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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): January 22, 2001
U.S. BANCORP
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-6880 41-0255900
(Commission File Number) (IRS Employer Identification No.)
U.S. Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 612-973-1111
NOT APPLICABLE
(Former Name or Former Address, If Changed Since Last Report)
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Item 5. OTHER MATERIALLY IMPORTANT EVENTS
Firstar Corporation, a Wisconsin corporation ("Firstar"), and U.S.
Bancorp, a Delaware corporation ("USB"), are parties to an Agreement and Plan
of Merger, dated as of October 3, 2000, as amended as of October 23, 2000 and
December 18, 2000, pursuant to which Firstar will be merged into USB. In
connection with the merger, each outstanding share of common stock of USB will
be converted into 1.265 shares of common stock of the combined company and each
share of Firstar common stock will be converted into one share of common stock
of the combined company. The combined company will be incorporated in Delaware
and its corporate headquarters will be in Minneapolis. The combined company will
be called "U.S. Bancorp." The merger is intended to be tax free for federal
income tax purposes to the holders of the USB common stock and Firstar common
stock, except that U.S. Bancorp stockholders will have to recognize income or
gain in connection with any cash received instead of fractional shares. The
merger is intended to be accounted for as a "pooling-of-interests." The merger
is subject to various conditions, including the affirmative vote of a majority
of the outstanding shares of common stock of each of USB and Firstar and
various regulatory approvals. The merger was previously announced in two Current
Reports on Form 8-K filed by USB on October 4, 2000 and October 12, 2000
and in a Current Report on Form 8-K filed by Firstar on October
12, 2000. This report is being filed for the purpose of filing the financial
statements and pro forma financial information included in Item 7 hereof.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF FIRSTAR CORPORATION
The following financial statements, which are included in reports filed
by Firstar with the Commission listed below, are hereby incorporated into this
Form 8-K by reference:
1. Financial statements included in Firstar's Annual
Report on Form 10-K/A for the year ended December 31, 1999:
Consolidated Balance Sheets as of December 31, 1999 and
December 31, 1998
Consolidated Statements of Income for the years ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Changes in Shareholders'
Equity for the years ended December 31, 1999, 1998 and
1997
Consolidated Statements of Cash Flows for the years
ended December 31, 1999, 1998 and 1997
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Notes to Consolidated Financial Statements for the years
ended December 31, 1999, 1998 and 1997
Report of Independent Accountants of
PricewaterhouseCoopers LLP
2. Financial statements included in Firstar's Quarterly
Report on Form 10-Q/A for the quarter ended September 30,
2000:
Consolidated Balance Sheets as of September 30, 2000
(Unaudited) and December 31, 1999
Consolidated Statements of Income for the third quarters
ended September 30, 2000 and 1999 (Unaudited) and the
nine months ended September 30, 2000 and 1999
(Unaudited)
Consolidated Statements of Changes in Shareholders'
Equity for the nine months ended September 30, 2000 and
1999 (Unaudited)
Consolidated Statements of Cash Flows for the nine
months ended September 30, 2000 and 1999 (Unaudited)
Notes to Consolidated Financial Statements for the third
quarters ended September 30, 2000 and 1999 (Unaudited)
and the nine months ended September 30, 2000 and 1999
(Unaudited)
(b) PRO FORMA FINANCIAL INFORMATION
The following pro forma financial statements, which are included in the
Form S-4 filed by USB on January 11, 2000 with the Commission (Registration No.
333-48532), are hereby incorporated in this Form 8-K by reference:
Unaudited Pro Forma Condensed Combined Balance Sheet at September 30, 2000
Unaudited Pro Forma Condensed Combined Statement of Income:
Nine months ended September 30, 2000
Year ended December 31, 1999
Year ended December 31, 1998
Year ended December 31, 1997
Notes to Unaudited Pro Forma Condensed Combined Financial Information
(c) EXHIBITS
23.1 Consent of PricewaterhouseCoopers LLP
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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: January 22, 2001 U.S. BANCORP
(Registrant)
By: /s/ James L. Chosy
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James L. Chosy
Vice President Associate
General Counsel and
Secretary
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