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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): February 27, 2001
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(Commission File Number)
U.S. BANCORP
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(Exact name of Registrant as specified in its charter)
DELAWARE 41-0255900
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(State of incorporation) (I.R.S. Employer
Identification Number)
U.S. Bank Place
601 Second Avenue South, Minneapolis, Minnesota 55402-4302
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(Address of Registrant's principal executive office)
(612) 973-1111
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(Registrant's telephone number)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 27, 2001, 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, by
and between Firstar Corporation, a Wisconsin corporation ("Firstar"), and the
Registrant (the "Merger Agreement"), Firstar merged with and into the
Registrant, with the Registrant being the surviving corporation in the Merger.
Upon consummation of the Merger, and with certain exceptions as set forth in the
Merger Agreement, each share of common stock, par value $1.25 per share, of the
Registrant issued and outstanding immediately prior to the effective time of the
Merger was converted into the right to receive 1.265 shares of common stock, par
value $0.01 per share, of the Registrant ("Common Stock"), with cash being paid
in lieu of fractional shares, and each share of common stock, par value $0.01
per share, of Firstar ("Firstar Common Stock") issued and outstanding
immediately prior to the effective time of the Merger was converted into one
share of Common Stock. The total number of shares of Common Stock issued with
respect to shares of Firstar common stock (including shares issuable upon
exercise of options to purchase Common Stock converted, in the Merger, from
options to purchase Firstar Common Stock outstanding and unexercised prior to
the Merger) was approximately 1,011,736,039. The total number of shares of
Common Stock issued with respect to shares of common stock of the Registrant
outstanding prior to consummation of the Merger (including shares issuable
pursuant to options to purchase Common Stock) will be approximately
1,026,365,684.
The Merger Agreement is included as Exhibit 2.1 to this Current Report on
Form 8-K and the foregoing description of the Merger is qualified in its
entirety by reference to the Merger Agreement.
The Joint Proxy Statement-Prospectus, dated January 11, 2001, of Firstar
and the Registrant, forming a part of the Registrant's Registration Statement on
Form S-4 (Registration number 333-48532), sets forth additional information
regarding the Merger, Firstar and the Registrant, and the anticipated management
and operation of the combined company following the Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of businesses acquired
The following audited consolidated financial statements of Firstar will be
filed by amendment no later than March 16, 2001:
- Consolidated Balance Sheets as of December 31, 2000 and 1999;
- Consolidated Statements of Income for the Years Ended December 31,
2000, 1999 and 1998;
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- Consolidated Statements of Changes in Shareholders' Equity for the
Years Ended 2000, 1999, and 1998; and
- Consolidated Statements of Cash Flows for the Years Ended December 31,
2000, 1999 and 1998.
(b) Pro forma financial information
The following unaudited pro forma combined financial statements of Firstar
and the Registrant are included in this report:
- Unaudited Pro Forma Combined Selected Financial Data for the most
recent five years ended December 31, 2000; and
- Unaudited Pro Forma Combined Balance Sheet for the Year Ended December
31, 2000; and
- Unaudited Pro Forma Combined Income Statements for the Years Ended
December 31, 2000, 1999 and 1998; and
- Notes to Unaudited Pro Forma Combined Financial Information
(c) Exhibits
The following exhibits are filed herewith:
Exhibit Number Title
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2.1 Agreement and Plan of Merger, dated October 3, 2000, as amended
as of October 23, 2000 and December 18, 2000, by and between
Firstar Corporation, a Wisconsin corporation, and the Registrant
(incorporated by reference to Appendix A to Amendment No. 3 to
the Registrant's Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on January 11, 2001).
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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, thereunto duly authorized.
U.S. BANCORP
By: /s/ Terrance R. Dolan
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Name: Terrance R. Dolan
Title: Senior Vice President and
Controller
Date: March 12, 2001
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EXHIBIT INDEX
Exhibit Number Title
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2.1 Agreement and Plan of Merger, dated October 3, 2000, as
amended as of October 23, 2000 and December 18, 2000, by and
between Firstar Corporation, a Wisconsin corporation, and
the Registrant (incorporated by reference to Appendix A to
Amendment No. 3 to the Registrant's Registration Statement
on Form S-4 filed with the Securities and Exchange
Commission on January 11, 2001).
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