-----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, BH/80XTBkAtygWjFfPo0XWfeq+tYFqD2+3zbjDJTA5eelem86dIQUGprJ5NhyhWY tNNIo5mQa1tRvI9qeVt7Rw== 0001047469-98-021662.txt : 19980527 0001047469-98-021662.hdr.sgml : 19980527 ACCESSION NUMBER: 0001047469-98-021662 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980526 SROS: NYSE 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: 424B3 SEC ACT: SEC FILE NUMBER: 333-32701 FILM NUMBER: 98631009 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 424B3 1 424(B)(3) PROSPECTUS [LOGO] AUTOMATIC DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN The Automatic Dividend Reinvestment and Common Stock Purchase Plan (the "Plan") of U.S. Bancorp ("USB") provides certain holders of record of shares of common stock, $1.25 par value, of USB ("USB Common Stock") with a simple and convenient method of investing cash dividends and optional cash payments in additional shares of USB Common Stock without payment of any brokerage commission or service charge. The price of shares of USB Common Stock purchased with automatically reinvested dividends or with optional cash payments will be 100% of the average price (as described in Paragraph 11 below). In addition, brokers and nominees may reinvest dividends on behalf of beneficial owners by means of the Broker and Nominee Authorization Form described below. Those holders of USB Common Stock who do not participate in the Plan will receive cash dividends, as declared, in the usual manner. A Participant in the Plan may: -- reinvest all or part of the dividends in additional shares of USB Common Stock; -- receive all dividends in cash; or -- make optional cash payments of not less than $25 per month up to a total of $60,000 per calendar year, whether or not any dividends are being reinvested. This Prospectus relates to 9,000,000 shares of USB Common Stock registered for sale under the Plan. Participants should retain this Prospectus for future reference. ------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE NOR HAS THE COMMISSION OR ANY STATE PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------- The date of this Prospectus is May 18, 1998. The principal executive office of USB is located at U.S. Bank Place, 601 Second Avenue South, Minneapolis, Minnesota 55402 and its telephone number is (612) 973-1111. The mailing address of USB is P.O. Box 522, Minneapolis, Minnesota 55480. AVAILABLE INFORMATION USB is subject to the informational requirements of the Securities Exchange Act of 1934 and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed by USB can be inspected and copied at the public reference facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and the Commission's Regional Offices at Seven World Trade Center, New York, New York 10007; and 500 West Madison, 14th Floor, Chicago, Illinois 60661. Copies of such materials can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, USB Common Stock is listed on the New York Stock Exchange and reports, proxy statements and other information concerning USB can also be inspected at the offices of such Exchange, 20 Broad Street, New York, New York 10005. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents of USB filed with the Commission are hereby incorporated by reference in this Prospectus: (a) The annual report on Form 10-K for the fiscal year ended December 31, 1997. (b) The quarterly report or Form 10-Q for the quarter ended March 31, 1998. (c) The current reports on Form 8-K filed January 16, 1998, April 2, 1998 and April 3, 1998. (d) The description of USB Common Stock contained in Item 1 of USB's registration statement on Form 8-A dated March 19, 1984, as amended in its entirety by that Form 8 Amendment dated February 26, 1993, and that Form 8-A/A-2 dated October 6, 1994, and any amendment or reports filed for the purpose of updating such description filed subsequent to the date of this Prospectus and prior to the termination of the offering of USB Common Stock described herein. All documents filed by USB pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Prospectus and prior to the termination of the offering of the USB Common Stock shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the respective dates of filing of such documents. Any statement contained herein or in a document all or part of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. USB will provide, without charge to any person to whom this Prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the foregoing documents incorporated 2 herein by reference (other than certain exhibits to such documents). Requests for such copies should be directed to Investor Relations Department, U.S. Bancorp, P.O. Box 522, Minneapolis, Minnesota 55480, telephone number (612) 973-2263. THE PLAN - -------------------------------------------------------------------------------- The Plan was adopted by the Board of Directors of USB on September 20, 1972, and has been amended in certain respects since such date. The text of the Plan, as amended, is as follows: PURPOSE - -------------------------------------------------------------------------------- 1. WHAT IS THE PURPOSE OF THE PLAN? The Plan provides eligible holders of