As filed with the Securities and Exchange Commission on March 7, 2001
Registration No. 333-48532
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
U.S. BANCORP
(Exact name of registrant as specified in its charter)
Delaware 41-0255900
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
U.S. Bank Place
601 Second Avenue South 55402-4302
Minneapolis, MN (Zip code)
(Address of Principal Executive Offices)
Firstar Corporation Thrift Savings Plan
Firstar Corporation 1999 Employee Stock Incentive Plan
Firstar Corporation 1998 Incentive Stock Option Plan
Firstar Corporation 1998 Employee Stock Incentive Plan
Star Banc Corporation 1986 Stock Incentive Plan
Star Banc Corporation 1991 Amended And Restated Stock Incentive Plan
Star Banc Corporation 1993 Stock Option Plan For Employees
Star Banc Corporation 1996 Starshare Incentive Plan For Employees
Star Banc Corporation 1996 Stock Incentive Plan
Star Banc Corporation Director Stock Incentive Plan
Great Financial Corporation Stock Plan
Trans Financial Corporation 1998 Stock Option Plan
Trans Financial Corporation 1990 Stock Option Plan
Trans Financial Corporation 1992 Stock Option Plan
Trans Financial Corporation 1994 Stock Option Plan
Trans Financial Corporation 1995 Executive Plan
Trans Financial Corporation 1996 Consolidated Stock Plan
Mercantile Bancorporation Inc. 2000 Employee Stock Option Plan
Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan
Mercantile Bancorporation Inc. Amended and Restated Voluntary Deferred
Compensation Plan
Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan for
Non-Employee Directors
Mercantile Bancorporation Inc. Voluntary Deferred Compensation Plan for
Non-Employee Affiliate Directors and Advisory Directors
Mercantile Bancorporation Inc. 1994 Stock Incentive Plan
Mercantile Bancorporation Inc. 1994 Stock Incentive Plan for Non-Employee
Directors
Mercantile Bancorporation Inc. Horizon Investment and Savings Plan
(Full title of the Plans)
LEE R. MITAU, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
U.S. BANK PLACE
601 SECOND AVENUE SOUTH
MINNEAPOLIS, MN 55402-4302
(Name and address of agent for service)
(612) 973-1111
(Telephone number, including area code, of agent for service)
copies to:
EDWARD D. HERLIHY, ESQ. MITCHELL S. EITEL, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ SULLIVAN & CROMWELL
51 W. 52ND STREET 125 BROAD STREET
NEW YORK, NY 10019 NEW YORK, NY 10004
(212) 403-1000 (212) 558-4000
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 on Form S-8 amends Registration
Statement No. 333-48532 which was previously filed on Form S-4 (the "Original
Registration Statement") in connection with the merger (the "Merger") of Firstar
Corporation, a Wisconsin corporation ("Firstar") with and into U.S. Bancorp, a
Delaware corporation ("U.S. Bancorp" or the "Registrant"), pursuant to an
Agreement and Plan of Merger, dated as of October 3, 2000, as amended as of
October 23, 2000 and December 18, 2000 (the "Merger Agreement"). The Original
Registration Statement as amended by this Post-Effective Amendment No. 1 is
referred to herein as the "Registration Statement." In connection with the
filing of the Original Registration Statement, 1,002,000,000 shares of U.S.
Bancorp common stock ("U.S. Bancorp Common Stock") were registered with the
Securities and Exchange Commission (the "Commission") and the applicable filing
fee was paid. The number of shares so registered pursuant to the Original
Registration Statement were those shares expected to be issued in connection
with the Merger, including shares necessary to be distributed, or reserved for
issuance, to Firstar employees and directors in connection with certain employee
benefit plans of Firstar in effect at the time of the Merger as listed on the
cover of this Post-Effective Amendment No. 1 (the "Firstar Plans"). Pursuant to
the terms of the Merger Agreement, upon the consummation of the Merger, which
was completed on February 27, 2001, all outstanding Firstar stock options
exercisable for common stock of Firstar (the "Firstar Common Stock") under the
Firstar Plans were converted into stock options exercisable for U.S. Bancorp
Common Stock on the same terms and conditions as were in effect immediately
prior to the effective time of the Merger. In addition, the Firstar Plans have
been or will be amended to provide for the issuance of U.S. Bancorp Common Stock
in lieu of Firstar Common Stock, as provided in the relevant plan, after the
effective time of the Merger.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents heretofore filed by U.S. Bancorp
(File No. 1-06880) with the Commission are incorporated by reference in the
Registration Statement:
(a) U.S. Bancorp's Annual Report on Form 10-K for the year ended
December 31, 2000;
(b) U.S. Bancorp's Current Reports on Form 8-K dated March 6, 2001,
February 28, 2001 and January 22, 2001;
(c) the description of U.S. Bancorp Common Stock contained in the
registration statement on Form 8-A dated March 19, 1984, as amended in its
entirety by the Form 8 Amendment dated February 26, 1993 and the
Form 8-A/A-2 dated October 6, 1994, filed pursuant to Section 12 of the
Exchange Act, including any amendment or report filed with the Commission
for the purpose of updating such description; and
(d) the description of U.S. Bancorp's Preferred Share Purchase Rights
included in its Registration Statement on Form 8-A dated February 28,
2001, including any amendment or report filed with the Commission for the
purpose of updating such description.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date hereof and prior to the
filing of a post-effective amendment that indicates all securities offered have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of such filing. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any other subsequently filed document that also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part hereof.
Item 4. Description of Securities
-------------------------
This item is inapplicable as the securities to be offered are registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
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This item is inapplicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors and officers of a Delaware corporation under
certain circumstances against expenses, judgments and the like in connection
with actions, suits or proceedings. Article VI of the Restated Bylaws of the
Registrant provides for broad indemnification of directors and officers.
