SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 1, 1997
U.S. Bancorp
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-6880 41-0255900
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(State or Other Jurisdiction (Commission (IRS employer
of Incorporation) File Number) Identification No.)
601 Second Avenue South, Minneapolis, Minnesota 55402-4302
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 973-1111
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First Bank System, Inc.
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(former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
Effective August 1, 1997, U. S. Bancorp, an Oregon
corporation ("Old USBC"), merged (the "Merger") with and into
First Bank System, Inc. ("Registrant") pursuant to an Agreement
and Plan of Merger, dated as of March 19, 1997, by and between
Old USBC and Registrant (the "Merger Agreement"). As a result of
the Merger, Registrant changed its name to "U.S. Bancorp" ("New
USBC"). Pursuant to the Merger Agreement, each share of common
stock, par value $5.00 per share, of Old USBC was converted into
the right to receive 0.755 of a share of common stock, par value
$1.25 per share, of New USBC ("New USBC Common Stock"), with cash
to be paid in lieu of fractional shares. Also pursuant to the
Merger Agreement, each share of 8 1/8% Cumulative Preferred
Stock, Series A, without par value, liquidation preference $25
per share, of Old USBC was converted into one share of 8 1/8%
Cumulative Preferred Stock, Series A, par value $1.00 per share,
liquidation preference $25 per share, of New USBC ("New USBC
Preferred Stock").
The Registrant's Registration Statement on Form S-4
(Registration No. 333-29409), which was declared effective by the
Securities and Exchange Commission on June 19, 1997 (the
"Registration Statement"), sets forth certain information
regarding the Merger, the Registrant and Old USBC, including, but
not limited to, the date and manner of the Merger, a description
of the assets involved, the nature and amount of consideration
paid by the Registrant therefor, the method used for determining
the amount of such consideration, the nature of any material
relationships between Old USBC and the Registrant or any officer
or director of the Registrant or any associate of any such
officer or director, the nature of Old USBC's business and the
Registrant's intended use of the assets acquired in the Merger.
Item 5. Other Events.
A. Name Change; NYSE and NASDAQ Symbols
As a result of the Merger, Registrant changed its name to
"U.S. Bancorp". Commencing on August 4, 1997, the New USBC Common
Stock will trade under the symbol "USB" on the New York Stock
Exchange and the New USBC Preferred Stock will be quoted on the
Nasdaq National Market under the symbol "USBPD" for 30 days and
then under the symbol "USBCP".
B. Increase in Authorized Capitalization
As a result of the Merger, the total number of shares of
all classes of stock which Registrant has the authority to issue
was increased from 210,000,000 (consisting of 200,000,000 shares
of New USBC Common Stock and 10,000,000 shares of preferred
stock, par value $1.00 per share) to 510,000,000 (consisting of
500,000,000 shares of New USBC Common Stock and 10,000,000 shares
of preferred stock, par value $1.00 per share).
C. Increase in Size of Board of Directors
As a result of the Merger, Registrant's Certificate of
Incorporation was amended to increase the maximum size of
Registrant's Board of Directors to 30 and to exempt from the 80%
stockholder voting requirement any future amendment
thereto to reduce the maximum number of directors to not less
than the greater of (i) the number of directors then in office
and (ii) 24.
D. Restated Certificate of Incorporation and Amended By-Laws
On August 1, 1997, the Registrant filed a Restated
Certificate of Incorporation with the Delaware Secretary of
State, a copy of which is included as Exhibit 3.1 hereto and is
incorporated by reference herein.
In connection with the Merger, the Registrant made certain
amendments to its By-Laws. A copy of the Registrant's Amended
By-Laws is included as Exhibit 3.2 hereto and is incorporated by
reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The Registrant has filed all required financial statements,
pro forma financial information and exhibits required by Item 2
hereof with the Securities and Exchange Commission as part of the
Registration Statement and as part of a Current Report on Form
8-K filed with the Securities and Exchange Commission on June 24,
1997.
The following exhibits are filed herewith:
3.1 Copy of the Registrant's Restated Certificate of Incorporation
3.2 Copy of the Registrant's Amended By-Laws
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: August 1, 1997
U.S. BANCORP
(Registrant)
By: /s/ David J. Parrin
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Name: David J. Parrin
Title: Senior Vice President and Controller
EXHIBIT INDEX
3.1 Copy of the Registrant's Restated Certificate of Incorporation
3.2 Copy of the Registrant's Amended By-Laws