record of USB Common Stock with a simple and convenient way to invest cash dividends and optional cash payments in additional shares of USB Common Stock, without payment of any brokerage commission or service charge, except for the transaction fee for Automatic Monthly Deductions. To the extent such shares are purchased from USB, USB will receive additional funds for general corporate purposes, including investments in, or extensions of credit to, its banking or nonbanking subsidiaries. The Plan offers eligible stockholders an opportunity to invest conveniently for long-term growth. The Plan is not intended to provide holders of USB Common Stock with a mechanism for generating assured short-term profits through rapid turnover of shares. USB accordingly reserves the right to modify, suspend or terminate participation by certain eligible holders in the Plan in order to eliminate such practices. ADVANTAGES - -------------------------------------------------------------------------------- 2. WHAT ARE THE ADVANTAGES OF THE PLAN? An eligible stockholder of record who wishes to participate in the Plan (a "Participant") may (a) reinvest all or part of the dividends in additional shares of USB Common Stock or (b) receive all dividends in cash or (c) whether or not he or she has elected to have any dividends reinvested, invest in additional shares of USB Common Stock by making optional cash purchases of not less than $25 per month up to a maximum of $60,000 per calendar year. No commission or service charge is paid by a Participant in connection with purchases under the Plan. Full investment of funds is possible under the Plan because fractions of shares, as well as whole shares, will be credited to a Participant's account. A Participant can avoid the need for safekeeping of certificates for shares credited to his or her account under the Plan through the free custodial service described in paragraph 21 below. Regular statements of account will provide simplified recordkeeping. ADMINISTRATION - -------------------------------------------------------------------------------- 3. WHO ADMINISTERS THE PLAN? First Chicago Trust Company of New York ("FCT"), as Plan Administrator, administers the Plan, keeps records, sends statements of account to Participants and performs other duties relating to the Plan. Shares of USB Common Stock purchased or deposited under the Plan ("Plan Shares") will be registered in the name of FCT (or its nominee), as agent for each Participant in the Plan, and will be credited to the accounts of the respective Participants. 3 PARTICIPATION - -------------------------------------------------------------------------------- 4. WHO IS ELIGIBLE TO PARTICIPATE? All stockholders of record of USB Common Stock are eligible to participate in the Plan. USB reserves the right to decline to make the Plan available to any stockholder whose address of record is outside the United States. If USB Common Stock is currently registered in a stockholder's own name, the stockholder may participate directly in the Plan. A beneficial owner whose shares are registered in a name other than his or her own (for example, in the name of a broker or bank nominee) must either become a stockholder of record by having such shares transferred into his or her own name or make arrangements with his or her broker or bank to participate on his or her behalf. USB has made arrangements with FCT to facilitate reinvestment of dividends under the Plan by record holders such as brokers and bank nominees, on a per-dividend basis, on behalf of beneficial owners. 5. HOW DOES AN ELIGIBLE STOCKHOLDER PARTICIPATE? Any eligible holder of USB Common Stock may join the Plan by completing and signing the Enrollment Authorization Form accompanying this Prospectus and returning it to FCT. A postage-paid envelope is provided for this purpose. Additional Enrollment Authorization Forms may be obtained at any time by written request to FCT at the address given in paragraph 34 below. A broker or nominee may participate in the Plan on behalf of beneficial owners by signing and returning either the Enrollment Authorization Form or the Broker and Nominee Authorization Form (the "B & N Form"). A stockholder who owns USB Common Stock that is held by a bank, broker or trustee in street or nominee name ("broker") may participate with some or all of their shares of USB Common Stock by instructing their broker to have some or all of the shares transferred into the stockholder's name in Direct Registration book-entry form. Simply instruct your bank, broker or trustee to reregister your shares through the Direct Registration System and specify book-entry registration. 6. WHEN MAY AN ELIGIBLE STOCKHOLDER JOIN THE PLAN? An eligible holder of USB Common Stock may join the Plan at any time. If an Enrollment Authorization Form requesting reinvestment of dividends is received by FCT on or before the record date established for a particular dividend, reinvestment will commence with that dividend. The record date is usually set within a week of the first day of the last month of the quarter, but will vary from quarter to quarter. Dividend payment dates usually occur in the months of March, June, September and December. The payment dates are usually set for the middle of the month, but the actual payment date will vary from quarter to quarter. If an Enrollment Authorization Form is received from a stockholder after the record date established for a particular dividend, the reinvestment of dividends will begin on the dividend payment date following the next record date if such stockholder is still a holder of record. (See paragraphs 13 through 17 for information concerning optional cash payments.) 