President and April 17, 2001 - ------------------------------------ Controller (principal accounting Terrance R. Dolan officer) /s/ John F. Grundhofer Chairman April 17, 2001 - ---------------------- John F. Grundhofer /s/ Linda L. Ahlers Director April 17, 2001 - ------------------------------------ Linda L. Ahlers /s/ Victoria B. Buyniski Gluckman Director April 17, 2001 - ------------------------------------ Victoria B. Buyniski Gluckman
2 /s/ Arthur D. Collins, Jr. Director April 17, 2001 - ----------------------------------- Arthur D. Collins, Jr. /s/ Peter H. Coors Director April 17, 2001 - ----------------------------------- Peter H. Coors /s/ John C. Dannemiller Director April 17, 2001 - ----------------------------------- John C. Dannemiller /s/ Joshua Green III Director April 17, 2001 - ----------------------------------- Joshua Green III /s/ J.P. Hayden, Jr. Director April 17, 2001 - ----------------------------------- J.P. Hayden, Jr. /s/ Roger L. Howe Director April 17, 2001 - ----------------------------------- Roger L. Howe /s/ Thomas H. Jacobsen Director April 17, 2001 - ----------------------------------- Thomas H. Jacobsen /s/ Delbert W. Johnson Director April 17, 2001 - ----------------------------------- Delbert W. Johnson /s/ Joel W. Johnson Director April 17, 2001 - ----------------------------------- Joel W. Johnson /s/ Jerry W. Levin Director April 17, 2001 - ----------------------------------- Jerry W. Levin /s/ Sheldon B. Lubar Director April 17, 2001 - ----------------------------------- Sheldon B. Lubar /s/ Frank Lyon, Jr. Director April 17, 2001 - ----------------------------------- Frank Lyon, Jr.
3 /s/ Daniel F. McKeithan, Jr. Director April 17, 2001 - ----------------------------------- Daniel F. McKeithan, Jr. /s/ David B. O'Maley Director April 17, 2001 - ----------------------------------- David B. O'Maley /s/ O'dell M. Owens, M.D., M.P.H. Director April 17, 2001 - ----------------------------------- O'dell M. Owens, M.D., M.P.H. /s/ Thomas E. Petry Director April 17, 2001 - ----------------------------------- Thomas E. Petry /s/ Richard G. Reiten Director April 17, 2001 - ----------------------------------- Richard G. Reiten /s/ S. Walter Richey Director April 17, 2001 - ----------------------------------- S. Walter Richey /s/ Warren R. Staley Director April 17, 2001 - ----------------------------------- Warren R. Staley /s/ Patrick T. Stokes Director April 17, 2001 - ----------------------------------- Patrick T. Stokes /s/ John J. Stollenwerk Director April 17, 2001 - ----------------------------------- John J. Stollenwerk
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