UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
U.S. BANCORP
------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 41-0255900
------------------------------- -------------------
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
U.S. BANK PLACE
601 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55402-4302
---------------------------------
(Address of principal executive offices) (Zip code)
U.S. BANCORP 2001 STOCK INCENTIVE PLAN
(Full title of the plans)
LEE R. MITAU, ESQ.
U.S. BANK PLACE
601 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55402-4302
(Name and address of agent for service)
(612) 973-1111
(Telephone number, including area code, of agent for service)
Copy to:
JAY L. SWANSON, ESQ.
DORSEY & WHITNEY LLP
50 SOUTH SIXTH STREET, SUITE 1500
MINNEAPOLIS, MINNESOTA 55402
(612) 340-2600
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE(2) REGISTRATION FEE
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Common Stock 100,000,000 Shares $1,819,000,000 $454,750
($.01 par value)(3)
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(1) Represents the shares of common stock of U.S. Bancorp issuable upon the
exercise of options pursuant to the U.S. Bancorp 2001 Stock Incentive
Plan.
(2) Calculated solely for the purpose of this offering in accordance with Rule
457(h) based on the average of the high and low prices of U.S. Bancorp
Common Stock as reported on the New York Stock Exchange on November 21,
2001.
(3) Includes corresponding rights to acquire shares of U.S. Bancorp common
stock pursuant to the Rights Agreement, dated as of February 27, 2001,
between U.S. Bancorp and Firstar Bank, N.A.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by U.S. Bancorp with the
Securities and Exchange Commission, are incorporated by reference in this
registration statement, as of their respective dates:
(a) U.S. Bancorp's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;
(b) U.S. Bancorp's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001 and September 30, 2001;
(c) U.S. Bancorp's Current Reports on Form 8-K and Form 8-K/A, filed on
February 28, 2001, March 6, 2001, March 12, 2001, March 16, 2001,
April 17, 2001 (two reports), April 23, 2001, May 3, 2001, July 17,
2001, July 25, 2001, July 31, 2001, August 6, 2001, October 17, 2001
and October 31, 2001; and
(d) the description of U.S. Bancorp's common stock and common stock
purchase rights contained in any registration statement or report
filed by U.S. Bancorp under the Securities Act of 1933, as amended
(the "Securities Act"), or in any report filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such
description.
In addition, all documents filed by U.S. Bancorp pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold, or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein 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 registration statement 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 registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, U.S. Bancorp will indemnify its directors and officers
under certain circumstances against all expenses and liabilities incurred by
them as a result of suits brought against them as directors and officers of U.S.
Bancorp. The indemnified directors, advisory directors and officers must act in
good faith and in a manner they reasonably believe to be in the best interests
of U.S. Bancorp, and, with respect to any criminal action or proceeding, have no
reasonable cause to believe their conduct was unlawful. U.S. Bancorp will not
indemnify directors, advisory directors and officers for expenses in respect of
any matter as to which the indemnified directors and officers shall have been
adjudged to be liable to U.S. Bancorp, unless the court in which the action or
suit was brought shall determine otherwise. U.S. Bancorp may indemnify officers,
advisory directors and directors only as
authorized in each specific case upon a determination by the shareholders or
disinterested directors that indemnification is proper because the indemnitee
has met the applicable statutory standard of conduct.
Article Ninth of U.S. Bancorp's certificate of incorporation provides
that a director will not be liable to U.S. Bancorp or its shareholders for
monetary damages for a breach of fiduciary duty as a director, except for
liability: (a) for any breach of the director's duty of loyalty to U.S.
Bancorp or its shareholders, (b) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (c) under
the Delaware statutory provision making directors personally liable for
unlawful payment of dividends or unlawful stock repurchases or redemptions,
or (d) for any transaction from which the directors derived an improper
personal benefit.
Article VI of U.S. Bancorp's bylaws provides that the officers,
directors and advisory directors of U.S. Bancorp will be indemnified to the
full extent permitted by the DGCL. The board of directors has discretion to
indemnify any employee of U.S. Bancorp for actions arising by reason of the
employee's employment with U.S. Bancorp. U.S. Bancorp will pay expenses
incurred by officers, directors and advisory directors in defending actions
in advance of any final disposition if the officer, director or advisory
director agrees to repay the amounts if it is ultimately determined that he
or she is not entitled to be indemnified under the bylaws, Delaware law or
otherwise.
U.S. Bancorp maintains a standard policy of officers' and directors'
liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of U.S. Bancorp, as amended.
(Incorporated by reference to Exhibit 3.1 to U.S. Bancorp's Annual
Report on Form 10-K for the year ended December 31, 2000.)
4.2 Restated Bylaws of U.S. Bancorp. (Incorporated by reference to
Exhibit 3.2 to U.S. Bancorp's Annual Report on Form 10-K for the
year ended December 31, 2000.)
4.3 Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of
instruments defining the rights of holders of long-term debt are
not filed. U.S. Bancorp agrees to furnish a copy thereof to the
Securities and Exchange Commission upon request.
4.4 Warrant Agreement, dated as of October 2, 1995, between U.S.
Bancorp and First Chicago Trust Company of New York, as Warrant
Agent, and Form of Warrant. (Incorporated by reference to
Exhibits 4.18 and 4.19 to U.S. Bancorp's Registration Statement
on Form S-3, File No. 33-61667.)