7. WHAT DO THE ENROLLMENT AUTHORIZATION FORM AND THE B & N FORM PROVIDE? The Enrollment Authorization Form provides for the following options: - full reinvestment of dividends in USB Common Stock. 4 - partial reinvestment of dividends (whereby the number of shares to receive cash dividends is indicated, and the dividends on all remaining shares are reinvested in USB Common Stock). - optional cash payments only (no reinvested dividends). Under each of these options, the Participant may make optional cash payments at any time. The B & N Form (for brokers and nominees) provides a means whereby a broker or nominee may inform FCT each time USB declares a cash dividend of the names of participating beneficial owners and specify as to each beneficial owner the number of shares of USB Common Stock with respect to which the dividend is to be reinvested. The B & N Form, therefore, unlike the Enrollment Authorization Form, contemplates new instructions to FCT each time a dividend is declared. FCT, on the dividend payment date, will reinvest the dividend payable with respect to the number of shares specified in the instructions provided by the broker or nominee for each identified beneficial owner in as many whole shares of USB Common Stock as can be purchased in accordance with the Plan. As soon as practicable following the dividend payment date, FCT will transmit to the broker or nominee information with respect to each beneficial owner for whom the broker or nominee has requested dividend reinvestment showing as to each such beneficial owner: (a) the number of shares specified for reinvestment of the dividend, (b) the total dividend paid with respect to such shares, (c) the number of whole shares purchased, (d) the total cost of the shares purchased, (e) the amount of the total dividend not reinvested, (f) the aggregate fair market value of the shares purchased and (g) the total dividend reportable for federal income tax purposes. Accompanying such information will be a share certificate, registered in the name of the broker or nominee, for the total number of shares purchased for each of such beneficial owners, and a check for the aggregate amount of the dividend not reinvested for such beneficial owners. The B & N Form and appropriate instructions must be received by FCT not later than the THIRD business day following the record date for such dividend or no dividends will be reinvested based on such B & N Form. 8. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN? A Participant may change options by requesting a new Enrollment Authorization Form and returning it to FCT at the address given in paragraph 34. PURCHASES - -------------------------------------------------------------------------------- 9. WHAT IS THE SOURCE OF USB COMMON STOCK PURCHASED UNDER THE PLAN? Plan Shares will be purchased, at USB's discretion, either directly from USB or on the open market, or by combination of the foregoing. Shares purchased from USB will be either authorized but unissued shares or shares held in the treasury of USB. 10. WHEN WILL SHARES BE PURCHASED UNDER THE PLAN? Purchases made directly from USB will be made on the relevant Investment Date (as defined in the next paragraph). Purchases on the open market will begin on the Investment Date and will be completed no later than 30 days from such date except where completion at a later date is necessary or advisable under any applicable federal securities laws. Such purchases may be made on any securities exchange where such shares are traded, in the over-the-counter market or by negotiated transactions and may be subject to such terms with respect to price, delivery and other terms as FCT may agree to. Neither USB 5 nor any Participant shall have any authority or power to direct the time or price at which shares may be purchased, or the selection of the broker or dealer through or from whom purchases are to be made. Participants become owners of shares purchased under the Plan as of the date of purchase. The Investment Date in any month in which a dividend is paid is the dividend payment date and in any other month will be the 12th day of such month. If, however, the Investment Date falls on a date when the New York Stock Exchange is closed, the first succeeding day on which the New York Stock Exchange is open will be the Investment Date. 11. WHAT WILL BE THE PRICE TO THE PARTICIPANT OF SHARES PURCHASED UNDER THE PLAN? The price to the Participant of shares purchased under the Plan with reinvested dividends or with optional cash payments will be 100% of the average price. In the case of purchases from USB of authorized but unissued or treasury shares of USB Common Stock, the average price is determined by averaging