Exhibit 1.1
UNDERWRITING AGREEMENT
March 25, 1998
U.S. Bancorp
USB Capital II
601 Second Avenue South
Minneapolis, MN 55402
Ladies and Gentlemen:
We (the "Representatives") understand that USB Capital II, a business trust
formed under the laws of the State of Delaware (the "Trust"), and U.S. Bancorp,
a Delaware corporation, as depositor of the Trust and as guarantor (the
"Guarantor"), propose that the Trust issue an aggregate of 14,000,000, 7.20%
Trust Originated Preferred Securities (liquidation amount $25 per Preferred
Security) (the "Offered Securities") representing preferred beneficial interests
in the Trust. The Guarantor and the Trust have also granted to the Underwriters
(as hereinafter defined) an option to purchase up to 2,100,000 additional 7.20%
Trust Originated Preferred Securities (liquidation amount $25 per Preferred
Security) (the "Optional Securities" together with the Offered Securities, the
"Securities") representing preferred beneficial interests in the Trust. The
proceeds of the sale of the Securities, together with the proceeds of the sale
by the Trust of its common securities (liquidation amount $25 per common
security) (the "Common Securities"), are to be invested in 7.20% Junior
Subordinated Deferrable Interest Debentures of the Guarantor (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), to be issued pursuant to an Indenture (the "Indenture")
dated as of November 15, 1996 between the Guarantor and Wilmington Trust
Company, as trustee (the "Debenture Trustee").
The Guarantor will, through the Indenture, the Junior Subordinated
Debentures, the Amended and Restated Trust Agreement dated as of April 1, 1998
(the "Trust Agreement") among the Guarantor, as Depositor to the Trust,
Wilmington Trust Company, as Delaware Trustee and Property Trustee, and the
Administrative Trustees named therein (collectively, the "Trustees"), the
Guarantee Agreement dated as of April 1, 1998 (the "Guarantee") between the
Guarantor and Wilmington Trust Company, as trustee (the "Guarantee Trustee"),
and the Expense Agreement dated as of April 1, 1998 between the Guarantor and
the trustees named
therein, taken together, fully, irrevocably and unconditionally guarantee on a
subordinated basis all of the Trust's obligations under the Securities.
Subject to the terms and conditions set forth herein and incorporated by
reference herein, the Guarantor and the Trust hereby agree that the Trust shall
sell to each of the underwriters named in Schedule I (the "Underwriters"), and
each of the Underwriters agrees, severally and not jointly, to purchase the
numbers of the Offered Securities set forth opposite the name of such
Underwriter at a purchase price of $25 per Offered Security, plus accrued
distributions, if any (the "Purchase Price").
Subject to the terms and conditions set forth herein and incorporated by
referenced herein, the Guarantor and the Trust hereby grant to the several
Underwriters an option to purchase all or any portion of the Optional Securities
at the Purchase Price for use solely in covering any over-allotments made by the
Underwriters in the sale and distribution of the Offered Securities. The option
granted hereunder may be exercised at any time (but not more than once) within
30 days after the effective date of this Agreement upon notice (confirmed in
writing) by the Representatives to the Guarantor and the Trust setting forth the
aggregate number of Optional Securities as to which the several Underwriters are
exercising the option, the names and denominations in which the certificates for
such Optional Securities are to be registered and the date and time, as
determined by the Representatives when such Optional Securities are to be
delivered. No Optional Securities shall be sold and delivered unless the
Offered Securities have been, or simultaneously are, sold and delivered.
Notwithstanding the foregoing, the option granted hereunder shall not be
exercised without the prior consent of the Guarantor and the Trust.
As compensation to the Underwriters for the commitments hereunder, and in
view of the fact that the proceeds of the sale of the Securities will be used by
the Trust to purchase the Junior Subordinated Debentures of the Guarantor, the
Guarantor hereby agrees to pay at each Closing Date to the Representatives, for
the accounts of the several Underwriters, an amount equal to $.7875 per Security
for the Securities to be delivered at the Closing Date.
At each Closing Date, the Guarantor will pay, or cause to be paid, the
commission payable to the Underwriters under the preceding paragraph in federal
(same day) funds.
The Securities shall have the terms set forth in the Prospectus Supplement
dated March 25, 1998.
Except as otherwise provided herein, all the provisions contained in the
document entitled "U.S. Bancorp Underwriting Agreement Standard Provisions
(Capital Securities) (March 25, 1998)" (the "Standard Underwriting Agreement")
are herein incorporated by reference in their entirety and shall be deemed to be
a part of
this Underwriting Agreement to the same extent as if such provisions had been
set forth in full herein. Capitalized terms used herein and not otherwise
defined herein shall have the meanings given to them in the Standard
Underwriting Agreement.
