Attached files
file | filename |
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EX-1.1 - EX-1.1 - US BANCORP \DE\ | c55071exv1w1.htm |
EX-8.1 - EX-8.1 - US BANCORP \DE\ | c55071exv8w1.htm |
EX-4.1 - EX-4.1 - US BANCORP \DE\ | c55071exv4w1.htm |
EX-4.4 - EX-4.4 - US BANCORP \DE\ | c55071exv4w4.htm |
EX-1.2 - EX-1.2 - US BANCORP \DE\ | c55071exv1w2.htm |
EX-4.5 - EX-4.5 - US BANCORP \DE\ | c55071exv4w5.htm |
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
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 10, 2009
U.S. BANCORP
(Exact name of registrant as specified in its charter)
1-6880
(Commission File Number)
(Commission File Number)
DELAWARE | 41-0255900 | |
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification Number) |
800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of principal executive offices and zip code)
Minneapolis, Minnesota 55402
(Address of principal executive offices and zip code)
(651) 466-3000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
(not applicable)
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01. Other Events.
U.S. Bancorp, a Delaware corporation (the Company), and USB Capital XIII, a statutory trust
formed under the laws of the State of Delaware (the Trust), closed on December 10, 2009 the
public offering of $500,000,000 aggregate principal amount of the Trusts 6.625% Trust Preferred
Securities (the Capital Securities), representing preferred beneficial interests in the Trust,
pursuant to an Underwriting Agreement dated December 7, 2009,
among the Company, the Trust and
Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC and U.S. Bancorp Investments,
Inc. (collectively, the Underwriters), which incorporates by reference the U.S. Bancorp Underwriting
Agreement Standard Provisions (Capital Securities) (December 7, 2009). The Capital Securities are
fully, irrevocably and unconditionally guaranteed on a subordinated basis by the Company pursuant
to a Guarantee Agreement (the Guarantee) between the Company and Wilmington Trust Company, 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, were invested by the Trust in 6.625% junior
subordinated debentures (the Debentures), due 2039, issued pursuant to a Junior Subordinated
Indenture (the Indenture) dated April 28, 2005, as supplemented by the First Supplemental
Indenture dated August 3, 2005, as supplemented by the Second
Supplemental Indenture dated December
29, 2005, as supplemented by the Third Supplemental Indenture dated March 17, 2006, as supplemented
by the Fourth Supplemental Indenture dated April 12, 2006, as supplemented by the Fifth
Supplemental Indenture dated August 30, 2006, as supplemented by the Sixth Supplemental Indenture
dated February 1, 2007 and as supplemented by the Seventh
Supplemental Indenture dated as of December 10,
2009 between the Company and Wilmington Trust Company, as successor trustee to Delaware Trust
Company, National Association, as Debenture Trustee. The Capital Securities, the Debentures and the
Guarantee have been registered under the Securities Act of 1933, as amended, by a registration
statement on Form S-3, as thereby amended (File No. 333-150298)
(the Registration Statement).
This
report is also being filed for the purpose of filing as exhibits the
documents listed in Item 9.01 below, which are hereby incorporated by
reference into the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1
|
Underwriting Agreement, dated December 7, 2009, among U.S. Bancorp, the Trust and Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC and U.S. Bancorp Investments, Inc. | |
1.2
|
U.S. Bancorp Underwriting Agreement Standard Provisions (Capital Securities) (December 7, 2009). | |
4.1
|
Seventh Supplemental Indenture dated as of December 10, 2009, between U.S. Bancorp and Wilmington Trust Company, as successor trustee (Annexes B and C to the Seventh Supplemental Indenture are set forth in Exhibits 4.4 and 4.5, respectively). | |
4.2
|
Specimen Capital Security Certificate (included as part of Exhibit 4.4). | |
4.3
|
Specimen 6.625% Junior Subordinated Debentures, due 2039 (included as part of Exhibit 4.1). | |
4.4
|
Amended and Restated Trust Agreement dated as of December 10, 2009 among U.S. Bancorp, Wilmington Trust Company, as Delaware Trustee and Property Trustee and the Administrative Trustees named therein. | |
4.5
|
Guarantee Agreement dated as of December 10, 2009 between U.S. Bancorp and Wilmington Trust Company, as Guarantee Trustee. | |
8.1
|
Tax Opinion of Squire, Sanders & Dempsey L.L.P. | |
23.1
|
Consent of Squire, Sanders & Dempsey L.L.P. (included in Exhibit 8.1). |
SIGNATURE
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.
U.S. BANCORP |
||||
Date: December 10, 2009 | By: | /s/ Lee R. Mitau | ||
Lee R. Mitau | ||||
Executive Vice President, General Counsel and Secretary |
EXHIBIT INDEX
1.1
|
Underwriting Agreement, dated December 7, 2009, among U.S. Bancorp, the Trust and Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC and U.S. Bancorp Investments, Inc. | |
1.2
|
U.S. Bancorp Underwriting Agreement Standard Provisions (Capital Securities) (December 7, 2009). | |
4.1
|
Seventh Supplemental Indenture dated as of December 10, 2009, between U.S. Bancorp and Wilmington Trust Company, as successor trustee (Annexes B and C to the Seventh Supplemental Indenture are set forth in Exhibits 4.4 and 4.5, respectively). | |
4.2
|
Specimen Capital Security Certificate (included as part of Exhibit 4.4). | |
4.3
|
Specimen 6.625% Junior Subordinated Debentures, due 2039 (included as part of Exhibit 4.1). | |
4.4
|
Amended and Restated Trust Agreement dated as of December 10, 2009 among U.S. Bancorp, Wilmington Trust Company, as Delaware Trustee and Property Trustee and the Administrative Trustees named therein. | |
4.5
|
Guarantee Agreement dated as of December 10, 2009 between U.S. Bancorp and Wilmington Trust Company, as Guarantee Trustee. | |
8.1
|
Tax Opinion of Squire, Sanders & Dempsey L.L.P. | |
23.1
|
Consent of Squire, Sanders & Dempsey L.L.P. (included in Exhibit 8.1). |