4.5 Certificate of Designation and Terms of Term Participating
Preferred Stock of U.S. Bancorp. (Incorporated by reference to
Exhibit 4.1 to the U.S. Bancorp's Registration Statement on
Form S-4, File No. 333-75603.)
4.6 Forms of Warrant Agreements, dated as of November 5, 1996, between
Monarch Bancorp (predecessor of Western Bancorp) and certain
Warrantholders, and accompanying Forms of Warrants, assumed by U.S.
Bancorp upon its acquisition of Western Bancorp on November 15,
1999. (Incorporated by reference to Exhibit 4.5 to U.S. Bancorp's
Annual Report on Form 10-K for the year ended December 31, 1999.)
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Dorsey & Whitney LLP. (Included in Exhibit 5.1.)
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) above will not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or other
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, duly
authorized, in the City of Minneapolis, State of Minnesota, as of the 27th day
of November, 2001.
U.S. Bancorp
By: /s/ Jerry A. Grundhofer
---------------------------------
Jerry A. Grundhofer
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated as of the 27th day of November, 2001.
Signature Title
-------------------------- -------------------------------------
/s/ Jerry A. Grundhofer President and Chief Executive Officer
------------------------------- (principal executive officer)
Jerry A. Grundhofer
/s/ David M. Moffett Chief Financial Officer
------------------------------- (principal financial officer)
David M. Moffett
/s/ Terrance R. Dolan Senior Vice President and
------------------------------- Controller (principal accounting
Terrance R. Dolan officer)
/s/ Linda L. Ahlers* Director
-------------------------------
Linda L. Ahlers
/s/ Victoria B. Buyniski Gluckman* Director
-------------------------------
Victoria B. Buyniski Gluckman
/s/ Arthur D. Collins, Jr.* Director
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Arthur D. Collins, Jr.
/s/ Peter H. Coors* Director
----------------------------
Peter H. Coors
/s/ John C. Dannemiller* Director
--------------------------
John C. Dannemiller
/s/ Joshua Green III* Director
--------------------------
Joshua Green III
/s/ John F. Grundhofer* Director
--------------------------
John F. Grundhofer
/s/ J.P. Hayden, Jr.* Director
----------------------------
J.P. Hayden, Jr.
/s/ Roger L. Howe* Director
----------------------------
Roger L. Howe
Director
------------------------
Thomas H. Jacobsen
/s/ Delbert W. Johnson* Director
------------------------
Delbert W. Johnson
/s/ Joel W. Johnson* Director
----------------------------
Joel W. Johnson
/s/ Jerry W. Levin* Director
----------------------------
Jerry W. Levin
/s/ Sheldon B. Lubar* Director
----------------------------
Sheldon B. Lubar
/s/ Frank Lyon, Jr.* Director
----------------------------
Frank Lyon, Jr.
/s/ Daniel F. McKeithan, Jr.* Director
----------------------------
Daniel F. McKeithan, Jr.
/s/ David B. O'Maley* Director
-------------------------
David B. O'Maley
/s/ O'dell M. Owens, M.D.* Director
-------------------------
O'dell M. Owens, M.D.
/s/ Thomas E. Petry* Director
-------------------------
Thomas E. Petry
Director
-------------------------
Richard G. Reiten
/s/ S. Walter Richey* Director
-------------------------
S. Walter Richey
/s/ Warren R. Staley* Director
-------------------------
Warren R. Staley
Director
-------------------------
Patrick T. Stokes
/s/ John J. Stollenwerk* Director
------------------------
John J. Stollenwerk
*By /s/ David M. Moffett Attorney-in-fact for the persons
------------------------- indicated above with an *
Attorney-in-fact
EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of U.S. Bancorp, as amended.
(Incorporated by reference to Exhibit 3.1 to U.S. Bancorp's Annual Report
on Form 10-K for the year ended December 31, 2000.)
4.2 Restated Bylaws of U.S. Bancorp. (Incorporated by reference to Exhibit
3.2 to U.S. Bancorp's Annual Report on Form 10-K for the year ended
December 31, 2000.)
4.3 Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of
instruments defining the rights of holders of long-term debt are not
filed. U.S. Bancorp agrees to furnish a copy thereof to the Securities
and Exchange Commission upon request.
4.4 Warrant Agreement, dated as of October 2, 1995, between U.S. Bancorp
and First Chicago Trust Company of New York, as Warrant Agent, and Form
of Warrant. (Incorporated by reference to Exhibits 4.18 and 4.19 to
U.S. Bancorp's Registration Statement on Form S-3, File No. 33-61667.)
4.5 Certificate of Designation and Terms of Term Participating Preferred
Stock of U.S. Bancorp. (Incorporated by reference to Exhibit 4.1 to
the U.S. Bancorp's Registration Statement on
Form S-4, File No. 333-75603.)
4.6 Forms of Warrant Agreements, dated as of November 5, 1996, between Monarch
Bancorp (predecessor of Western Bancorp) and certain Warrantholders, and
accompanying Forms of Warrants, assumed by U.S. Bancorp upon its
acquisition of Western Bancorp on November 15, 1999. (Incorporated by
reference to Exhibit 4.5 to U.S. Bancorp's Annual Report on Form 10-K for
the year ended December 31, 1999.)
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Dorsey & Whitney LLP. (Included in Exhibit 5.1.)
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney.