SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
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): April 1, 1998
U.S. BANCORP
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-6880 41-0255900
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
601 Second Avenue South, Minneapolis, Minnesota 55402
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 973-1111
-----------------------------
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Item 5. OTHER EVENTS.
U.S. Bancorp, a Delaware corporation (the "Company") and USB Capital
II, a business trust formed under the laws of the state of Delaware (the
"Trust"), have entered into the U.S. Bancorp Underwriting Agreement Standard
Provisions (Capital Securities) (March 25, 1998), as incorporated by reference
to the Underwriting Agreement dated March 25, 1998, with Merrill Lynch, Pierce,
Fenner & Smith Incorporaed, Piper Jaffray Inc., Dain Rauscher Incorporated,
Morgan Stanley & Co. Incorporated, Prudential Securities Incorporated and Smith
Barney Inc. for the public offering of $350,000,000 aggregate principal amount
of the Trust's 7.20% Trust Originated Preferred Securities (liquidation amount
$25 per Preferred Security) (the "Preferred Securities") representing preferred
beneficial interests in the Trust. The Preferred Securities will be fully,
irrevocably and unconditionally guaranteed on a subordinated basis by the
Company pursuant to a Guarantee Agreement dated April 1, 1998 (the "Guarantee")
between the Company and Wilmington Trust Company, as Guarantee Trustee. The
proceeds from the sale of the Preferred Securities, together with the proceeds
from the sale by the Trust of its common securities (liquidation amount $25 per
common security) are to be invested in 7.20% Junior Subordinated Deferrable
Interest Debentures of the Company (the "Junior Subordinated Debentures"), due
April 1, 2028 (or such date to which the maturity of the Junior Subordinated
Debentures may be extended, as described in the Prospectus Supplement dated
March 25, 1998), to be issued pursuant to an Indenture (the "Indenture") dated
November 15, 1996 between the Company and Wilmington Trust Company, as Debenture
Trustee and the Officers' Certificate dated April 1, 1998, pursuant to Sections
201 and 301 of the Indenture. The Preferred Securities, the Junior Subordinated
Debentures and the Guarantee 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.
(c) Exhibits.
1.1 Underwriting Agreement, dated March 25, 1998, between the Company, the
Trust and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Piper
Jaffray Inc., Dain Rauscher Incorporated, Morgan Stanley & Co.
Incorporated, Prudential Securities Incorporated and Smith Barney Inc.
1.2 U.S. Bancorp Underwriting Agreement Standard Terms (Capital
Securities) (March 25, 1998).
-2-
4.1 Officers' Certificate dated April 1, 1998 pursuant to Sections 201 and
301 of the Indenture dated as of November 15, 1997, between the
Company and Wilmington Trust Company, as Debenture Trustee (excluding
exhibits thereto).
4.2 Specimen Preferred Security Certificate.
4.3 Specimen Junior Subordinated Debenture.
-3-
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: April 3, 1998
U.S. BANCORP
By: /s/ David J. Parrin
------------------------------
David J. Parrin
Senior Vice President & Controller
-4-
INDEX TO EXHIBITS
(c) Exhibits Page No.
-------- --------
1.1 Underwriting Agreement, dated March 25, 1998, between
the Company, the Trust and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Piper Jaffray Inc., Dain Rauscher
Incorporated, Morgan Stanley & Co. Incorporated, Prudential
Securities Incorporated and Smith Barney Inc. ...............
1.2 U.S. Bancorp Underwriting Agreement Standard Terms
(Capital Securities) (March 25, 1998). ......................
4.1 Officers' Certificate dated April 1, 1998 pursuant to
Sections 201 and 301 of the Indenture dated as of
November 15, 1997, between the Company and Wilmington
Trust Company, as Debenture Trustee (excluding exhibits
thereto). ...................................................
4.2 Specimen Preferred Security Certificate. ....................
4.3 Specimen Junior Subordinated Debenture. .....................
-5-