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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 3, 2001
1-6880
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(Commission File Number)
U.S. BANCORP
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(Exact name of Registrant as specified in its charter)
DELAWARE 41-0255900
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(State of incorporation) (I.R.S. Employer
Identification Number)
U.S. Bank Place
601 Second Avenue South, Minneapolis, Minnesota 55402-4302
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(Address of Registrant's principal executive office)
(612) 973-1111
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(Registrant's telephone number)
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ITEM 5. OTHER EVENTS.
U.S. Bancorp, a Delaware corporation (the "Company"), and USB Capital III,
a business trust formed under the laws of the State of Delaware (the "Trust"),
have entered into the Underwriting Agreement dated April 27, 2001, with Lehman
Brothers, Inc., Morgan Stanley & Co. Incorporated and U.S. Bancorp Piper Jaffray
Inc., as representatives of the underwriters set forth on Schedule I thereto,
which Underwriting Agreement incorporates by reference the U.S. Bancorp
Underwriting Agreement Standard Provisions (Capital Securities) (April 27,
2001), for the public offering of $700,000,000 aggregate principal amount of the
Trust's 7.75% Trust Preferred Securities (the "Capital Securities") representing
preferred beneficial interests in the Trust. The Capital Securities will be
fully, irrevocably and unconditionally guaranteed on a subordinated basis by the
Company pursuant to a Guarantee Agreement dated May 4, 2001 (the "Guarantee")
between the Company and Wilmington Trust Company, as Guarantee Trustee. The
proceeds from the sale of the Capital Securities, together with the proceeds
from the sale by the Trust of its common securities are to be invested in 7.75%
Junior Subordinated Debentures of the Company (the "Junior Subordinated
Debentures"), due May 1, 2031 (or such date to which the maturity of the Junior
Subordinated Debentures may be extended, as described in the Prospectus
Supplement dated April 27, 2001), to be issued pursuant to a Junior Subordinated
Indenture (the "Indenture") dated November 15, 1996 between the Company and
Wilmington Trust Company, as Debenture Trustee, and the Officers' Certificate
dated April 27, 2001, pursuant to Section 3.1 of the Indenture. The Preferred
Securities, the Junior Subordinated Debentures and the Guarantee have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
by a registration statement on Form S-3 (File No. 333-83643) and a related
registration statement on Form S-3 (File No. 333-59756) filed pursuant to Rule
462(b) of the rules and regulations of the Securities and Exchange Commission
under the Securities Act.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement, dated April 27, 2001, among the
Company, the Trust and Lehman Brothers, Inc., Morgan Stanley &
Co. Incorporated and U.S. Bancorp Piper Jaffray Inc., as
representatives of the underwriters set forth on Schedule I
thereto.
1.2 U.S. Bancorp Underwriting Agreement Standard Terms (Capital
Securities) (April 27, 2001).
4.1 Form of Officers' Certificate dated May 4, 2001 pursuant to
Section 3.1 of the Junior Subordinated Indenture dated as of
November 15, 1996, between the Company and Wilmington Trust
Company, as Debenture Trustee (excluding exhibits thereto).
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4.2 Specimen Preferred Security Certificate (included as part of
Exhibit 4.4).
4.3 Specimen Junior Subordinated Debenture (included as part of
Exhibit 4.4).
4.4 Form of Amended and Restated Trust Agreement dated May 4, 2001
among U.S. Bancorp, Wilmington Trust Company, as Property
Trustee and Delaware Trustee, and the Administrative Trustees
named therein.
4.5 Form of Guarantee Agreement dated May 4, 2001 between U.S.
Bancorp and Wilmington Trust Company, as Guarantee Trustee.
25.1 Form T-1 Statement of Eligibility of Wilmington Trust Company to
act as trustee under the Amended and Restated Trust Agreement.
25.2 Form T-1 Statement of Eligibility of Wilmington Trust Company
under the Guarantee for the benefit of the holders of Capital
Securities.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 3, 2001
U.S. BANCORP
By: /s/ Terrance R. Dolan
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Name: Terrance R. Dolan
Title: Senior Vice President and
Controller
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INDEX TO EXHIBITS
1.1 Underwriting Agreement, dated April 27, 2001, among the
Company, the Trust and Lehman Brothers, Inc., Morgan Stanley &
Co. Incorporated and U.S. Bancorp Piper Jaffray Inc., as
representatives of the underwriters set forth on Schedule I
thereto.
1.2 U.S. Bancorp Underwriting Agreement Standard Terms (Capital
Securities) (April 27, 2001)
4.1 Form of Officers' Certificate dated May 4, 2001 pursuant to
Section 3.1 of the Indenture dated as of November 15, 1997,
between the Company and Wilmington Trust Company, as Debenture
Trustee (excluding exhibits thereto).
4.2 Specimen Preferred Security Certificate (included as part of
Exhibit 4.4).
4.3 Specimen Junior Subordinated Debenture (included as part of
Exhibit 4.4).
4.4 Form of Amended and Restated Trust Agreement dated May 4, 2001
among U.S. Bancorp, Wilmington Trust Company, as Property
Trustee and Delaware Trustee, and the Administrative Trustees
named therein.
4.5 Form of Guarantee Agreement dated May 4, 2001 between U.S.
Bancorp and Wilmington Trust Company, as Guarantee Trustee.
25.1 Form T-1 Statement of Eligibility of Wilmington Trust Company to
act as trustee under the Amended and Restated Trust Agreement.
25.2 Form T-1 Statement of Eligibility of Wilmington Trust Company
under the Guarantee for the benefit of the holders of Capital
Securities.
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