-----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, QFOqy3RAhdpXDL+0sEMe/iER3oWp1QFz+YMsu+WMgjMEjlfbYvcFmwHWr2v9M/4v CYv58RbfZFN/qZJO9Xnp5w== 0000950152-01-504137.txt : 20010828 0000950152-01-504137.hdr.sgml : 20010828 ACCESSION NUMBER: 0000950152-01-504137 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010827 EFFECTIVENESS DATE: 20010827 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-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-68450 FILM NUMBER: 1724336 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 S-8 1 l90080as-8.txt U.S. BANCORP S-8 1 Registration No. __________ As filed with the Securities and Exchange Commission on August 27, 2001 - -------------------------------------------------------------------------------- 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 ------------------------------------- (State of Incorporation) 41 0255900 ------------------------------------- (I.R.S. Employer Identification No.) 601 Second Avenue South, Minneapolis, Minnesota 55402 ----------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 2001 EMPLOYEE STOCK INCENTIVE PLAN (Full Title of the Plan) Jennie P. Carlson, Esq. Executive Vice President Deputy General Counsel and Secretary U.S. Bancorp U.S. Bank Place 601 Second Avenue South Minneapolis, Minnesota 55402 (Name and address of agent for service) Telephone number, including area code, of agent for service: (612) 973-2845 -------------------------------------------- CALCULATION OF REGISTRATION FEE
======================= ===================== ======================== ======================= ===================== Proposed maximum Proposed maximum Title of securities Amount to be offering price aggregate offering Amount of to be registered registered (1) per share (2) price (2) registration fee - ----------------------- --------------------- ------------------------ ----------------------- --------------------- Common Stock, 11,600,000 shares $24.86 $288,376,000 $72,094 par value $.01 ======================= ===================== ======================== ======================= =====================
(1) This registration statement also covers such indeterminable number of additional shares of Common Stock of U.S. Bancorp as may become issuable with respect to all or any of the registered shares pursuant to antidilution provisions in the plan. (2) Inserted solely for purposes of computing the registration fee and based, pursuant to Rule 457(h) under the Securities Act of 1933, on the average of the high and low prices of the Common Stock on August 20, 2001, on the New York Stock Exchange. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents of the Company are incorporated by reference into and made a part of this registration statement. In addition, all documents subsequently filed by the Company pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. (a) The Company's Annual Report on Form 10-K for the year ended December 31, 2000; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 and for the quarter ended June 30, 2001; (c) The Company's Current Reports on Form 8-K dated January 22, 2001, February 28, 2001, March 6, 2001, March 12, 2001, March 16, 2001, April 17, 2001 (two Current Reports), April 23, 2001, May 3, 2001, July 17, 2001, July 25,2001, July 31, 2001 and August 6, 2001; and (d) The description of the Company's common stock contained in its Registration Statement on Form 8-A dated March 19, 1984, as amended in its entirety by the Form 8 Amendment dated February 26, 1993 and the Form 8-A/A-2 dated October 6, 1994, filed pursuant to Section 12 of the Securities Exchange Act of 1934. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The legality of the shares of Common Stock registered hereby has been passed upon by Taft, Stettinius & Hollister LLP, Cincinnati, Ohio. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the General Corporation Law of the State of Delaware authorizes the indemnification of directors and officers against liability incurred by reason of being a director or officer and against expenses (including attorneys' fees) in connection with defending any action seeking to establish such liability (i) in the case of third-party claims, if the officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of 3 the corporation (and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful), and (ii) in the case of actions by or in the right of the corporation, if the officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and if such officer or director shall not have been adjudged liable to the corporation, unless a court otherwise determines. Article Ninth of the Company's Restated Certificate of Incorporation provides that no director shall be personally liable to the Company for monetary damages for breach of fiduciary duty by such director as a director, except for liability (i) for breach of the director's duty of loyalty to the Company or its stock holders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. Article VI of the Company's Restated Bylaws provide broad indemnification of directors and officers. The Company also maintains insurance coverage relating to certain liabilities of directors and officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS Exhibit Number - ------ 4.1(1) Restated Certificate of Incorporation of U.S. Bancorp. Filed as Exhibit 3.1 to report on Form 10-K for the year ended December 31, 2000. 4.2(1) Restated Bylaws of U.S. Bancorp. Filed as Exhibit 3.2 to report on Form 10-K for the year ended December 31, 2000. 5 Opinion of Counsel 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Counsel (included in Exhibit 5) 24 Power of Attorney - ---------------------------- (1) Exhibit has heretofore been filed with the Securities and Exchange Commission and is incorporated herein as an exhibit by reference. ITEM 9. UNDERTAKINGS (a)* 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; 4 (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; (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. 