-----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, ByH8XA/jdEXQwvFSo7XgZeP4AQx7v7+8gqZlV/xYvmG14XVOhcOKZO4bjwatifXw lbv8Kx1sK2ILpmFxAOiDbA== 0000950134-06-005421.txt : 20060317 0000950134-06-005421.hdr.sgml : 20060317 20060317141736 ACCESSION NUMBER: 0000950134-06-005421 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060317 DATE AS OF CHANGE: 20060317 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: 1934 Act SEC FILE NUMBER: 001-06880 FILM NUMBER: 06695262 BUSINESS ADDRESS: STREET 1: U.S.BANCORP STREET 2: 800 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: (651)466-3000 MAIL ADDRESS: STREET 1: U.S.BANCORP STREET 2: 800 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55402 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USB Capital XI CENTRAL INDEX KEY: 0001325546 IRS NUMBER: 206524073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-32840 FILM NUMBER: 06695263 BUSINESS ADDRESS: STREET 1: 800 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 BUSINESS PHONE: 651-466-3000 MAIL ADDRESS: STREET 1: 800 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 8-A12B 1 c03556e8va12b.htm FORM 8-A12B e8va12b
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UNITED STATES 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 IX
     
(Exact name of registrant as specified in its 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   20-6524064
     
(I.R.S. Employer Identification No.)   (I.R.S. Employer Identification No.)
     
    c/o U.S. Bancorp
800 Nicollet Mall   800 Nicollet Mall
Minneapolis, Minnesota   Minneapolis, Minnesota
     
(Address of Principal Executive Offices)   (Address of Principal Executive Offices)
     
55402   55402
     
(Zip Code)   (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
     
    Name of each exchange on which
Title of each class to be so registered   each class is to be registered
     
6.189% Fixed-to-Floating Rate Normal Income Trust   New York Stock Exchange
Securities of USB Capital IX    
(and the Guarantee of U.S. Bancorp with respect thereto)    
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. þ
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. o
Securities Act registration statement file number to which this Form relates: 333-132297 and 333-132297-01
Securities to be registered pursuant to Section 12(g) of the Act: None.
 
 

 


TABLE OF CONTENTS

Item 1. Description of Securities to Be Registered
Item 2. Exhibits
SIGNATURE
INDEX TO EXHIBITS


Table of Contents

INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Securities to Be Registered.
     The descriptions set forth under the “Description of the ITS,” Description of the Stock Purchase Contracts,” “Description of the Junior Subordinated Notes,” Description of the Guarantee,” “Relationship among ITS, Junior Subordinated Notes, Stock Purchase Contracts and Guarantee” and “Description of the Preferred Stock” in the final prospectus supplement dated March 14, 2006, filed with the Commission on March 16, 2006, in connection with the automatic shelf registration statement on Form S-3 (Nos. 333-132297 and 333-132297-01) of U.S. Bancorp and USB Capital IX, filed on March 9, 2006, are incorporated herein by reference.
Item 2. Exhibits.
     
4.1
  Junior Subordinated Indenture dated as of April 28, 2005 between U.S. Bancorp and Delaware Trust Company, National Association, as original Debenture Trustee (incorporated by reference to Exhibit 4.2.3 to the Registration Statement on Form S-3, File No. 333-124535).
 
   
4.2
  First Supplemental Indenture to Junior Subordinated Indenture dated as of August 3, 2005 between U.S. Bancorp and Delaware Trust Company, National Association, as original Debenture Trustee (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form 8-A, File No. 01-06880).
 
   
4.3
  Second Supplemental Indenture to Junior Subordinated Indenture dated as of December 29, 2005 between U.S. Bancorp and Delaware Trust Company, National Association, as original Debenture Trustee, and Wilmington Trust Company, as successor Debenture Trustee (incorporated by reference to Exhibit 4.1 of the Report on Form 8-K of U.S. Bancorp dated December 29, 2005).
 
   
4.4
  Third Supplemental Indenture to Junior Subordinated Indenture dated as of March 17, 2006 between U.S. Bancorp and Wilmington Trust Company, as successor DebentureTrustee (incorporated by reference to Exhibit 4.2 of the current Report on Form 8-K of U.S. Bancorp dated March 17, 2006).
 
