SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
U.S. BANCORP
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 41-0255900
(State of Incorporation or Organization) (IRS Employer
Identification Number)
800 NICOLLET MALL
MINNEAPOLIS, MINNESOTA 55402
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box: (x)
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box: ( )
Securities Act registration statement file number to which this form
relates: N/A
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class to be so Registered Each Class is to be Registered
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Preferred Share Purchase Rights New York Stock Exchange
The Boston Stock Exchange
The Philadelphia Stock Exchange
Chicago Stock Exchange
The Pacific Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
U. S. Bancorp, a Delaware corporation, supplements and amends
Items 1 and 2 of its Registration Statement on Form 8-A (File No. 001-06880),
filed with the Securities and Exchange Commission on February 28, 2001 (the
"Registration Statement"), as follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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The first two paragraphs of Item 1 of the Registration Statement are
deleted and replaced in their entirety by the following two paragraphs:
On February 27, 2001, the Board of Directors of U.S. Bancorp, a
Delaware corporation (the "Company"), declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, par value
$.01 per share. The dividend was payable on March 9, 2001 to the stockholders of
record on that date. The Rights were issued pursuant to a Rights Agreement,
dated as of February 28, 2001, by and between the Company and Firstar Bank,
N.A., as rights agent. On December 31, 2002, the Company entered into an Amended
and Restated Rights Agreement, pursuant to which Mellon Investor Services LLC, a
New Jersey limited liability company (the "Rights Agent"), was appointed rights
agent.
For those interested in the specific terms of the Amended and Restated
Rights Agreement, dated as of December 31, 2002, made between the Company and
the Rights Agent (the "Amended and Restated Rights Agreement"), we provide the
following summary description. Please note, however, that this description is
only a summary, and is not complete, and should be read together with the entire
Amended and Restated Rights Agreement, which has been filed as an exhibit to
this Amendment No. 1 to the Registration Statement on Form 8-A/A. A copy of the
Amended and Restated Rights Agreement is available free of charge from our
Company.
The last paragraph of Item 1 of the Registration Statement is deleted
and replaced in its entirety by the following:
The Amended and Restated Rights Agreement setting forth the terms of
the Rights is filed as an Exhibit hereto and is hereby incorporated herein by
reference. The foregoing summary description of the Rights does not purport to
be complete and is qualified in its entirety by reference to such Exhibit.
ITEM 2. EXHIBITS.
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Item 2 to the Registration Statement is hereby amended and supplemented
by the addition of the following:
4.2 Amended and Restated Rights Agreement, dated as of December 31,
2002, between the Company and Mellon Investor Services LLC, as
rights agent, which includes, as exhibits thereto: (i) the form
of the Certificate of Designations of the Series A Junior
Participating Preferred Stock of U.S. Bancorp; (ii) the form of
the Right Certificate; and (iii) the Summary of Rights to
Purchase Preferred Shares.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
U.S. BANCORP
By: /s/ Laura F. Bednarski
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Name: Laura F. Bednarski
Title: Vice President
Dated: December 31, 2002
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EXHIBIT LIST
No. Description
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4.2 Amended and Restated Rights Agreement, dated as of December 31,
2002, between the Company and Mellon Investor Services LLC, as
rights agent, which includes, as exhibits thereto: (i) the form of
the Certificate of Designations of the Series A Junior
Participating Preferred Stock of U.S. Bancorp; (ii) the form of
the Right Certificate; and (iii) the Summary of Rights to Purchase
Preferred Shares.
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