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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
U.S. Bancorp USB Capital III
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(Exact name of registrant as specified in charter) (Exact name of registrant as specified in its
Certificate of Trust)
Delaware Delaware
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(State of incorporation or organization) (State of incorporation or organization)
41-0255900 41-1899114
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(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
c/o U.S. Bancorp
601 Second Avenue South, 601 Second Avenue South
Minneapolis, Minnesota Minneapolis, Minnesota
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(Address of Principal Executive Offices) (Address of Principal Executive Offices)
55402 55402
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(Zip Code) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
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), 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), check the following box. [ ]
Securities Act registration statement file number to which this Form relates:
333-83643 and 333-59756.
Securities to be registered pursuant to Section 12(b) of the Act:
7.75% Trust Preferred Securities of USB Capital III (and the Guarantee of U.S.
Bancorp with respect thereto).
Securities to be registered pursuant to Section 12(g) of the Act: None.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
The descriptions set forth under the "Description of Capital
Securities," "Description of Junior Subordinated Debt Securities," "Description
of the Guarantee" and "Relationship among the Capital Securities, the
Corresponding Junior Subordinated Debt Securities and the Guarantees" in the
Prospectus included in the Registration Statements on Form S-3 (No. 333-83643)
of U.S. Bancorp and USB Capital III filed on July 23, 1999, are incorporated
herein by reference.
ITEM 2. EXHIBITS.
4.1 Junior Subordinated Indenture, between U.S. Bancorp and Wilmington
Trust Company, as Debenture Trustee, dated November 15, 1996
(incorporated by reference to Exhibit 4.1 to the Registrants'
Registration Statement on Form S-4, File No. 333-16991).
4.2 Certificate of Trust of USB Capital III (incorporated by reference to
Exhibit 4.5 to the Registrants' Registration Statement on Form S-3,
File No. 333-45211).
4.3 Form of Amended and Restated Trust Agreement between U.S. Bancorp,
Wilmington Trust Company, as Property Trustee and Delaware Trustee, and
the Administrative Trustees named therein (incorporated by reference to
Exhibit 4.12 to the Registrants' Registration Statement on Form S-3,
File No. 333-45211).
4.4 Form of Capital Security Certificate (included as part of Exhibit 4.3).
4.5 Form of Guarantee Agreement between U.S. Bancorp and Wilmington Trust
Company, as Guarantee Trustee (incorporated by reference to Exhibit
4.17 to the Registrants' Registration Statement on Form S-3, File No.
333-45211).
SIGNATURE
Pursuant to be 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, thereto duly authorized.
USB CAPITAL III
By: U.S. Bancorp, as Depositor
Date: April 19, 2001 By: /s/ Laura F. Bednarski
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Name: Laura F. Bednarski
Title: Vice President, Senior Corporate
Counsel and Assistant Secretary
U.S. BANCORP
Date: April 19, 2001 By: /s/ Laura F. Bednarski
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Name: Laura F. Bednarski
Title: Vice President, Senior Corporate
Counsel and Assistant Secretary
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INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Junior Subordinated Indenture, between U.S. Bancorp and
Wilmington Trust Company, as Debenture Trustee, dated November
15, 1996 (incorporated by reference to Exhibit 4.1 to the
Registrants' Registration Statement on Form S-4, File No.
333-16991).
4.2 Certificate of Trust of USB Capital III (incorporated by
reference to Exhibit 4.5 to the Registrants' Registration
Statement on Form S-3, File No. 333-45211).
4.3 Form of Amended and Restated Trust Agreement between U.S.
Bancorp, Wilmington Trust Company, as Property Trustee and
Delaware Trustee, and the Administrative Trustees named
therein (incorporated by reference to Exhibit 4.12 to the
Registrants' Registration Statement on Form S-3, File No.
333-45211).
4.4 Form of Capital Security Certificate (included as part of
Exhibit 4.3).
4.5 Form of Guarantee Agreement between U.S. Bancorp and
Wilmington Trust Company, as Guarantee Trustee (incorporated
by reference to Exhibit 4.17 to the Registrants' Registration
Statement on Form S-3, File No. 333-45211).
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