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): December 21, 2006
U.S. BANCORP
(Exact name of registrant as specified in its charter)
1-6880
(Commission File Number)
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DELAWARE
(State or other jurisdiction
of incorporation)
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41-0255900
(I.R.S. Employer
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:
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Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 21, 2006, U.S. Bancorp. (the “Company”) filed a Certificate of Designation with the
Delaware Secretary of State for the purpose of amending its Restated Certificate of Incorporation
to establish the preferences, limitations, voting powers and relative rights of its Series C
Non-Cumulative Perpetual Preferred Stock with a liquidation preference of $100,000 per share (the
“Series C Preferred Stock”). The Certificate of
Designation became effective upon filing with the
Delaware Secretary of State on December 21, 2006. A copy of the Certificate of Designation is
attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01 Other Events
On December 22, 2006, USB Realty Corp. (“USB Realty”), an indirect subsidiary of U.S. Bank National
Association (“U.S. Bank”), a national banking association and the principal bank subsidiary
of the Company, closed the sale of $500,000,000 of Fixed-to-Floating
Rate Exchangeable Non-Cumulative
Perpetual Series A Preferred Stock, liquidation preference $100,000 per security (the “Series A
preferred securities”). In connection with the offering of the Series A preferred securities, an
indirect subsidiary of U.S. Bank conveyed to USB Realty a portfolio of assets consisting of
mortgage-backed securities in
exchange for 100% of the Common Stock of USB Realty and the net proceeds from the offering of the
Series A preferred securities.
The Series A preferred securities were offered and sold in reliance on Rule 144A under the
Securities Act of 1933, as amended, only to persons who are “qualified institutional buyers” within
the meaning of Rule 144A and “qualified purchasers” within the meaning of Section 2(a)(51) of the
Investment Company Act of 1940, as amended. The proceeds from USB Realty’s offering of the Series A
preferred securities will be available to U.S. Bank and its affiliates for general corporate
purposes.
The Series A preferred securities do not have a stated maturity date. The Series A preferred
securities are not redeemable at the option of the holders. Subject to the prior approval of the
Office of the Comptroller of the Currency (the “OCC”), if
then so required, the Series A preferred securities will be
redeemable, at the option of USB Realty, subject, in certain
circumstances to USB Realty’s obligation to make certain
“make-whole” payments.
If the OCC so directs following the occurrence of a Conditional Exchange Event (defined below) each
Series A preferred security will be automatically exchanged for a share of Series C Preferred
Stock. “Conditional Exchange Event” means: (a) U.S. Bank becoming “undercapitalized” under the
OCC’s “prompt corrective action” regulations, (b) U.S. Bank being placed into conservatorship or
receivership or (c) the OCC, in its sole discretion, directing such exchange in anticipation of
U.S. Bank becoming “undercapitalized” in the near term or taking supervisory action that limits the
payment of dividends, as applicable, by U.S. Bank, and in connection therewith, directs such
exchange.
U.S. Bank has received confirmation from the OCC that the minority interest associated with the
Series A preferred securities will qualify as Tier 1 bank regulatory capital of U.S. Bank. The
Company expects to treat the minority interest associated with the Series A preferred securities as
Tier 1 capital at the Company level.
On December 22, 2006, in connection with the closing of the Series A preferred securities offering,
the Company entered into a Replacement Capital Covenant (the “RCC”), whereby the Company agreed for
the benefit of certain