0000950137-01-504161.txt : 20011101 0000950137-01-504161.hdr.sgml : 20011101 ACCESSION NUMBER: 0000950137-01-504161 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011030 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: 1770395 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 STOCK CORP DATE OF NAME CHANGE: 19720317 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK SYSTEM INC DATE OF NAME CHANGE: 19920703 8-A12B 1 c65697e8-a12b.txt REGISTRATION OF CERTAIN CLASSES OF SECURITIES ================================================================================ 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 IV -------------------------------------------------- --------------------------------------------- (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 41-1899116 ------------------------------------ ------------------------------------ (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: 333-65358 Securities to be registered pursuant to Section 12(b) of the Act: 7.35% Trust Preferred Securities of USB Capital IV (and the Guarantee of U.S. Bancorp with respect thereto). Securities to be registered pursuant to Section 12(g) of the Act: None. ================================================================================ 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 Statement on Form S-3 (No. 333-65358) of U.S. Bancorp, USB Capital IV, USB Capital V, USB Capital VI and USB Capital VII filed on July 18, 2001, 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 IV (incorporated by reference to Exhibit 4.6 to the Registrants' Registration Statement on Form S-3, File No. 333-45211). 4.3 Certificate of Amendment to Certificate of Trust of USB IV. 4.4 Form of Amended and Restated Trust Agreement (incorporated by reference to Exhibit 4.14 to the Registrants' Registration Statement on Form S-3, File No. 333-65358). 4.5 Form of Capital Security Certificate (included as part of Exhibit 4.4). 4.6 Form of Guarantee Agreement (incorporated by reference to Exhibit 4.19 to the Registrants' Registration Statement on Form S-3, File No. 333-65358). 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 IV By: U.S. Bancorp, as Depositor Date: October 30, 2001 By: /s/ Laura F. Bednarski ------------------------------------ Name: Laura F. Bednarski Title: Vice President, Senior Corporate Counsel and Assistant Secretary U.S. Bancorp Date: October 30, 2001 By: /s/ Laura F. Bednarski ------------------------------------ Name: Laura F. Bednarski Title: Vice President, Senior Corporate Counsel and Assistant Secretary -2- 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 IV (incorporated by reference to Exhibit 4.6 to the Registrants' Registration Statement on Form S-3, File No. 333-45211). 4.3 Certificate of Amendment to Certificate of Trust of USB IV. 4.4 Form of Amended and Restated Trust Agreement (incorporated by reference to Exhibit 4.14 to the Registrants' Registration Statement on Form S-3, File No. 333-65358). 4.5 Form of Capital Security Certificate (included as part of Exhibit 4.4). 4.6 Form of Guarantee Agreement (incorporated by reference to Exhibit 4.19 to the Registrants' Registration Statement on Form S-3, File No. 333-65358).
-3- EX-4.3 3 c65697ex4-3.txt CERTIFICATE OF AMENDMENT TO CERTIFICATE OF TRUST EXHIBIT 4.3 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF TRUST OF USB CAPITAL IV THIS Certificate of Amendment of USB Capital IV (the "Trust"), is being duly executed and filed by the undersigned trustee to amend a business trust formed under the Delaware Business Trust Act (12 Del. C. ss. 3801 et seq.). 1. Name. The name of the business trust amended hereby is USB Capital IV. 2. Amendment of Trust. The Certificate of Trust of the Trust is hereby amended by changing the name and address of the Trustee in the State of Delaware to: First Union Trust Company, National Association One Rodney Square 920 King Street, Suite 102 Wilmington, Delaware 19801 3. Effective Date. This Certificate of Amendment shall be effective upon filing. IN WITNESS WHEREOF, the undersigned trustee of the Trust has executed this Certificate of Amendment in accordance with Section 3811(a)(2) of the Act. /s/ Lee R. Mitau ----------------------------------------- Name: Lee R. Mitau not in his individual capacity but solely as Administrative Trustee