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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): August 3, 2001
1-6880
(Commission File Number)
U.S. BANCORP
(Exact name of Registrant as specified in its charter)
DELAWARE 41-0255900
(State of incorporation) (I.R.S. Employer
Identification Number)
U.S. Bank Place
601 Second Avenue South, Minneapolis, Minnesota 55402-4302
(Address of Registrant's principal executive office)
(612) 973-1111
(Registrant's telephone number)
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ITEM 5. OTHER EVENTS.
U.S. Bancorp (the "Company") has entered into a Distribution Agreement
with ABN AMRO Incorporated, Banc of America Securities LLC, Barclays Capital
Inc., Bear, Stearns & Co. Inc., Credit Suisse First Boston Corporation, Goldman,
Sachs & Co., J.P. Morgan Securities Inc., Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon
Smith Barney, Inc. and U.S. Bancorp Piper Jaffray Inc. for the public offering
of up to $5,000,000,000 aggregate principal amount of its Medium-Term Notes,
Series N (Senior) (the "Series N 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 August 3, 2001, pursuant to Sections 201, 301 and 303 of the
Senior Notes Indenture and/or, its Medium-Term Notes, Series O (the "Series O
Notes" and, together with the Series N 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, NA., as Subordinated Note Trustee,
and the Officers' Certificate and Company Order dated August 3, 2001, 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. 333-65358.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Distribution Agreement between the Company and ABN AMRO
Incorporated, Banc of America Securities LLC, Barclays
Capital Inc., Bear, Stearns & Co. Inc., Credit Suisse First
Boston Corporation, Goldman, Sachs & Co., J.P. Morgan
Securities Inc., Lehman Brothers Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated, Salomon Smith Barney, Inc. and U.S. Bancorp
Piper Jaffray Inc., as Agents.
4.1 Officers' Certificate and Company Order dated August 3, 2001,
pursuant to Sections 201, 301 and 303 of the Senior Note
Indenture (excluding exhibits thereto).
4.2 Officers' Certificate and Company Order dated August 3, 2001,
pursuant to Sections 201, 301 and 303 of the Subordinated
Note Indenture (excluding exhibits thereto).
4.3 Specimen of Notes:
(a) Series N Fixed Rate Note;
(b) Series N Floating Rate Note;
(c) Series N Original Issue Discount Zero Coupon Note;
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(d) Series N Original Issue Discount Fixed Rate Note;
(e) Series O Fixed Rate Note;
(f) Series O Floating Rate Note;
(g) Series O Original Issue Discount Zero Coupon Note; and
(h) Series O Original Issue Discount Fixed Rate Note.
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.
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: August 3, 2001
U.S. BANCORP
By: /s/ Terrance R. Dolan
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Name: Terrance R. Dolan
Title: Senior Vice President and Controller
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INDEX TO EXHIBITS
1.1 Distribution Agreement between the Company and ABN
AMRO Incorporated, Banc of America Securities LLC,
Barclays Capital Inc., Bear, Stearns & Co. Inc.,
Credit Suisse First Boston Corporation, Goldman,
Sachs & Co., J.P. Morgan Securities Inc., Lehman
Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated,
Salomon Smith Barney, Inc. and U.S. Bancorp Piper
Jaffray Inc., as Agents.
4.1 Officers' Certificate and Company Order dated
August 3, 2001, pursuant to Sections 201, 301 and 303
of the Senior Note Indenture (excluding exhibits
thereto).
4.2 Officers' Certificate and Company Order dated
August 3, 2001, pursuant to Sections 201, 301 and 303
of the Subordinated Note Indenture (excluding exhibits
thereto).
4.3 Specimen of Notes:
(a) Series N Fixed Rate Note;
(b) Series N Floating Rate Note;
(c) Series N Original Issue Discount Zero Coupon
Note;
(d) Series N Original Issue Discount Fixed Rate
Note;
(e) Series O Fixed Rate Note;
(f) Series O Floating Rate Note;
(g) Series O Original Issue Discount Zero Coupon
Note; and
(h) Series O Original Issue Discount Fixed Rate Note.