0001104659-07-006518.txt : 20070201 0001104659-07-006518.hdr.sgml : 20070201 20070201165823 ACCESSION NUMBER: 0001104659-07-006518 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070201 DATE AS OF CHANGE: 20070201 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: 07572447 BUSINESS ADDRESS: STREET 1: U.S.BANCORP STREET 2: 800 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: (651)466-3000 MAIL ADDRESS: STREET 1: U.S.BANCORP STREET 2: 800 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55402 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 XII CENTRAL INDEX KEY: 0001325547 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 206524079 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-33293 FILM NUMBER: 07572448 BUSINESS ADDRESS: STREET 1: 800 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 BUSINESS PHONE: 651-466-3000 MAIL ADDRESS: STREET 1: 800 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 8-A12B 1 a07-3219_28a12b.htm 8-A12(B)

UNITED STATES

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 XII
(Exact name of registrant as specified in its charter)		(Exact name of registrant as specified in its Certificate of Trust)

Delaware< /p>		Delaware
(State of incorporation or organization)		(State of incorporation or organization)

41-0255900		20-6524079
(I.R.S. Employer Identification No.)		(I.R.S. Employer Identification No.)

800 Nicollet Mall Minneapolis, Minnesota		c/o U.S. Bancorp 800 Nicollet Mall Minneapolis, Minnesota
(Address of Principal Executive Offices)		(Address of Principal Executive Offices)

55402		55402
(Zip Code)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered		Name of each exchange on which each class is to be registered
6.30% Trust Preferred Securities of USB Capital XII (and the Guarantee of U.S. Bancorp with respect thereto)		New York Stock Exchange

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. o

Securities Act registration statement file number to which this Form relates: 333 -124535 and 333-124535-04

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. 333-124535) of U.S. Bancorp, USB Capital VII, USB Capital VIII, USB Capital IX, USB Capital X, USB Capital XI, USB Capital XII, USB Capital XIII, USB Capital XIV, USB Capital XV and USB Capital XVI filed on May 2, 2005, are incorporated herein by reference. The final terms of the securities to be registered hereby are included in a prospectus supplement which was filed on January 26, 2007, by the registrants pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and which is incorporated herein by reference.

Item 2. Exhibits.

4.1		Junior Subordinated Indenture, dated as of April 28, 2005, between U.S. Bancorp and Delaware Trust Company, National Association, as Debenture Trustee (incorporated by reference to Exhibit 4.2.3 to the Registrants’ Registration Statement on Form S-3, File No. 333-124535).

4.2		First Supplemental Indenture to Junior Subordinated Indenture, dated as of August 3, 2005, between U.S. Bancorp and Delaware Trust Company, National Association, as Debenture Trustee (incorporated by reference to Exhibit 4.2 to the Registrants’ Registration Statement on Form 8-A, File No. 001-06880).

4.3		Second Supplemental Indenture to Junior Subordinated Indenture, dated as of December 29, 2005, between U.S. Bancorp, Delaware Trust Company, as Original Trustee and Wilmington Trust Company, as Successor Trustee (incorporated by reference to Exhibit 4.1 to the Current Report of U.S. Bancorp on Form 8-K dated December 29, 2005).

4.4		Third Supplemental Indenture to Junior Subordinated Indenture, dated as of March 17, 2006, between U.S. Bancorp and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report of U.S. Bancorp on Form 8-K dated March 17, 2006).

4.5		Fourth Supplemental Indenture to Junior Subordinated Indenture, dated April 12, 2006, between U.S. Bancorp and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report of U.S. Bancorp on Form 8-K dated April 12, 2006).

4.6		Fifth Supplemental Indenture to Junior Subordinated Indenture, dated August 30, 2006, between U.S. Bancorp and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report of U.S. Bancorp on Form 8-K dated August 30, 2006).

4.7		Sixth Supplemental Indenture to Junior Subordinated Indenture, dated February 1, 2007, between U.S. Bancorp and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report of U.S. Bancorp on Form 8-K dated February 1, 2007).

4.8*		Restated Certificate of Trust of USB Capital XII.

4.9		Amended and Restated Trust Agreement (incorporated by reference to Exhibit 4.4 to the Current Report of U.S. Bancorp on Form 8-K dated February 1, 2007).

4.10		Form of Capital Security Certificate (included as part of Exhibit 4.9).

4.11		Guarantee Agreement (incorporated by reference to Exhibit 4.5 to the Current Report of U.S. Bancorp on Form 8-K dated February 1, 2007).

