-----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, CmUzy7w9Ce+CK218Lajt6ikNHoDZNYdfIw0MRdVWYGZk1+dthn+xMXHOt0VII+KP mHZnZbbH+VTMTHYj1As4XQ== 0000950124-01-500651.txt : 20010502 0000950124-01-500651.hdr.sgml : 20010502 ACCESSION NUMBER: 0000950124-01-500651 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010501 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: 8-A12B SEC ACT: SEC FILE NUMBER: 001-06880 FILM NUMBER: 1618444 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 8-A12B 1 c61983e8-a12b.txt FORM 8-A PURSUANT TO SECTION 12(B) 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 U.S. Bancorp USB Capital III -------------------------------------------------- --------------------------------------------- (Exact name of registrant as specified in charter) (Exact name of registrant as specified in its Certificate of Trust) Delaware Delaware ---------------------------------------- ---------------------------------------- (State of incorporation or organization) (State of incorporation or organization) 41-0255900 41-1899114 ------------------------------------ ------------------------------------ (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) c/o U.S. Bancorp 601 Second Avenue South, 601 Second Avenue South Minneapolis, Minnesota Minneapolis, Minnesota ---------------------------------------- ---------------------------------------- (Address of Principal Executive Offices) (Address of Principal Executive Offices) 55402 55402 ---------- ---------- (Zip Code) (Zip Code)
If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this Form relates: 333-83643 and 333-59756. Securities to be registered pursuant to Section 12(b) of the Act: 7.75% Trust Preferred Securities of USB Capital III (and the Guarantee of U.S. Bancorp with respect thereto). Securities to be registered pursuant to Section 12(g) of the Act: None. 2 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED. The descriptions set forth under the "Description of Capital Securities," "Description of Junior Subordinated Debt Securities," "Description of the Guarantee" and "Relationship among the Capital Securities, the Corresponding Junior Subordinated Debt Securities and the Guarantees" in the Prospectus included in the Registration Statements on Form S-3 (No. 333-83643) of U.S. Bancorp and USB Capital III filed on July 23, 1999, are incorporated herein by reference. ITEM 2. EXHIBITS. 4.1 Junior Subordinated Indenture, between U.S. Bancorp and Wilmington Trust Company, as Debenture Trustee, dated November 15, 1996 (incorporated by reference to Exhibit 4.1 to the Registrants' Registration Statement on Form S-4, File No. 333-16991). 4.2 Certificate of Trust of USB Capital III (incorporated by reference to Exhibit 4.5 to the Registrants' Registration Statement on Form S-3, File No. 333-45211). 4.3 Form of Amended and Restated Trust Agreement between U.S. Bancorp, Wilmington Trust Company, as Property Trustee and Delaware Trustee, and the Administrative Trustees named therein (incorporated by reference to Exhibit 4.12 to the Registrants' Registration Statement on Form S-3, File No. 333-45211). 4.4 Form of Capital Security Certificate (included as part of Exhibit 4.3). 4.5 Form of Guarantee Agreement between U.S. Bancorp and Wilmington Trust Company, as Guarantee Trustee (incorporated by reference to Exhibit 4.17 to the Registrants' Registration Statement on Form S-3, File No. 333-45211). SIGNATURE Pursuant to be requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. USB CAPITAL III By: U.S. Bancorp, as Depositor Date: April 19, 2001 By: /s/ Laura F. Bednarski -------------------------------------- Name: Laura F. Bednarski Title: Vice President, Senior Corporate Counsel and Assistant Secretary U.S. BANCORP Date: April 19, 2001 By: /s/ Laura F. Bednarski -------------------------------------- Name: Laura F. Bednarski Title: Vice President, Senior Corporate Counsel and Assistant Secretary -2- 3 INDEX TO EXHIBITS
Exhibit No. Description - ----------- ----------- 4.1 Junior Subordinated Indenture, between U.S. Bancorp and Wilmington Trust Company, as Debenture Trustee, dated November 15, 1996 (incorporated by reference to Exhibit 4.1 to the Registrants' Registration Statement on Form S-4, File No. 333-16991). 4.2 Certificate of Trust of USB Capital III (incorporated by reference to Exhibit 4.5 to the Registrants' Registration Statement on Form S-3, File No. 333-45211). 4.3 Form of Amended and Restated Trust Agreement between U.S. Bancorp, Wilmington Trust Company, as Property Trustee and Delaware Trustee, and the Administrative Trustees named therein (incorporated by reference to Exhibit 4.12 to the Registrants' Registration Statement on Form S-3, File No. 333-45211). 4.4 Form of Capital Security Certificate (included as part of Exhibit 4.3). 4.5 Form of Guarantee Agreement between U.S. Bancorp and Wilmington Trust Company, as Guarantee Trustee (incorporated by reference to Exhibit 4.17 to the Registrants' Registration Statement on Form S-3, File No. 333-45211).
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