The Registrant also maintains insurance coverage relating to certain
liabilities of directors and officers. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"), may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed
-----------------------------------
This item is inapplicable.
Item 8. Exhibits
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This Registration Statement includes the following Exhibits:
Exhibit
Number Description of Exhibits
------- -----------------------
2.1 Agreement and Plan of Merger, dated as of October 3, 2000, as
amended as of October 23, 2000 and December 18, 2000, by and between
Firstar Corporation, a Wisconsin corporation, and U.S. Bancorp, a
Delaware corporation (incorporated by reference to Appendix A of
U.S. Bancorp's Registration Statement on Form S-4, filed on January
11, 2001).
4.1 Restated Certificate of Incorporation of U.S. Bancorp (incorporated
by reference to Exhibit 3.1 to U.S. Bancorp's Annual Report on Form
10-K for the year ended December 31, 2000, filed on March 1, 2001).
4.2 Restated Bylaws of U.S. Bancorp (incorporated by reference to
Exhibit 3.2 to U.S. Bancorp's Annual Report on Form 10-K for the
year ended December 31, 2000, filed on March 1, 2001).
4.3 Rights Agreement, dated as of February 27, 2001, by and between U.S.
Bancorp and Firstar Bank N.A., as rights agent (incorporated by
reference to Exhibit 4.1 to U.S. Bancorp's Registration Statement on
Form 8-A filed on February 28, 2001).
5.1 Opinion of Sullivan & Cromwell as to the legality of securities
being issued*
23.1 Consent of Ernst & Young LLP
23.2 Consent of Sullivan & Cromwell (included in Exhibit 5.1 hereof)
24.1 Powers of Attorney
-------------------------------
* Previously filed.
Item 9. Undertakings
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The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act.
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that paragraphs (l)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial BONA FIDE
offering thereof.
(5) That, insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of Registrant pursuant to Registrant's indemnification provisions,
or otherwise, Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
such Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by Registrant
of expenses incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS POST-EFFECTIVE
AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT ON FORM S-4 TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
MINNEAPOLIS, STATE OF MINNESOTA, ON MARCH 7, 2001.
U.S. BANCORP
By: /S/ JERRY A. GRUNDHOFER
---------------------------------------
Jerry A. Grundhofer
President and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT ON FORM S-4
HAS BEEN SIGNED ON MARCH 7, 2001, BY THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED:
Signature Date
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/s/ JERRY A. GRUNDHOFER March 7, 2001
-----------------------------------
Jerry A. Grundhofer
President and Chief Executive Officer
(principal executive officer)
/s/ DAVID MOFFETT March 7, 2001
-----------------------------------
David Moffett
Chief Financial Officer
(principal financial officer)
/s/ TERRANCE DOLAN March 7, 2001
-----------------------------------
Terrance Dolan
Controller
(principal accounting officer)
* March 7, 2001
-----------------------------------
Victoria Buyniski Gluckman, Director
* March 7, 2001
-----------------------------------
John C. Dannemiller, Director
* March 7, 2001
-----------------------------------
J.P. Hayden, Jr., Director
* March 7, 2001
-----------------------------------
Thomas H. Jacobsen, Director
* March 7, 2001
-----------------------------------
Sheldon B. Lubar, Director
* March 7, 2001
-----------------------------------
Frank Lyon, Jr., Director
* March 7, 2001
-----------------------------------
Daniel F. McKeithan, Jr., Director
* March 7, 2001
-----------------------------------
David B. O'Maley, Director
* March 7, 2001
-----------------------------------
Thomas E. Petry, Director
* March 7, 2001
-----------------------------------
John J. Stollenwerk, Director
* March 7, 2001
-----------------------------------
Patrick T. Stokes, Director
* March 7, 2001
-----------------------------------
John F. Grundhofer, Director
* March 7, 2001
-----------------------------------
Linda L. Ahlers, Director
* March 7, 2001
-----------------------------------
Arthur D. Collins, Jr., Director
* March 7, 2001
-----------------------------------
Joel W. Johnson, Director
* March 7, 2001
-----------------------------------
S. Walter Richey, Director
Index to Exhibits
-----------------
Exhibit
Number Description of Exhibits
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2.1 Agreement and Plan of Merger, dated as of October 3, 2000, as
amended as of October 23, 2000 and December 18, 2000, by and between
Firstar Corporation, a Wisconsin corporation, and U.S. Bancorp, a
Delaware corporation (incorporated by reference to Appendix A of
U.S. Bancorp's Registration Statement on Form S-4 filed on January
11, 2001).
4.1 Restated Certificate of Incorporation of U.S. Bancorp (incorporated
by reference to Exhibit 3.1 to U.S. Bancorp's Annual Report on Form
10-K for the year ended December 31, 2000, filed on March 1, 2001).
4.2 Restated Bylaws of U.S. Bancorp (incorporated by reference to
Exhibit 3.2 to U.S. Bancorp's Annual Report on Form 10-K for the
year ended December 31, 2000, filed on March 1, 2001).
4.3 Rights Agreement, dated as of February 27, 2001, by and between U.S.
Bancorp and Firstar Bank N.A., as rights agent (incorporated by
reference to Exhibit 4.1 to U.S. Bancorp's Registration Statement on
Form 8-A filed on February 28, 2001).
5.1 Opinion of Sullivan & Cromwell as to legality of securities being
issued*
23.1 Consent of Ernst & Young LLP
23.2 Consent of Sullivan & Cromwell (included in Exhibit 5.1 hereof)
24.1 Powers of Attorney