*Filed herewith.

SIGNATURE

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.

	USB CAPITAL XII By: U.S. Bancorp, as Depositor

Date: February 1, 2007	By:	/s/ Laura F. Bednarski
		Title: Vice President


	U.S. BANCORP

Date: February 1, 2007	By:	/s/ Laura F. Bednarski
		Name: Laura F. Bednarski
		Title: Vice President

INDEX TO EXHIBITS


4.1		Junior Subordinated Indenture, dated as of April 28, 2005, between U.S. Bancorp and Delaware Trust Company, National Association, as Debenture Trustee (incorporated by reference to Exhibit 4.2.3 to the Registrants’ Registration Statement on Form S-3, File No. 333-124535).

4.2		First Supplemental Indenture to Junior Subordinated Indenture, dated as of August 3, 2005, between U.S. Bancorp and Delaware Trust Company, National Association, as Debenture Trustee (incorporated by reference to Exhibit 4.2 to the Registrants’ Registration Statement on Form 8-A, File No. 001-06880).

4.3		Second Supplemental Indenture to Junior Subordinated Indenture, dated as of December 29, 2005, between U.S. Bancorp, Delaware Trust Company, as Original Trustee and Wilmington Trust Company, as Successor Trustee (incorporated by reference to Exhibit 4.1 to the Current Report of U.S. Bancorp on Form 8-K dated December 29, 2005).

4.4		Third Supplemental Indenture to Junior Subordinated Indenture, dated as of March 17, 2006, between U.S. Bancorp and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report of U.S. Bancorp on Form 8-K dated March 17, 2006).

4.5		Fourth Supplemental Indenture to Junior Subordinated Indenture, dated April 12, 2006, between U.S. Bancorp and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report of U.S. Bancorp on Form 8-K dated April 12, 2006).

4.6		Fifth Supplemental Indenture to Junior Subordinated Indenture, dated August 30, 2006, between U.S. Bancorp and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report of U.S. Bancorp on Form 8-K dated August 30, 2006).

4.7		Sixth Supplemental Indenture to Junior Subordinated Indenture, dated February 1, 2007, between U.S. Bancorp and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report of U.S. Bancorp on Form 8-K dated February 1, 2007).

4.8*		Restated Certificate of Trust of USB Capital XII.

4.9		Amended and Restated Trust Agreement (incorporated by reference to Exhibit 4.4 to the Current Report of U.S. Bancorp on Form 8-K dated February 1, 2007).

4.10		Form of Capital Security Certificate (included as part of Exhibit 4.9).

4.11		Guarantee Agreement (incorporated by reference to Exhibit 4.5 to the Current Report of U.S. Bancorp on Form 8-K dated February 1, 2007).

*Filed herewith.

EX-4.8 2 a07-3219_2ex4d8.htm RESTATED CERTIFICATE OF TRUST OF USB CAPITAL XII

Exhibit 4.8

	State of Delaware
	Secretary of State
	Division of Corporations
	Delivered 11:53 AM 01/18/2006
	FILED 11:53 AM 01/18/2006
	SRV 060046324 - 3961742 FILE

RESTATED
CERTIFICATE OF TRUST
OF
USB CAPITAL XII

THIS RESTATED CERTIFICATE OF TRUST of USB CAPITAL XII (the “Trust”) is being duly executed and filed by the undersigned, as trustees, to amend and restate under the Delaware Statutory Trust Act (12 Del. C (Section) 3801 et seq.) the Certificate of Trust of the Trust which was originally filed on April 27, 2005.

The Certificate of Trust is hereby amended and restated in its entirety to read as follows:

1. NAME. The name of the statutory trust is USB Capital XII.

2. DELAWARE TRUSTEE. The name and business address of the trustee of the Trust with a principal place of business in the State of Delaware are Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890.

3. EFFECTIVE DATE. This Restated Certificate of Trust shall be effective upon filing.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have executed this Restated Certificate of Trust as of the date first above written.

	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee


	By:	/s/ Kristin L. Moore
		Name: Kristin L. Moore
		Title: Financial Services Officer

	/s/ David M. Moffett
	David M. Moffett, not in his individual capacity but solely as Administrative Trustee

	/s/ Daryl N. Bible
	Daryl N. Bible, not in his individual capacity but solely as Administrative Trustee

	/s/ Lee R. Mitau
	Lee R. Mitau, not in his individual capacity but solely as Administrative Trustee