UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 19, 2003
1-6880
(Commission File Number)
U.S. BANCORP
(Exact name of registrant as specified in its charter)
DELAWARE 41-0255900
(State or other juris (I.R.S. Employer
of incorporation) 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)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On December 19, 2003, U.S. Bancorp (the "Company") issued a press
release announcing that the Securities and Exchange Commission has declared
effective the Form 10 Registration Statement of Piper Jaffray Companies, which
is the capital markets business being spun off by the Company. As previously
announced by the Company, the Board of Directors of the Company has set the
record and distribution dates for a special dividend, which will distribute to
shareholders of the Company one share of Piper Jaffray Companies common stock
for every 100 shares of Company common stock held. This special dividend will be
paid on December 31, 2003, to shareholders of the Company of record as of 5:00
p.m. New York time on December 22, 2003.
The press release is included as Exhibit 99.1 hereto and is
incorporated herein by reference. The press release contains forward-looking
statements regarding the Company and includes a cautionary statement identifying
important factors that could cause actual results to differ materially from
those anticipated.
ITEM 7. FINANCIAL STATEMENTS. PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press Release issued by U.S. Bancorp on December 19, 2003
SIGNATURE
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 hereunto duly authorized.
U.S. BANCORP
By: /s/ Terrance R. Dolan
--------------------------------------
Name: Terrance R. Dolan
Title: Executive Vice President and Controller
DATE: December 19, 2003
EXHIBIT 99.1
[U.S. Bancorp logo]
NEWS RELEASE
CONTACT: Steve Dale (Media)
(612) 303-0784
H. D. McCullough (Analysts)
(612) 303-0786
Judy Murphy (Analysts)
(612) 303-0783
U.S. BANCORP ANNOUNCES EFFECTIVENESS OF THE FORM 10 REGISTRATION
STATEMENT OF PIPER JAFFRAY COMPANIES
MINNEAPOLIS, MN. (Dec. 19, 2003) - U.S. Bancorp (NYSE: USB) today announced
that the Securities and Exchange Commission has declared the Form 10
Registration Statement of Piper Jaffray Companies effective, which is a
condition to the completion of the spin-off of Piper Jaffray Companies to
U.S. Bancorp stockholders. As previously announced by U.S. Bancorp, the
Board of Directors of U.S. Bancorp has set the record and distribution dates
for a special dividend, which will distribute to U.S. Bancorp shareholders
one share of Piper Jaffray common stock for every 100 shares of U.S Bancorp
common stock held. This special dividend will be paid on Dec. 31, 2003, to
U.S. Bancorp shareholders of record as of 5:00 p.m. New York time on Dec. 22,
2003.
Piper Jaffray Companies common stock is expected to begin trading on a
"when-issued" basis on the New York Stock Exchange today, Dec. 19, 2003 under
the ticker symbol "PJC wi". During the period from Dec. 19, 2003, through the
distribution date on Dec. 31, 2003, U.S. Bancorp shares will trade on the NYSE
both with and without the right to receive Piper Jaffray Companies common stock.
U.S. Bancorp shares without the right to receive Piper Jaffray Companies common
stock will trade during this period on an "ex-dividend" basis under the ticker
symbol "USB wi".
The listing requirements of the NYSE require that Piper Jaffray Companies
disclose that additional information is available upon which the NYSE relied to
list Piper Jaffray Companies, and is included in the listing application. Such
information is available to the public upon request.
U.S. Bancorp, with assets of $189 billion, is the 8th largest financial services
holding company in the United States. The company operates 2,201 banking offices
and 4,506 ATMs, and provides a comprehensive line of banking, brokerage,
insurance, investment, mortgage, trust and payment services products to
consumers, businesses and institutions. U.S. Bancorp is home of the Five Star
Service Guarantee which assures customers of certain key banking benefits and
services or customers will be paid for their inconvenience. U.S. Bancorp is the
parent company of U.S. Bank. Visit U.S. Bancorp on the web at usbank.com.
# # #
Forward-Looking Statements
This press release contains forward-looking statements. Statements that are not
historical or current facts, including statements about beliefs and
expectations, are forward-looking statements. These statements often include the
words "may," "could," "would," "should," "believes," "expects," "anticipates,"
"estimates," "intends," "plans," "targets," "potentially," "probably,"
"projects," "outlook" or similar expressions. These forward- looking statements
cover, among other things, anticipated future revenue and expenses, and the
future prospects of the Company. Forward-looking statements involve inherent
risks and uncertainties, and important factors could cause actual results to
differ materially from those anticipated, including the following, in addition
to those contained in the Company's reports on file with the SEC: (i) general
economic or industry conditions could be less favorable than expected, resulting
in a deterioration in credit quality, a change in the allowance for credit
losses, or a reduced demand for credit or fee-based products and services; (ii)
changes in the domestic interest rate environment could reduce net interest
income and could increase credit losses; (iii) inflation, changes in securities
market conditions and monetary fluctuations could adversely affect the value or
credit quality of the Company's assets, or the availability and terms of funding
necessary to meet the Company's liquidity needs; (iv) changes in the extensive
laws, regulations and policies governing financial services companies could
alter the Company's business environment or affect operations; (v) the potential
need to adapt to industry changes in information technology systems, on which
the Company is highly dependent, could present operational issues or require
significant capital spending; (vi) competitive pressures could intensify and
affect the Company's profitability, including as a result of continued industry
consolidation, the increased availability of financial services from non- banks,
technological developments, or bank regulatory reform; (vii) changes in consumer
spending and savings habits could adversely affect the Company's results of
operations; (viii) changes in the financial performance and condition of the
Company's borrowers could negatively affect repayment of such borrowers' loans;
(ix) acquisitions may not produce revenue enhancements or cost savings at levels
or within time frames originally anticipated, or may result in unforeseen
integration difficulties; (x) capital investments in the Company's businesses
may not produce expected growth in earnings anticipated at the time of the
expenditure; and (xi) acts or threats of terrorism, and/or political and
military actions taken by the U.S. or other governments in response to acts or
threats of terrorism or otherwise could adversely affect general economic or
industry conditions. Forward-looking statements speak only as of the date they
are made, and the Company undertakes no obligation to update them in light of
new information or future events.