SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
filed pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 30, 1998
U.S. BANCORP
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(Exact name of registrant as specified in its charter)
Delaware 0-6880 41-0255900
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(State or other jurisdiction (Commission (I.R.S. 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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N/A
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(Former name or former address, if changed since last report)
Page 1 of 5 Pages
Exhibit Index on Page 5
Item 5. Other Events.
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U.S. Bancorp (the "Company") has entered into Distribution Agreements with
each of Morgan Stanley & Co. Incorporated, Piper Jaffray Inc., Dain Rauscher
Incorporated, Donaldson, Lufkin & Jenrette Securities Corporation, Goldman,
Sachs & Co., Lehman Brothers, Merrill Lynch & Co. and J.P. Morgan Securities
Inc. for the public offering of up to $1,000,000,000 aggregate principal amount
of its Medium-Term Notes, Series J (Senior) (the "Series J Notes") to be issued
pursuant to the Indenture dated as of October 1, 1991 (the "Senior Note
Indenture") between the Company and Citibank, N.A., as Senior Note Trustee, and
the Officers' Certificate and Company Order dated March 30, 1998, pursuant to
Sections 201, 301 and 303 of the Senior Note Indenture and/or its Medium-Term
Notes, Series K (the "Series K Notes" and, together with the Series J Notes, the
"Notes") to be issued pursuant to the Indenture dated as of October 1, 1991, as
amended by a First Supplemental Indenture dated as of April 1, 1993 (as so
amended, the "Subordinated Note Indenture") between the Company and Citibank,
N.A., as Subordinated Note Trustee, and the Officers' Certificate and Company
Order dated March 30, 1998, pursuant to Sections 201, 301 and 303 of the
Subordinated Note Indenture. The Notes have been registered under the Securities
Act of 1933, as amended, by a registration statement on Form S-3, File No.
333-45211.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
1.1 Form of Distribution Agreement between the Company and each of
Morgan Stanley & Co. Incorporated, Piper Jaffray Inc., Dain
Rauscher Incorporated, Donaldson, Lufkin & Jenrette Securities
Corporation, Goldman, Sachs & Co., Lehman Brothers, Merrill Lynch
& Co. and J.P. Morgan Securities Inc., as Agents (incorporated
herein by reference to Exhibit 1.2 to the Company's Registration
Statement on Form S-3 (File No. 33-58521)).
4.1 Officers' Certificate and Company Order dated March 30, 1998,
pursuant to Sections 201, 301 and 303 of the Senior Note
Indenture (excluding exhibits thereto).
4.2 Officers' Certificate and Company Order dated March 30, 1998,
pursuant to Sections 201, 301 and 303 of the Subordinated Note
Indenture (excluding exhibits thereto).
Page 2 of 5 Pages
4.3 Specimens of Notes:
(a) Series J Fixed Rate Note
(b) Series J Floating Rate Note
(c) Series J Original Issue Discount Zero Coupon Note
(d) Series J Original Issue Discount Fixed Rate Note
(e) Series K Fixed Rate Note
(f) Series K Floating Rate Note
(g) Series K Original Issue Discount Zero Coupon Note
(h) Series K Original Issue Discount Fixed Rate Note
Page 3 of 5 Pages
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 30, 1998
U.S. BANCORP
By: /s/ David J. Parrin
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David J. Parrin
Senior Vice President and Controller
Page 4 of 5 Pages
INDEX TO EXHIBITS
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(c) Exhibits Page No.
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4.1 Officers' Certificate and Company Order dated March 30,
1998, pursuant to Sections 201, 301 and 303 of the Senior
Note Indenture (excluding exhibits thereto)..................
4.2 Officers' Certificate and Company Order dated March 30,
1998, pursuant to Sections 201, 301 and 303 of the
Subordinated Note Indenture (excluding exhibits thereto).....
4.3 Specimens of Notes:
(a) Series J Fixed Rate Note...............................
(b) Series J Floating Rate Note............................
(c) Series J Original Issue Discount Zero Coupon Note......
(d) Series J Original Issue Discount Fixed Rate Note.......
(e) Series K Fixed Rate Note...............................
(f) Series K Floating Rate Note............................
(g) Series K Original Issue Discount Zero Coupon Note......
(h) Series K Original Issue Discount Fixed Rate Note.......
Page 5 of 5 Pages