the high and low sales prices of USB Common Stock as reported on the New York Stock Exchange-Composite Transactions on the relevant Investment Date. If no trading in USB Common Stock occurs on the New York Stock Exchange on the relevant Investment Date, the purchase price per share will be determined by averaging the high and low sales prices per share on the trading day immediately preceding the Investment Date and the trading day immediately following the Investment Date. In the case of purchases of USB Common Stock on the open market, the average price will be the weighted average purchase price of shares purchased for the relevant Investment Date. 12. HOW WILL THE NUMBER OF SHARES PURCHASED FOR A PARTICIPANT BE DETERMINED? A Participant's account in the Plan will be credited with that number of shares, including fractions computed to three decimal places, equal to the total dollar amount to be invested by such Participant divided by the purchase price per share. OPTIONAL CASH PAYMENTS - -------------------------------------------------------------------------------- 13. HOW DOES THE OPTIONAL CASH PAYMENT FEATURE OF THE PLAN WORK? All eligible stockholders of record (except for brokers and nominees) who have submitted a signed Enrollment Authorization Form are eligible to make optional cash payments at any time. FCT will apply any optional cash payment received from a Participant before an Investment Date to the purchase of USB Common Stock for the account of the Participant on such Investment Date if such USB Common Stock is purchased from USB and as soon as practicable (as explained in paragraph 10 above) after such Investment Date if such USB Common Stock is purchased on the open market. Brokers or nominees participating on behalf of beneficial owners cannot utilize the optional cash payment provision of the Plan. Therefore, if shares of USB Common Stock are held by a broker or nominee and the owner of such shares wishes to participate in the optional cash payment feature of the Plan, such owner must become a stockholder of record by having all or a part of such shares transferred to such owner's name. 14. HOW MAY OPTIONAL CASH PAYMENTS BE MADE? An initial optional cash payment may be made by a Participant when joining the Plan by enclosing a check or money order, payable to "First Chicago Trust Company--U.S. Bancorp" with the Enrollment Authorization Form. Thereafter, optional cash payments may be made by use of a cash payment form 6 which will be attached to each Participant's statement of account. A Participant may also make optional cash payments on a regular basis by automatic monthly deductions of a specified amount from the Participant's checking or savings account. See paragraph 17 below for additional information. 15. WHAT ARE THE LIMITATIONS ON THE AMOUNT OF OPTIONAL CASH PAYMENTS? The same amount of optional cash payment need not be made each month and there is no obligation to make an optional cash payment in any month. No optional cash payment by a Participant shall be in an amount less than $25 per month nor may optional cash payments total more than $60,000 per calendar year. A calendar year is the twelve-month period ending on the last day of December in any year. 16. MAY OPTIONAL CASH PAYMENTS BE RETURNED TO A PARTICIPANT? Optional cash payments received by FCT will be returned to a Participant upon telephone or written request by such Participant received at least two business days prior to the Investment Date. AUTOMATIC MONTHLY DEDUCTIONS - -------------------------------------------------------------------------------- 17. WHAT IS THE AUTOMATIC MONTHLY DEDUCTION FEATURE OF THE PLAN AND HOW DOES IT WORK? Participants may make optional cash payments of not less than $25 per payment nor more than a total of $60,000 during a calendar year by means of a monthly automatic funds transfer ("Automatic Monthly Deductions") from a predesignated account with a United States financial institution. A $1 transaction fee will be subtracted from the amount drawn from the Participant's bank account prior to each investment. To initiate Automatic Monthly Deductions, a person must already be a Participant in the Plan and must complete and sign an Authorization Form for Automatic Deductions ("Authorization Form") and return it to FCT together with a voided blank check or savings account deposit slip for the account from which funds are to be drawn. Authorization Forms may be obtained from FCT. Forms will be processed and will become effective as promptly as practicable following receipt; however, a Participant should allow four to six weeks for the Participant's first investment to be initiated. Once Automatic Monthly Deductions are initiated, funds will be drawn from the Participant's designated financial institution account on the third business day preceding the Investment Date of each month and will be invested in USB Common Stock as of that Investment Date. A Participant may change Automatic Monthly Deductions by completing and submitting to FCT a new Authorization Form. A participant may terminate Automatic Monthly Deductions by written notice to FCT. If a Participant closes or changes a bank account, a new Authorization