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): March 13, 2009
U.S. BANCORP
(Exact name of registrant as specified in its charter)
1-6880
(Commission File Number)
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| DELAWARE
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41-0255900 |
| (State or other jurisdiction of incorporation)
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(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)) |
Item 8.01. Other Events.
On March 13, 2009, U.S. Bancorp (the “Company”) issued $750 million aggregate principal amount
of 2.250% Senior Notes due March 13, 2012 (the “Notes”) in a public offering pursuant to a
Registration Statement on Form S-3 (File No. 333-150298) and a
related Revised Pricing Supplement dated March 13, 2009 replacing and
superceding in its entirety the Pricing Supplement dated
March 10, 2009 to the Prospectus Supplement dated April 25, 2008, supplementing the Prospectus
dated April 17, 2008, each as filed with the Securities and Exchange Commission. The sale of the
Notes was made pursuant to a Terms Agreement dated March 10, 2009 (the “Terms Agreement”) among the
Company and Morgan Stanley & Co. Incorporated and Wachovia Capital Markets, LLC, as representatives
of the several purchasing agents named in the Terms Agreement. The Terms Agreement is filed as
Exhibit 1.1 hereto. The Notes are guaranteed by the Federal Deposit Insurance Corporation under its
Temporary Liquidity Guarantee Program. The Company received net proceeds, after the underwriting
discount, but before deducting other expenses of the offering, of approximately $748,785,000.
The Notes were issued under an Indenture dated as of October 1, 1991, between the Company and
Citibank, N.A. (the “Trustee”), as supplemented by a First Supplemental Indenture dated as of
August 6, 2001 between the Company and the Trustee, and as further supplemented by a Second
Supplemental Indenture dated as of March 13, 2009 (the “Second Supplemental Indenture”) between the
Company and the Trustee. The Second Supplemental Indenture is filed as Exhibit 4.1 hereto.
Item 9.01. Financial Statements and Exhibits.
| (d) |
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Exhibits. |
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| 1.1 |
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Terms Agreement dated March 10, 2009 between U.S. Bancorp and the Purchasing Agents named
therein. |
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| 4.1 |
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Second Supplemental Indenture dated March 13, 2009 between U.S. Bancorp and Citibank, N.A. |