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): May 4, 2007

U.S. BANCORP
(Exact name of registrant as specified in its charter)

1-6880
(Commission File Number)

DELAWARE

 

41-0255900

(State or other jurisdiction

 

(I.R.S. Employer

of incorporation)

 

Identification Number)

 

800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of principal executive offices and zip code)

(651) 466-3000
(Registrant’s telephone number, including area code)

(not applicable)
(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 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

The following Exhibits are incorporated by reference into the Registration Statement on Form S-3 (File No. 333-132297) of U.S. Bancorp as exhibits thereto and are filed as part of this Current Report.

4.1

 

Indenture dated as of February 6, 2007 among U.S. Bancorp, Wilmington Trust Company, as Trustee and U.S. Bank Trust National Association, as Authenticating Agent, Calculation Agent, Conversion Agent, Paying Agent and Registrar.

 

 

 

4.2

 

Registration Rights Agreement dated as of February 6, 2007 between U.S. Bancorp and Deutsche Bank Securities Inc.

 

 

 

4.3

 

Form of Floating Rate Convertible Senior Debenture due 2037 (included in Exhibit 4.1).

 

 

 

25.1

 

Form T-1 Statement of Eligibility of Wilmington Trust Company to act as Trustee with respect to the Indenture dated as of February 6, 2007.

 




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:  May 4, 2007

U.S. BANCORP

 

 

 

 

 

 

 

By:

 

/s/ Lee R. Mitau

 

Name:

Lee R. Mitau

 

Title:

Executive Vice President, Secretary and
General Counsel

 




INDEX TO EXHIBITS

Exhibit No.

 

 

 

 

 

4.1

 

Indenture dated as of February 6, 2007 among U.S. Bancorp, Wilmington Trust Company, as Trustee and U.S. Bank Trust National Association, as Authenticating Agent, Calculation Agent, Conversion Agent, Paying Agent and Registrar.

 

 

 

4.2

 

Registration Rights Agreement dated as of February 6, 2007 between U.S. Bancorp and Deutsche Bank Securities Inc.

 

 

 

4.3

 

Form of Floating Rate Convertible Senior Debenture due 2037 (included in Exhibit 4.1).

 

 

 

25.1

 

Form T-1 Statement of Eligibility of Wilmington Trust Company to act as Trustee with respect to the Indenture dated as of February 6, 2007.