Certificates for the Offered Securities purchased by each Underwriter shall
be delivered by or on behalf of the Trust to the Representatives for the account
of such Underwriter, against payment by such Underwriter or on its behalf of the
Purchase Price therefor in federal (same day) funds, on the "Closing Date,"
which shall be 10:00 AM ( New York City time) on April 1, 1998 at the offices of
Davis Polk & Wardwell, 450 Lexington Avenue, New York, NY 10017, or at such
other place and time as the Representatives, the Guarantor and the Trust may
agree upon in writing.
Certificates for the Optional Securities purchased by each Underwriter
shall be delivered by or on behalf of the Trust to the Representatives for the
account of such Underwriter, against payment by such Underwriter or on its
behalf of the Purchase Price therefor in federal (same day) funds, on the second
"Closing Date," which shall be 10:00 AM ( New York City time) on the date
determined by the Representatives and of which the Guarantor and the Trust have
received notice as provided by which shall not be earlier than three business
days or later than five business days after the exercise of the option, or at
such other time that may be agreed upon by the Representatives, the Guarantor
and the Trust, at the offices of Davis Polk & Wardwell, 450 Lexington Avenue,
New York, NY 10017, or at such other place and time as the Representatives, the
Guarantor and the Trust may agree upon in writing.
This document may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same document.
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below and returning the signed copy to
us.
MERRILL LYNCH, PIERCE FENNER & SMITH
INCORPORATED
PIPER JAFFRAY INC.
DAIN RAUSCHER INCORPORATED
MORGAN STANLEY DEAN WITTER
PRUDENTIAL SECURITIES INCORPORATED
SALOMON SMITH BARNEY
By: Merrill Lynch, Pierce Fenner & Smith
Incorporated
By: /s/ Lee Shavel
----------------------------
Its:
-------------------------------------
Accepted by:
U.S. BANCORP, as Guarantor
By: /s/ Kenneth D. Nelson
---------------------------------
Name: Kenneth D. Nelson
Title: Vice President
USB CAPITAL II
By: U.S. Bancorp, as Depositor
By: /s/ Kenneth D. Nelson
---------------------------------
Name: Kenneth D. Nelson
Title: Vice President
SCHEDULE I
Underwriters' Commitment
------------------------
Merrill Lynch, Pierce, Fenner & Smith 1,650,000
Incorporated
Piper Jaffray Inc. 1,630,000
Dain Rauscher Incorporated 1,630,000
Morgan Stanley & Co. Incorporated 1,630,000
Prudential Securities Incorporated 1,630,000
Smith Barney Inc. 1,630,000
BT Alex. Brown Incorporated 140,000
Robert W. Baird & Co. Incorporated 140,000
Bear, Stearns & Co. Inc. 140,000
CIBC Oppenheimer Corp. 140,000
Cowen & Company 140,000
Donaldson, Lufkin & Jenrette Securities
Corporation 140,000
A.G. Edwards & Sons, Inc. 140,000
EVEREN Securities, Inc. 140,000
Goldman, Sachs & Co. 140,000
Legg Mason Wood Walker, Incorporated 140,000
Lehman Brothers Inc. 140,000
J.P. Morgan Securities Inc. 140,000
Raymond James & Associates, Inc. 140,000
The Robinson-Humphrey Company, LLC 140,000
Tucker Anthony Incorporated 140,000
US Clearing Corp. 140,000
Wheat First Securities, Inc. 140,000
Advest, Inc. 70,000
Blaylock & Partners, L.P. 70,000
J.C. Bradford & Co. 70,000
D.A. Davidson & Co. 70,000
Fahnestock & Co. Inc. 70,000
First Albany Corporation 70,000
First of Michigan Corporation 70,000
Gibraltar Securities Co. 70,000
Gruntal & Co., L.L.C. 70,000
Interstate/ Johnson Lane Corporation 70,000
Janney Montgomery Scott Inc. 70,000
Josephthal & Co. Inc. 70,000
Kirpatrick, Pettis, Smith, Polian Inc. 70,000
McDonald & Company Securities, Inc. 70,000
Mesirow Financial, Inc. 70,000
Morgan Keegan & Company, Inc. 70,000
The Ohio Company 70,000
Underwriters' Commitment
------------------------
Olde & Co., Incorporated 70,000
Pryor, McClendon, Counts & Co., Inc. 70,000
Roney & Co., LLC 70,000
Scott & Stringfellow, Inc. 70,000
Stephens Inc. 70,000
Stifel, Nicolaus & Company, Incorporated 70,000
Stone & Youngberg 70,000
TD Securities (USA) Inc. 70,000
Trilon International Inc. 70,000
----------
TOTAL 14,000,000
----------
----------