   
4.5
  Restated Certificate of Trust of USB Capital IX (incorporated by reference to Exhibit 4.14 to the Registration Statement on Form S-3, File No. 333-132297).
 
   
4.6
  Form of Amended and Restated Trust Agreement (incorporated by reference to Exhibit 4.16 to the Registration Statement on Form S-3, File No. 333-132297).
 
   
4.7
  Form of Normal ITS Certificate (included as part of Exhibit 4.6).
 
   
4.8
  Stock Purchase Contract Agreement between U.S. Bancorp and USB Capital IX, acting through Wilmington Trust Company, as Property Trustee (incorporated by reference to Exhibit 4.3 of the current Report on Form 8-K of U.S. Bancorp dated March 17, 2006).
 
   
4.9
  Form of Guarantee Agreement (incorporated by reference to Exhibit 4.18 to the Registration Statement on Form S-3, File No. 333-132297).
 
   
4.10
  Certificate of Designations of U.S. Bancorp with respect to Series A Non-Cumulative Perpetual Preferred Stock dated March 16, 2006 (incorporated by reference to Exhibit 4.1 of the Report on Form 8-K of U.S. Bancorp dated March 17, 2006).

 


Table of Contents

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 IX    
 
           
    By: U.S. Bancorp, as Depositor    
 
           
Date: March 17, 2006
  By:        /s/ Laura F. Bednarski    
 
     
 
   
 
      Name: Laura F. Bednarski    
 
      Title:   Vice President    
 
           
    U.S. BANCORP    
 
           
Date: March 17, 2006
  By:        /s/ Laura F. Bednarski    
 
           
 
      Name: Laura F. Bednarski    
 
      Title:   Vice President    

 


Table of Contents

INDEX TO EXHIBITS
     
4.1
  Junior Subordinated Indenture dated as of April 28, 2005 between U.S. Bancorp and Delaware Trust Company, National Association, as original Debenture Trustee (incorporated by reference to Exhibit 4.2.3 to the Registration Statement on Form S-3, File No. 333-124535).
 
   
4.2
  First Supplemental Indenture to Junior Subordinated Indenture dated as of August 3, 2005 between U.S. Bancorp and Delaware Trust Company, National Association, as original Debenture Trustee (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form 8-A, File No. 01-06880).
 
   
4.3
  Second Supplemental Indenture to Junior Subordinated Indenture dated as of December 29, 2005 between U.S. Bancorp and Delaware Trust Company, National Association, as original Debenture Trustee, and Wilmington Trust Company, as successor Debenture Trustee (incorporated by reference to Exhibit 4.1 of the Report on Form 8-K of U.S. Bancorp dated December 29, 2005).
 
   
4.4
  Third Supplemental Indenture to Junior Subordinated Indenture dated as of March 17, 2006 between U.S. Bancorp and Wilmington Trust Company, as successor DebentureTrustee (incorporated by reference to Exhibit 4.2 of the current Report on Form 8-K of U.S. Bancorp dated March 17, 2006).
 
   
4.5
  Restated Certificate of Trust of USB Capital IX (incorporated by reference to Exhibit 4.14 to the Registration Statement on Form S-3, File No. 333-132297).
 
   
4.6
  Form of Amended and Restated Trust Agreement (incorporated by reference to Exhibit 4.16 to the Registration Statement on Form S-3, File No. 333-132297).
 
   
4.7
  Form of Normal ITS Certificate (included as part of Exhibit 4.6).
 
   
4.8
  Stock Purchase Contract Agreement between U.S. Bancorp and USB Capital IX, acting through Wilmington Trust Company, as Property Trustee (incorporated by reference to Exhibit 4.3 of the current Report on Form 8-K of U.S. Bancorp dated March 17, 2006).
 
   
4.9
  Form of Guarantee Agreement (incorporated by reference to Exhibit 4.18 to the Registration Statement on Form S-3, File No. 333-132297).
 
   
4.10
  Certificate of Designations of U.S. Bancorp with respect to Series A Non-Cumulative Perpetual Preferred Stock dated March 16, 2006 (incorporated by reference to Exhibit 4.1 of the Report on Form 8-K of U.S. Bancorp dated March 17, 2006).

 

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