Form must be completed. To be effective with respect to a particular Investment Date, however, the new Authorization Form must be received by FCT at least six business days preceding that Investment Date. COSTS - -------------------------------------------------------------------------------- 18. WHAT ARE THE COSTS TO A PARTICIPANT IN THE PLAN? A Participant will incur no brokerage commissions or service charges for purchases made under the Plan, except for the transaction fee for Automatic Monthly Deductions. Any brokerage commission, service fee or transfer tax in connection with a sale by FCT of all or a part of the shares held for a 7 Participant under the Plan will be charged to such Participant. See paragraph 29 below for additional information. All costs of administration of the Plan and brokerage commissions or service fees incurred in connection with the purchase of the shares will be paid by USB. REPORTS TO PARTICIPANTS - -------------------------------------------------------------------------------- 19. WHAT KINDS OF REPORTS WILL BE SENT TO PARTICIPANTS? As soon as practicable after each purchase of shares on behalf of a Participant, such Participant will receive a statement of account. These statements are a record of the cost of purchase of shares under the Plan and should be retained for tax purposes. In addition, each Participant will receive, from time to time, copies of all communications sent to stockholders. Each Participant will receive annually Internal Revenue Service information (on Form 1099-DIV) for reporting dividend income received. CERTIFICATES FOR SHARES - -------------------------------------------------------------------------------- 20. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED? Plan Shares will be held by FCT in the name of FCT or its nominee. This service protects against the loss, theft or destruction of the stock certificates evidencing Plan Shares. However, certificates will be issued to any Participant upon specific written or telephone request. The number of shares purchased for a Participant's account under the Plan will be shown on such Participant's statement of account. Each account under the Plan will be maintained in the name in which certificates of the Participant were registered at the time such Participant entered the Plan. If the Participant wants to change the name in which the account is maintained, the Participant must so indicate in a written request and comply with any applicable transfer requirements. A Participant who wishes to pledge shares credited to such Participant's Plan account must first withdraw such shares from the account. Certificates for shares purchased with dividends reinvested pursuant to instructions received on B & N Forms will be delivered to the holder of record, as described in paragraph 7 above. SAFEKEEPING SERVICE - -------------------------------------------------------------------------------- 21. HOW MAY STOCK CERTIFICATES BE DEPOSITED WITH PLAN SHARES? A Participant may deposit with FCT any USB Common Stock certificates now or hereafter registered in his or her name for credit under the Plan. There is no charge for this custodial service and, by making the deposit, a Participant will be relieved of the responsibility for loss, theft or destruction of the certificate. Certificates sent to FCT should not be endorsed. FCT provides insurance coverage on certificates mailed by Participants for safekeeping in Plan accounts in certain instances as described below. To be eligible for certificate mailing insurance, certificates must be mailed in brown, pre-addressed return envelopes supplied by FCT. Certificates mailed in this manner are insured for up to $25,000 current market value provided they are mailed first class. FCT will promptly send the Participant a statement confirming each deposit of certificates. FCT must be notified of any lost certificate claim within thirty (30) calendar days of the date the certificates were mailed. To submit a claim, a stockholder must be a current Participant or the stockholder's loss must be incurred in connection with becoming a Participant. In the latter case, the claimant must enroll in the Plan at the time the insurance claim is processed. The 8 maximum insurance protection provided is $25,000 and coverage is available only when the certificate(s) are sent to FCT in accordance with the guidelines described above. If your certificates have a market value of more than $25,000, please contact FCT as indicated in paragraph 34 for additional instructions. Insurance covers the replacement of shares of stock, but in no way protects against any loss resulting from fluctuations in the value of such shares from the time the stockholder mails the certificates until such time as replacement can be effected. If a participant does not use the brown pre-addressed envelope provided by FCT, certificates mailed should be insured for possible mail loss for 2% of the market value (minimum insurance of $20.00); this represents the Participant's replacement cost if the certificates are lost. WITHDRAWAL OF SHARES FROM PLAN ACCOUNTS - -------------------------------------------------------------------------------- 22. HOW AND WHEN