-----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, BNTGA4adCQljq43OSkF+4e7P97BjorVobMyRzPiLW48ORQtb6W5moMrRlNorLs6Y AqF446FsFLBZrCGFjKr5hg== 0001047469-99-027294.txt : 19990714 0001047469-99-027294.hdr.sgml : 19990714 ACCESSION NUMBER: 0001047469-99-027294 CONFORMED SUBMISSION TYPE: S-4MEF PUBLIC DOCUMENT COUNT: 4 333-75603 FILED AS OF DATE: 19990713 EFFECTIVENESS DATE: 19990713 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-4MEF SEC ACT: SEC FILE NUMBER: 333-82757 FILM NUMBER: 99663684 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 S-4MEF 1 S-4MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 1999 (No. 333-_____) --------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- U.S. BANCORP (Exact name of registrant as specified in its charter) DELAWARE 6711 41-0255900 (State or other (Primary Standard (I.R.S. Employer jurisdiction of Incorporation Industrial Classification Identification or Organization) Code Number) Number) U.S. BANCORP LEE R. MITAU, ESQ. U.S. BANK PLACE U.S. BANK PLACE 601 SECOND AVENUE SOUTH 601 SECOND AVENUE SOUTH MINNEAPOLIS, MINNESOTA 55402-4302 MINNEAPOLIS, MINNESOTA 55402-4302 (612) 973-1111 (612) 973-1111 (Address, including zip code, (Name, address, including zip code, and telephone number, including and telephone number, including area code, of registrant's area code, of principal executive offices) agent for service) --------------- COPIES TO: Elizabeth C. Hinck, Esq. Kurt L. Kicklighter, Esq. Dorsey & Whitney LLP Higgs, Fletcher & Mack LLP 2200 South Sixth Street 401 West A Street, Suite 2600 Minneapolis, Minnesota 55402 San Diego, California 92101 (612) 340-8877 (619) 236-1551 Approximate date of commencement of proposed sale of the securities to the public: as soon as practicable after this Registration Statement becomes effective. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: / / If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: /X/ 333-75603 If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: / / --------------- CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE(3) BE REGISTERED REGISTERED (1) PER SHARE(2) PRICE Common Stock, $1.25 par value 1,044,840 $33.698 $35,208,931 $9,788
(1) Based upon an estimate of the maximum number of shares of common stock, no par value (the "BOC Common Stock"), of Bank of Commerce ("BOC") which will each be exchanged for shares of common stock, $1.25 par value (the "USB Common Stock"), of U.S. Bancorp ("USB") pursuant to the Merger described herein. (2) Calculated in accordance with Rule 457(f)(l) under the Securities Act based on the aggregate market value on 1,044,840 of the shares of BOC Common Stock expected to be canceled in connection with the Merger on July 6, 1999. (3) The registration fee of $9,788 was calculated pursuant to Rule 457(f) under the Securities Act, as follows: .000278 multiplied by the proposed maximum aggregate offering price. --------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. --------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of USB's Registration Statement on Form S-4, Securities and Exchange Commission (the "Commission") File No. 333-75603, as filed with the Commission on April 2, 1999, as amended by Amendment No. 1 thereto filed with the Commission on May 3, 1999, are incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 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, on July 12, 1999. U.S. BANCORP By /s/ John F. Grundhofer ------------------------------------------------ John F. Grundhofer Chairman, President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE AND TITLE DATE /s/ John F. Grundhofer July 12, 1999 - -------------------------------------- John F. Grundhofer Chairman, President, Chief Executive Officer, and Director (principal executive officer) /s/ Susan E. Lester July 12, 1999 - -------------------------------------- Susan E. Lester Executive Vice President and Chief Financial Officer (principal financial officer) /s/ Terrance R. Dolan July 12, 1999 - -------------------------------------- Terrance R. Dolan Senior Vice President and Controller (principal accounting officer) * July 12, 1999 - -------------------------------------- Linda L. Ahlers Director * July 12, 1999 - -------------------------------------- Harry L. Bettis Director * July 12, 1999 - -------------------------------------- Arthur D. Collins, Jr. Director * July 12, 1999 - -------------------------------------- Peter H. Coors Director * July 12, 1999 - -------------------------------------- Robert L. Dryden Director * July 12, 1999 - -------------------------------------- Joshua Green III Director * July 12, 1999 - -------------------------------------- Delbert W. Johnson Director * July 12, 1999 - -------------------------------------- Joel W. Johnson Director * July 12, 1999 - -------------------------------------- Jerry W. Levin Director * July 12, 1999 - -------------------------------------- Edward J. Phillips Director * July 12, 1999 - -------------------------------------- Paul A. Redmond Director * July 12, 1999 - -------------------------------------- Richard G. Reiten Director * July 12, 1999 - -------------------------------------- S. Walter Richey Director * July 12, 1999 - -------------------------------------- Warren R. Staley Director * By /s/ Terrance R. Dolan -------------------------------- Terrance R. Dolan Pro se and as Attorney-in-Fact
EXHIBIT INDEX
Exhibit No. Description Page - ---------- ----------- ---- 5.1 Opinion and consent of Dorsey & Whitney LLP as to the legality of the securities being registered 23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP (relating to financial statements of USB) 23.3 Consent of Deloitte & Touche, LLP (relating to financial statements of BOC) 24.1 Powers of Attorney (Incorporated by reference to USB's Registration Statement on Form S-4, as amended, File No. 333-75603.)
EX-5.1 2 EX-5.1 Exhibit 5.1 [Opinion of Dorsey & Whitney LLP] U..S. Bancorp U.S. Bank Place 601 Second Avenue South Minneapolis, MN 55402-4302 Re: Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as counsel to U.S. Bancorp, a Delaware corporation (the "Company"), in connection with a Registration Statement on Form S-4 (the "Registration Statement") relating to the issuance by the Company of up to 1,044,840 shares (the "Shares") of Common Stock of the Company, par value $ 1.25 per share that are to be issued in connection with the merger of Bank of Commerce with and into a subsidiary of the Company (the "Merger"), as described in the Proxy Statement/Prospectus, incorporated by reference into the Registration Statement. We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials. We have also assumed that the Shares will be issued in connection with the Merger as described in the Registration Statement. Based on the foregoing, we are of the opinion that the Shares to be issued by the Company in the Merger have been duly authorized and, when issued in accordance with the terms of the Agreement (as defined in the Registration Statement), will be validly issued, fully paid and nonassessable. Our opinions expressed above are limited to the Delaware General Corporation Law. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Dated: July 12, 1999 Very truly yours, /s/ Dorsey & Whitney LLP ECH EX-23.2 3 EX-23.2 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-4) and related Prospectus of U.S. Bancorp, dated July 13, 1999, of our report dated January 20, 1999, with respect to the consolidated financial statements of U.S. Bancorp included in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. Ernst & Young LLP Minneapolis, Minnesota July 13, 1999 EX-23.3 4 EX23-3 Exhibit 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of U.S. Bancorp on Form S-4 of our report dated January 29, 1999, appearing in the Annual Report on Form 10-K of Bank of Commerce for the year ended December 31, 1998. DELOITTE & TOUCHE LLP San Diego, California July 8, 1999 -----END PRIVACY-ENHANCED MESSAGE-----