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UNITED STATES
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): October 25, 2001
1-6880
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(Commission File Number)
U.S. BANCORP
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(Exact name of Registrant as specified in its charter)
DELAWARE 41-0255900
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(State of incorporation) (I.R.S. Employer
Identification Number)
U.S. Bank Place
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601 Second Avenue South, Minneapolis, Minnesota 55402-4302
(Address of Registrant's principal executive office)
(612) 973-1111
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(Registrant's telephone number)
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ITEM 5. OTHER EVENTS.
U.S. Bancorp, a Delaware corporation (the "Company"), and USB Capital IV, a
business trust formed under the laws of the State of Delaware (the "Trust"),
have entered into the Underwriting Agreement dated October 25, 2001, with
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc.
and U.S. Bancorp Piper Jaffray Inc., as representatives (the "Representatives")
of the underwriters named in Schedule I thereto (collectively, the
"Underwriters"), which incorporates by reference the U.S. Bancorp Underwriting
Agreement Standard Provisions (Capital Securities) (October 25, 2001), for the
public offering of $500,000,000 aggregate principal amount of the Trust's 7.35%
Trust Preferred Securities (the "Capital Securities") representing preferred
beneficial interests in the Trust. The Capital Securities will be fully,
irrevocably and unconditionally guaranteed on a subordinated basis by the
Company pursuant to a Guarantee Agreement dated November 1, 2001 (the
"Guarantee") between the Company and First Union Trust Company, National
Association, as Guarantee Trustee. The proceeds from the sale of the Capital
Securities, together with the proceeds from the sale by the Trust of its common
securities are to be invested in 7.35% Junior Subordinated Debentures of the
Company (the "Junior Subordinated Debentures"), due November 1, 2031 (or such
date to which the maturity of the Junior Subordinated Debentures may be
extended, as described in the Prospectus Supplement dated October 25, 2001), to
be issued pursuant to a Junior Subordinated Indenture (the "Indenture") dated
November 15, 1996 between the Company and Wilmington Trust Company, as Debenture
Trustee, and the Officers' Certificate dated November 1, 2001, pursuant to
Section 3.1 of the Indenture. The Preferred Securities, the Junior Subordinated
Debentures and the Guarantee have been registered under the Securities Act of
1933, as amended (the "Securities Act"), by a registration statement on Form S-3
(File No. 333-65358).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement, dated October 25, 2001, between the
Company, the Trust and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Salomon Smith Barney Inc. and U.S. Bancorp Piper
Jaffray Inc., as Representatives of the Underwriters.
1.2 U.S. Bancorp Underwriting Agreement Standard Terms (Capital
Securities) (October 25, 2001).
4.1 Form of Officers' Certificate dated November 1, 2001 pursuant to
Section 3.1 of the Junior Subordinated Indenture dated as of
November 15, 1996, between the Company and Wilmington Trust
Company, as Debenture Trustee (excluding exhibits thereto).
4.2 Specimen Preferred Security Certificate (included as part of
Exhibit 4.4).
4.3 Specimen Junior Subordinated Debenture (included as part of
Exhibit 4.4).
4.4 Form of Amended and Restated Trust Agreement dated November 1,
2001 between U.S. Bancorp, First Union Trust Company, National
Association, as Property Trustee and Delaware Trustee, and the
Administrative Trustees named therein.
4.5 Form of Guarantee Agreement dated November 1, 2001 between U.S.
Bancorp and First Union Trust Company, National Association, as
Guarantee Trustee.
25.1 Form T-1 Statement of Eligibility of First Union Trust Company,
National Association, to act as trustee under the Amended and
Restated Trust Agreement.
25.2 Form T-1 Statement of Eligibility of First Union Trust Company,
National Association, under the Guarantee for the benefit of the
holders of Capital Securities.
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: October 31, 2001
U.S. BANCORP
By: /s/ Terrance R. Dolan
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Name: Terrance R. Dolan
Title: Executive Vice President and
Controller
INDEX TO EXHIBITS
1.1 Underwriting Agreement, dated October 25, 2001, between the Company, the
Trust and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith
Barney Inc. and U.S. Bancorp Piper Jaffray Inc., as Representatives of the
Underwriters.
1.2 U.S. Bancorp Underwriting Agreement Standard Terms (Capital Securities)
(October 25, 2001)
4.1 Form of Officers' Certificate dated November 1, 2001 pursuant to Section
3.1 of the Indenture dated as of November 15, 1996, between the Company and
Wilmington Trust Company, as Debenture Trustee (excluding exhibits
thereto).
4.2 Specimen Preferred Security Certificate (included as part of Exhibit 4.4).
4.3 Specimen Junior Subordinated Debenture (included as part of Exhibit 4.4).
4.4 Form of Amended and Restated Trust Agreement dated November 1, 2001 between
U.S. Bancorp, First Union Trust Company, National Association, as Property
Trustee and Delaware Trustee, and the Administrative Trustees named
therein.
4.5 Form of Guarantee Agreement dated November 1, 2001 between U.S. Bancorp and
First Union Trust Company, National Association, as Guarantee Trustee.
25.1 Form T-1 Statement of Eligibility of First Union Trust Company, National
Association, to act as trustee under the Amended and Restated Trust
Agreement.
25.2 Form T-1 Statement of Eligibility of First Union Trust Company, National
Association, under the Guarantee for the benefit of the holders of Capital
Securities.