MAY SHARES BE WITHDRAWN FROM THE PLAN? Plan Shares credited to a Participant's Plan account may be withdrawn by a Participant by notifying FCT in writing or by telephone specifying the number of whole shares to be withdrawn. Certificates for whole shares of USB Common Stock so withdrawn will be issued to and registered in the name of the Participant. In no case will certificates for fractional shares be issued. The Participant's interest in a fractional share will be paid in cash based on the then current market price of USB Common Stock, less any related brokerage commissions, any service fee and any other costs of sale. SALE OR TRANSFER OF SHARES - -------------------------------------------------------------------------------- 23. HOW AND WHEN MAY PLAN SHARES BE SOLD? A Participant may request at any time the sale of all or any whole shares held in his or her account under the Plan. Any such request may be made by either writing to FCT or calling FCT at 1-800-446-2617. FCT will make every effort to process all sale orders (written and telephone) on the day it receives them, provided that instructions are received before 1:00 p.m. Eastern time on a business day when FCT and the relevant securities market are open. The proceeds from such sale, less any related brokerage commissions, a service fee and any other costs of sale, will be remitted to the Participant. Each sale request will be processed and a check for the net proceeds will be mailed as promptly as possible after FCT receives such sale request. TERMINATION OF PARTICIPATION - -------------------------------------------------------------------------------- 24. HOW AND WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN? A Participant may terminate participation in the Plan (by electing not to reinvest any dividends) at any time by notice in writing or by telephone instructions to FCT as indicated in paragraph 34. Upon such termination, FCT will continue to hold the Participant's shares in book-entry form unless the Participant requests a certificate for any full shares and a check for any fractional share. The Participant may also request the sale of all or part of any full shares. See paragraph 23 above for additional information. RIGHTS OFFERING; STOCK DIVIDENDS OR STOCK SPLITS - -------------------------------------------------------------------------------- 25. IF USB HAS A RIGHTS OFFERING, HOW WILL THE RIGHTS ON PLAN SHARES BE HANDLED? Participation in any rights offering will be based upon both shares of USB Common Stock registered in a Participant's name and any whole Plan Shares credited to such Participant's Plan account. 9 26. WHAT HAPPENS IF USB ISSUES A DIVIDEND PAYABLE IN STOCK OR DECLARES A STOCK SPLIT? Any stock dividends or split shares payable in USB Common Stock on both shares registered in the Participant's name and Plan Shares held for the Participant by FCT may be credited pro rata to each Participant's Plan account in the sole discretion of USB. VOTING RIGHTS - -------------------------------------------------------------------------------- 27. HOW WILL FCT VOTE SHARES CREDITED TO A PARTICIPANT'S ACCOUNT IN THE PLAN AT STOCKHOLDERS' MEETINGS? For each meeting of stockholders, a Participant will receive proxy material that will enable the Participant to vote both the shares registered in the Participant's name directly and whole shares credited to the Participant's Plan account. If a Participant elects, he or she may vote his or her shares, including all whole Plan Shares held for his or her account under the Plan, in person at the stockholders' meeting. PAYMENT OF CASH DIVIDENDS - -------------------------------------------------------------------------------- 28. WHAT ARE THE OPTIONS FOR RECEIVING CASH DIVIDENDS? Dividends that are paid to you in cash can either be mailed to you by check or, in lieu of a check, by authorizing FCT to electronically credit your checking or savings account on the dividend payment date. INCOME TAX CONSEQUENCES - -------------------------------------------------------------------------------- 29. WHAT ARE THE INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN? REINVESTED DIVIDENDS. In the case of reinvested dividends, when FCT acquires shares for a Participant's Plan account directly from USB, the Participant must include in gross income a dividend equal to the number of shares purchased with the Participant's reinvested dividends multiplied by the fair market value of USB Common Stock on the relevant dividend payment date. The Participant's basis in those shares will also equal the fair market value of the shares on the relevant dividend payment date. Alternatively, when FCT purchases USB Common Stock for a Participant's Plan account on the open market with reinvested dividends, a Participant must include in gross income a dividend equal to the actual purchase price to FCT of the shares plus that portion of any brokerage commissions paid by USB which are attributable to the purchase of the Participant's shares. The Participant's basis in Plan Shares held for his or her account will be equal to their purchase price plus allocable brokerage commissions. OPTIONAL CASH PAYMENTS. In the case of shares purchased on the open