-----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, L4O5OSt9EQKvkBLARvgbumn1WJg15nwv7z6SXqo7K2ME/Y+eZJuhBU2JY15kEUfo Kgf8pmE1aROyihdctcrldA== 0001047469-98-011027.txt : 19980330 0001047469-98-011027.hdr.sgml : 19980330 ACCESSION NUMBER: 0001047469-98-011027 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980324 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: US BANCORP \DE\ CENTRAL INDEX KEY: 0000036104 STANDARD INDUSTRIAL CLASSIFICATION: 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: 98571397 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USB CAPITAL II CENTRAL INDEX KEY: 0001053711 STANDARD INDUSTRIAL CLASSIFICATION: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-22363-03 FILM NUMBER: 98571398 BUSINESS ADDRESS: STREET 1: 601 SECOND AVE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6129731111 MAIL ADDRESS: STREET 1: 601 SECOND AVE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55402 8-A12G 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 II (Exact name of registrant (Exact name of registrant as specified in charter) as specified in its Certificate of Trust) Delaware Delaware (State of incorporation (State of incorporation or organization) or organization) 41-0255900 41-1899113 (I.R.S. Employer (I.R.S. Employer Identification No.) Identification No.) 601 Second Avenue South c/o U.S. Bancorp Minneapolis, Minnesota 601 Second Avenue South Minneapolis, Minnesota (Address of Principal (Address of Principal Executive Offices) 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. / / Securities to be registered pursuant to Section 12(b) of that Act: None Securities to be registered pursuant to Section 12(g) of the Act: ______% Trust Originated Preferred Securities of USB Capital II (and the Guarantee of U.S. Bancorp with respect thereto). INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrants' Securities to be Registered. The descriptions set forth under the captions "Description of Capital Securities," "Description of Junior Subordinated Debentures," "Description of Guarantees" and "Relationship among the Capital Securities, the Corresponding Junior Subordinated Debentures and the Guarantees" in the Prospectus dated February 17, 1998, as amended, in connection with the Registration Statements on Form S-3 (No. 333-45211) of U.S. Bancorp and USB Capital II, are incorporated herein by reference. Item 2. Exhibits 4.1 Junior Subordinated Indenture, between U.S. Bancorp (formerly, First Bank System, Inc.) 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 UBS Capital II (incorporated by reference to Exhibit 4.4 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 (incorporated by reference to Exhibit 4.15 to the Registrants' Registration Statement on Form S-3, File No. 333-45211). 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). -2- SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized. Dated: March 23, 1998 USB CAPITAL II By: U.S. Bancorp, as Depositor By: /s/ Lee R. Mitau ------------------------------------ Lee R. Mitau Executive Vice President, General Counsel and Secretary U.S. BANCORP By: /s/ Lee R. Mitau ------------------------------------ Lee R. Mitau Executive Vice President, General Counsel and Secretary -3- INDEX TO EXHIBITS Exhibit Number Exhibit - - -------- -------- 4.1 Junior Subordinated Indenture, between U.S. Bancorp (formerly, First Bank System, Inc.) 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 UBS Capital II (incorporated by reference to Exhibit 4.4 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 (incorporated by reference to Exhibit 4.15 to the Registrants' Registration Statement on Form S-3, File No. 333-45211). 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). -4- -----END PRIVACY-ENHANCED MESSAGE-----