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 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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)* The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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. (h)* Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such issue. * Subparagraph references correspond to the applicable subparagraphs of Item 512 of Regulation S-K. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 as of the 24th day of August, 2001. U.S. BANCORP By: /s/ Jerry A. Grundhofer -------------------------------------- Jerry A. Grundhofer President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of the 24th day of August, 2001. Signature Title --------- ----- /s/ Jerry A. Grundhofer President and Chief Executive Officer - ------------------------------------- and Director Jerry A. Grundhofer (principal executive officer) /s/ David M. Moffett Chief Financial Officer - ------------------------------------- (principal financial officer) David M. Moffett /s/ Terrance R. Dolan Senior Vice President and Controller - ------------------------------------- (principal accounting officer) Terrance R. Dolan * /s/ Linda L. Ahlers Director - ------------------------------------- Linda L. Ahlers * /s/ Victoria B. Buyniski Gluckman Director - ------------------------------------- Victoria B. Buyniski Gluckman Director - ------------------------------------- Arthur D. Collins, Jr. 6 Signature Title --------- ----- * /s/ Peter H. Coors Director - ---------------------------------------- Peter H. Coors * /s/ John C. Dannemiller Director - ---------------------------------------- John C. Dannemiller * /s/ Joshua Green III Director - ---------------------------------------- Joshua Green III * /s/ John F. Grundhofer Director - ---------------------------------------- John F. Grundhofer * /s/ J. P. Hayden, Jr. Director - ---------------------------------------- J. P. Hayden, Jr. * /s/ Roger L. Howe Director - ---------------------------------------- Roger L. Howe Director - ---------------------------------------- Thomas H. Jacobsen * /s/ Delbert W. Johnson Director - ---------------------------------------- Delbert W. Johnson * /s/ Joel W. Johnson Director - ---------------------------------------- Joel W. Johnson * /s/ Jerry W. Levin Director - ---------------------------------------- Jerry W. Levin * /s/ Sheldon B. Lubar Director - ---------------------------------------- Sheldon B. Lubar Director - ---------------------------------------- Frank Lyon, Jr. 7 Signature Title --------- ----- * /s/ Daniel F. McKeithan, Jr. Director - --------------------------------------------------- Daniel F. McKeithan, Jr. * /s/ David B. O'Maley Director - --------------------------------------------------- David B. O'Maley * /s/ O'dell M. Owens, M.D., M.P.H. Director - --------------------------------------------------- O'dell M. Owens, M.D., M.P.H. * /s/ Thomas E. Petry Director - --------------------------------------------------- Thomas E. Petry * /s/ Richard G. Reiten Director - --------------------------------------------------- Richard G. Reiten * /s/ S. Walter Richey Director - --------------------------------------------------- S. Walter Richey Director - --------------------------------------------------- Warren R. Staley * /s/ Patrick T. Stokes Director - --------------------------------------------------- Patrick T. Stokes * /s/ John J. Stollenwerk Director - --------------------------------------------------- John J. Stollenwerk * Pursuant to Power of Attorney /s/ David M. Moffett - --------------------------------------------------- David M. Moffett Attorney-in-Fact EX-5 3 l90080aex5.txt EXHIBIT 5 1 Exhibit 5 Taft, Stettinius & Hollister LLP 1800 Firstar Tower 425 Walnut Street Cincinnati, Ohio 45202-3957 August 24, 2001 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: U.S. Bancorp 2001 EMPLOYEE STOCK INCENTIVE PLAN Dear Sir or Madam: We have acted as counsel for U.S. Bancorp, a Delaware corporation (the "Corporation"), in connection with its 2001 Employee Stock Incentive Plan (the "Plan"). We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion and, based thereupon, we are of the opinion that the shares of common stock, $.01 par value, of the Corporation which may be issued and sold pursuant to the Plan will be, when issued in accordance with the terms of the Plan, duly authorized, validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement on Form S-8 to be filed by the Corporation with the Securities and Exchange Commission to effect registration under the Securities Act of 1933 of 11,600,000 shares to be issued and sold pursuant to the Plan. TAFT, STETTINIUS & HOLLISTER LLP EX-23.1 4 l90080aex23-1.txt EXHIBIT 23.1 1 Exhibit 23.1 CONSENT OF PRICEWATERHOUSECOOPERS LLP We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of U.S. Bancorp of our report dated April 13, 2001 relating to the consolidated financial statements of U.S. Bancorp and its subsidiaries, which appears in the Current Report on Form 8-K of U.S. Bancorp filed on April 17, 2001. PRICEWATERHOUSE COOPERS LLP Minneapolis, Minnesota August 24, 2001 EX-24 5 l90080aex24.txt EXHIBIT 24 1 Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jerry A. Grundhofer, David M. Moffett 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 and 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 including post-effective amendments, and to file the same, with all exhibits and other documents with Securities and Exchange Commission, granting to 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, 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 of this Power of Attorney.
Signature Title Date --------- ----- ---- /s/ John F. Grundhofer President, Chief Executive July 17, 2001 - --------------------------------------------------- Officer and Director (principal John F. Grundhofer executive officer) /s/ David M. Moffett Chief Financial Officer July 17, 2001 - --------------------------------------------------- (principal financial officer) David M. Moffett /s/ Terrance R. Dolan Senior Vice President and July 17, 2001 - --------------------------------------------------- Controller (principal Terrance R. Dolan accounting officer) /s/ Linda L. Ahlers Director July 17, 2001 - --------------------------------------------------- Linda L. Ahlers /s/ Victoria B. Buyniski Gluckman Director July 17, 2001 - --------------------------------------------------- Victoria B. Buyniski Gluckman Director July 17, 2001 - --------------------------------------------------- Arthur D. Collins, Jr. /s/ Peter H. Coors Director July 17, 2001 - --------------------------------------------------- Peter H. Coors
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Signature Title Date --------- ----- ---- /s/ John C. Dannemiller Director July 17, 2001 - --------------------------------------------------- John C. Dannemiller /s/ Joshua Green III Director July 17, 2001 - --------------------------------------------------- Joshua Green III /s/ John F. Grundhofer Director July 17, 2001 - --------------------------------------------------- John F. Grundhofer /s/ J. P. Hayden, Jr. Director July 17, 2001 - --------------------------------------------------- J. P. Hayden, Jr. /s/ Roger L. Howe Director July 17, 2001 - --------------------------------------------------- Roger L. Howe Director July 17, 2001 - --------------------------------------------------- Thomas H. Jacobsen /s/ Delbert W. Johnson Director July 17, 2001 - --------------------------------------------------- Delbert W. Johnson /s/ Joel W. Johnson Director July 17, 2001 - --------------------------------------------------- Joel W. Johnson /s/ Jerry W. Levin Director July 17, 2001 - --------------------------------------------------- Jerry W. Levin /s/ Sheldon B. Lubar Director July 17, 2001 - --------------------------------------------------- Sheldon B. Lubar Director July 17, 2001 - --------------------------------------------------- Frank Lyon, Jr. /s/ Daniel F. McKeithan, Jr. Director July 17, 2001 - --------------------------------------------------- Daniel F. McKeithan, Jr.
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Signature Title Date --------- ----- ---- /s/ David B. O'Maley Director July 17, 2001 - --------------------------------------------------- David B. O'Maley /s/ O'dell M. Owens, M.D., M.P.H. Director July 17, 2001 - --------------------------------------------------- O'dell M. Owens, M.D., M.P.H. /s/ Thomas E. Petry Director July 17, 2001 - --------------------------------------------------- Thomas E. Petry /s/ Richard G. Reiten Director July 17, 2001 - --------------------------------------------------- Richard G. Reiten /s/ Walter Richey Director July 17, 2001 - --------------------------------------------------- S. Walter Richey Director July 17, 2001 - --------------------------------------------------- Warren R. Staley /s/ Patrick T. Stokes Director July 17, 2001 - --------------------------------------------------- Patrick T. Stokes /s/ John J. Stollenwerk Director July 17, 2001 - --------------------------------------------------- John J. Stollenwerk
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