market with optional cash investments, stockholders will be in receipt of a dividend to be included in gross income to the extent of any brokerage commissions paid by USB. The Participant's basis in the shares acquired with optional investments will be the cost of the shares to FCT plus an allocable share of any brokerage commissions paid by USB and any transactional fees paid by the Participant. ADDITIONAL INFORMATION. The holding period for the Plan Shares will begin the day after the date the shares are acquired. In general, the corporate dividends-received deduction has been reduced to 70% and may be further reduced. Corporate stockholders also should be aware that the Internal Revenue Code of 1986, as amended, limits the availability of the dividends-received deduction under various special rules, including the situation where a holder of stock incurs indebtedness directly attributable to such stock. For further information on a corporate stockholder's eligibility for the dividends-received deduction, Participants should consult with their own tax advisors. 10 A Participant will not realize any taxable income when he or she receives certificates for whole shares credited to his or her account under the Plan. However, a Participant who receives a cash payment for the sale of Plan Shares held for such Participant's account under the Plan or for a fractional share then held in his or her Plan account will realize gain or loss measured by the difference between the amount of the cash received and the Participant's basis in such shares or fractional share. If, as usually is the case, the Common Stock is a capital asset in the hands of a Participant, such gain will be short-term, mid-term or long-term capital gain, depending upon whether the holding period for such shares is more or less than one year or more than 18 months. For further information as to tax consequences of participation in the Plan, Participants should consult with their own tax advisors. RESPONSIBILITY OF USB AND FCT - -------------------------------------------------------------------------------- 30. WHAT ARE THE RESPONSIBILITIES OF USB AND FCT UNDER THE PLAN? Neither USB, nor FCT, as Plan Administrator, will be liable for any act done in good faith or for any good faith omission to act, including, without limitation, any claim of liability arising out of failure to terminate a Participant's Plan account upon such Participant's death, the prices at which shares are purchased or sold for the Participant's Plan account, the times when purchases or sales are made or fluctuations in the market value of USB Common Stock. 31. WHO BEARS THE RISK OF MARKET FLUCTUATIONS IN USB COMMON STOCK? A Participant's investment in shares held in a Plan account is no different than an investment in directly-held shares. The Participant bears the risk of loss and the benefits of gain from market price changes with respect to all shares. Neither USB nor FCT can guarantee the value of a Participant's investment in shares purchased under the Plan at any particular time. The Participant should recognize that neither USB nor FCT can provide any assurance of a profit or protection against loss on any shares purchased under the Plan. Shares of USB Common Stock are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation, Bank Insurance Fund, Savings Association Insurance Fund or any other governmental agency. Investments through the Plan involve risks, including possible loss of principal invested. As with any investment, the past performance of USB Common Stock is not a guarantee or indicator of future results. SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN - -------------------------------------------------------------------------------- 32. MAY THE PLAN BE SUSPENDED, MODIFIED OR TERMINATED? While the Plan is intended to continue indefinitely, USB reserves the right to suspend or terminate the Plan at any time, including during the period between a dividend record date and the related dividend payment date. It also reserves the right to make modifications to the Plan at any time. Specifically, but without limitation, USB reserves the right to modify the optional cash payment feature of the Plan. Participants will be notified of any such suspension, termination or modification. Following any such action, FCT may or may not continue to maintain shares in book-entry form. See paragraph 24 above for more information. In addition to the rights of USB under paragraphs 1 and 4 above to modify and suspend from time to time participation by certain Participants, USB and FCT reserve the right to terminate any Participant's 11 participation in the reinvestment of dividends at any time, including during the period between a dividend record date and the related dividend payment date, or after a Participant has tendered an optional cash payment with respect to an Investment Date. 33. HOW IS THE PLAN TO BE INTERPRETED? Any question of interpretation arising under the Plan will be determined by USB and any such determination will be final. 