SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
NEW CENTURY FINANCIAL CORPORATION
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
64352 D 10 1
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(CUSIP Number)
Lee R. Mitau, Esq.
Executive Vice President and General Counsel
U.S. Bancorp
U.S. Bank Place
601 Second Avenue South
Minneapolis, Minnesota, 55402-4302
(612) 973-0363
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 19, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP NO. 64352D 10 1 SCHEDULE 13D, AMENDMENT NO. 8 PAGE 2
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
U.S. Bancorp 41-0255900
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON (See Instructions)
HC
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CUSIP NO. 64352D 10 1 SCHEDULE 13D, AMENDMENT NO. 8 PAGE 3
This Amendment No. 8 (the "Amendment") amends the statement on Schedule 13D
filed by U.S. Bancorp with the Securities and Exchange Commission on December 4,
1998, as amended on January 7, 1999, May 12, 1999, August 3, 1999, May 8, 2000,
January 12, 2001, November 28, 2001 and April 8, 2002 (the "Statement"). This
Amendment supplements and, to the extent inconsistent therewith, amends the
information set forth in the Statement.
In particular, this amendment reflects the conversion of 20,000 shares of Series
1998A Convertible Preferred Stock and 12,856 shares of Series 1999A Convertible
Preferred Stock and the sale of all of the underlying shares of Common Stock of
New Century Financial Corporation.
ITEM 1. SECURITY AND ISSUER.
The title and class of shares to which this statement relates
is the Common Stock, par value $0.01 per share (the "Common
Stock"), of New Century Financial Corporation, a Delaware
corporation (the "Issuer"). The Issuer's principal executive
office is 18400 Von Karman, Suite 1000, Irvine, California,
92612.
ITEM 2. IDENTITY AND BACKGROUND.
The information previously reported in this Item of the
Statement with respect to U.S. Bancorp is incorporated by
reference herein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information previously reported in this Item of the
Statement with respect to the source of funds for U.S.
Bancorp's investment in securities of the Issuer is
incorporated by reference herein.
ITEM 4. PURPOSE OF TRANSACTION.
The information previously reported in this Item of the
Statement with respect to the purpose of U.S. Bancorp's
investment in securities of the Issuer is incorporated by
reference herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of April 19, 2002, U.S. Bancorp no longer is the beneficial
owner of any shares of the Issuer's capital stock. However,
U.S. Bancorp may be deemed to beneficially own shares of
Common Stock held in client accounts with respect to which
U.S. Bancorp Piper Jaffray Inc., an indirect wholly owned
subsidiary of U.S. Bancorp ("Piper"), or employees of Piper
have voting or investment discretion, or both ("Managed
Accounts"). U.S. Bancorp and Piper disclaim beneficial
ownership of the shares of Common Stock held in Managed
Accounts. U.S. Bancorp and Piper may also be deemed to
beneficially own from time to time shares of Common Stock
acquired in ordinary course trading by Piper.
(b) The Reporting Person has no voting or dispositive power as to
the shares of Common Stock described in paragraph (a) above,
other than those shares held by Piper in ordinary course
trading activities.
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CUSIP NO. 64352D 10 1 SCHEDULE 13D, AMENDMENT NO. 8 PAGE 4
(c) On April 19, 2002, U.S. Bancorp converted all of its shares of
the Issuer's 1999A Convertible Preferred Stock and Series
1998A Convertible Preferred Stock and sold all of the
underlying shares of the Issuer's Common Stock to various
accredited investors at a purchase price of $14.00 per share.
See Item 6 below.
Except for such transaction and any shares bought or sold by
Piper in ordinary course trading activities neither the
Reporting Person nor, to the best knowledge of the Reporting
Person, any of Reporting Person's executive officers or
directors, has effected any transaction in the shares of the
Issuer's Common Stock during the past sixty (60) days.
(d) Not applicable.
(e) As of April 19, 2002, U.S. Bancorp ceased to be the beneficial
owner of more than five percent of the Issuer's Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information previously reported in this Item of the
Statement with respect to contracts, arrangements,
understandings or relationships with respect to securities of
the Issuer is incorporated by reference herein.
On or about February 28, 2002, U.S. Bancorp entered into
purchase agreements with the Issuer, Friedman, Billings,
Ramsey & Co., Inc., as placement agent (the "Placement
Agent"), and 64 separate "accredited investors" as defined by
Rule 501(a) of Regulation D under the Securities Act (the
"Purchasers"), whereby the Purchasers agreed to purchase in
the aggregate from U.S. Bancorp 3,624,462 shares of Common
Stock (the "Shares") issuable upon conversion of the 12,856
shares of the Issuer's Series 1999A Convertible Preferred
Stock and 20,000 shares of the Issuer's Series 1998A
Convertible Preferred Stock owned by U.S. Bancorp. On April
19, 2002, U.S. Bancorp converted all of its shares of the
Issuer's 1999A Convertible Preferred Stock and Series 1998A
Convertible Preferred Stock and sold the Shares to the
Purchasers at a purchase price of $14.00 per Share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following agreements are filed as exhibits to this
Statement:
7(a) Form of Purchase Agreement entered into by and among U.S.
Bancorp, the Issuer, the Placement Agent and the Purchasers on
or about February 28, 2002 (incorporated by reference to
Exhibit 7(a) filed with Amendment No. 7 to this Schedule 13D).
7(b) Stock Repurchase Agreement dated as of February 28, 2002 by
and between U.S. Bancorp and the Issuer (incorporated by
reference to Exhibit 7(b) filed with Amendment No. 7 to this
Schedule 13D).
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CUSIP NO. 64352D 10 1 SCHEDULE 13D, AMENDMENT NO. 8 PAGE 5
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: May 2, 2002
U.S. BANCORP
By: /s/ Lee R. Mitau
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Lee R. Mitau
Its: Executive Vice President and General
Counsel
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