34. WHO SHOULD BE CONTACTED WITH QUESTIONS ABOUT THE PLAN? CORRESPONDENCE All correspondence regarding the Plan should be directed to: First Chicago Trust Company of New York U.S. Bancorp Dividend Reinvestment Plan P.O. Box 2598 Jersey City, NJ 07303-2598 Please mention U.S. Bancorp in all correspondence. TELEPHONE STOCKHOLDER CUSTOMER SERVICE, INCLUDING SALE OF PLAN SHARES: 1-800-446-2617 An automated voice response system is available 24 hours a day, 7 days a week. Customer service representatives are available from 8:30 a.m. to 7:00 p.m. Eastern time each business day. FOREIGN LANGUAGE TRANSLATION SERVICE for more than 140 languages is available. TDD: 1-201-222-4955 Telecommunications Device for the hearing impaired. INTERNET The First Chicago Internet address is "HTTP://WWW.FCTC.COM". Messages will be answered within one business day. E-MAIL First Chicago's E-Mail address is "FCTC_U.S.BANCORP@EM.FCNBD.COM". USE OF PROCEEDS - -------------------------------------------------------------------------------- USB has no basis for estimating either the number of shares of USB Common Stock that ultimately will be sold pursuant to the Plan or the prices at which such shares will be sold. However, USB proposes to use the net proceeds from the sale of newly issued or treasury shares of USB Common Stock for general corporate purposes, including investments in, or extensions of credit to, its banking and nonbanking subsidiaries. 12 EXPERTS - -------------------------------------------------------------------------------- The consolidated financial statements of U.S. Bancorp included in its Annual Report on Form 10-K for the year ended December 31, 1997 have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements have been incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. LEGAL MATTERS - -------------------------------------------------------------------------------- The validity of the issuance of the USB Common Stock offered hereby has been passed upon for USB by Dorsey & Whitney LLP, Minneapolis, Minnesota. INDEMNIFICATION - -------------------------------------------------------------------------------- The Bylaws of USB provide that the officers and directors of USB and certain others shall be indemnified substantially to the same extent as permitted by Delaware law. USB also maintains a standard policy of officers' and directors' liability insurance. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling USB, pursuant to the foregoing provisions or otherwise, USB has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. 13 - ------------------------------------------- ------------------------------------------- - ------------------------------------------- ------------------------------------------- NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY USB. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN WHICH IT IS NOT LAWFUL OR TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. ------------------- TABLE OF CONTENTS
PAGE ---- Available Information..................................................... 2 Incorporation of Certain Documents by Reference........................... 2 The Plan.................................................................. 3 Purpose................................................................. 3 Advantages.............................................................. 3 Administration.......................................................... 3 Participation........................................................... 4 Purchases............................................................... 5 Optional Cash Payments.................................................. 6 Automatic Monthly Deductions............................................ 7 Costs................................................................... 7 Reports to Participants................................................. 8 Certificates for Shares................................................. 8 Safekeeping Service..................................................... 8 Withdrawal of Shares from Plan Accounts................................. 9 Sale or Transfer of Shares.............................................. 9 Termination of Participation............................................ 9 Rights Offering; Stock Dividends or Stock Splits........................ 9 Voting Rights........................................................... 10 Payment of Cash Dividends............................................... 10 Income Tax Consequences................................................. 10 Responsibility of USB and FCT........................................... 11 Suspension, Modification or Termination of the Plan..................... 11 Use of Proceeds........................................................... 12 Experts................................................................... 13 Legal Matters............................................................. 13 Indemnification........................................................... 13
[LOGO] ---------------------- PROSPECTUS ---------------------- AUTOMATIC DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN MAY 18, 1998 - ------------------------------------------- ------------------------------------------- - ------------------------------------------- ------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----