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EXHIBIT 1.1
UNDERWRITING AGREEMENT
April 27, 2001
U.S. Bancorp
USB Capital III
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Ladies and Gentlemen:
We (the "Representatives") understand that USB Capital III, a business
trust formed under the laws of the State of Delaware (the "Trust"), and U.S.
Bancorp, a Delaware corporation, as sponsor of the Trust and as guarantor (the
"Guarantor"), propose that the Trust issue an aggregate principal amount of
$700,000,000 of 7.75% Trust Preferred Securities (liquidation amount $25 per
Preferred Security) (the "Offered Securities") representing preferred beneficial
interests in the Trust. The Offered Securities are fully and unconditionally
guaranteed by U.S. Bancorp. The Trust will issue the Offered Securities and
common securities (liquidation amount $25 per common security) (the "Common
Securities") in exchange for 7.75% Junior Subordinated Debentures of the
Guarantor (the "Junior Subordinated Debentures"), due May 1, 2031, to be issued
pursuant to a Junior Subordinated Indenture (the "Indenture") dated as of
November 15, 1996 between the Guarantor and Wilmington Trust Company, as trustee
(the "Debenture Trustee").
The Guarantor will, through the Indenture, the Junior Subordinated
Debentures, the Amended and Restated Trust Agreement dated as of May 4, 2001
(the "Trust Agreement") among the Guarantor, as Sponsor to the Trust, Wilmington
Trust Company, as Delaware Trustee and Property Trustee, and the Administrative
Trustees named therein (collectively, the "Trustees"), the Guarantee Agreement
dated as of May 4, 2001 (the "Guarantee") between the Guarantor and Wilmington
Trust Company, as trustee (the "Guarantee Trustee"), taken together, fully,
irrevocably and unconditionally guarantee on a subordinated basis all of the
Trust's obligations under the Offered Securities.
Subject to the terms and conditions set forth herein and incorporated
by reference herein, the Guarantor and the Trust hereby agree that the Guarantor
shall sell to each of the underwriters named in Schedule I (the "Underwriters"),
and each of the Underwriters agrees, severally and not jointly, to purchase the
numbers of the Offered Securities set forth opposite the name of such
Underwriter at a purchase price of $24.2125 per Offered Security, plus accrued
distributions, if any (the "Purchase Price").
The Securities shall have the terms set forth in the Prospectus
Supplement dated April 27, 2001.
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Except as otherwise provided herein, all the provisions contained in
the document entitled "U.S. Bancorp Underwriting Agreement Standard Provisions
(Capital Securities) (April 27, 2001)" (the "Standard Underwriting Agreement")
are herein incorporated by reference in their entirety and shall be deemed to be
a part of this Underwriting Agreement to the same extent as if such provisions
had been set forth in full herein. Capitalized terms used herein and not
otherwise defined herein shall have the meanings given to them in the Standard
Underwriting Agreement.
Certificates for the Offered Securities purchased by each Underwriter
shall be delivered by or on behalf of the Guarantor to the Representatives for
the account of such Underwriter, against payment by such Underwriter or on its
behalf of the Purchase Price therefor in federal (same day) funds, on the
"Closing Date," which shall be 10:00 AM (New York City time) on May 4, 2001 at
the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX
00000, or at such other place and time as the Representatives, the Guarantor and
the Trust may agree upon in writing.
This document may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same document.
Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below and returning the signed
copy to us.
XXXXXX BROTHERS INC.
XXXXXX XXXXXXX & CO. INCORPORATED
U.S. BANCORP XXXXX XXXXXXX INC.
By: XXXXXX BROTHERS INC.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Senior Vice President
By: XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ Xxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxx Xxxxx
Title: Principal
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Accepted by:
U.S. BANCORP, as Guarantor
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
USB CAPITAL III
By: U.S. Bancorp, as Sponsor
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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SCHEDULE I
Underwriters' Commitment
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Xxxxxx Brothers Inc. 3,010,000
Xxxxxx Xxxxxxx & Co. Incorporated 3,010,000
U.S. Bancorp Xxxxx Xxxxxxx Inc. 3,010,000
X.X. Xxxxxxx & Sons, Inc. 3,010,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx 3,010,000
Incorporated
Prudential Securities Incorporated 3,010,000
Xxxxxxx Xxxxx Barney Inc. 3,010,000
UBS Warburg LLC 3,010,000
Xxxxxx X. Xxxxx & Co. Incorporated 140,000
Banc of America Securities LLC 140,000
Bear, Xxxxxxx & Co. Inc. 140,000
Chase Securities Inc. 140,000
CIBC World Markets Corp. 140,000
Xxxx Xxxxxxxx Xxxxxxx 140,000
Deutsche Banc Alex. Xxxxx Inc. 140,000
First Union Securities, Inc. 140,000
Xxxxxx, Xxxxxxxx & Company Incorporated 140,000
Wachovia Securities, Inc. 140,000
Advest Inc. 70,000
Xxxxxx X. Xxxx & Company 70,000
BB&T Capital Markets, a Division of Xxxxx & Xxxxxxxxxxxx 70,000
Xxxxxxx Xxxxx & Co. 70,000
Xxxxxxx & Co., Inc. 70,000
Xxxxxxx, Xxxxxx & Co. 70,000
Xxxxxxxxx & Company LLC 70,000
X.X. Xxxxxxxx & Co. 70,000
Xxxxxxxxxx & Co. Inc. 70,000
Quick & Xxxxxx, Inc. 70,000
Gibraltar Securities Co. 70,000
Gruntal & Co., L.L.C. 70,000
H&R BLOCK Financial Advisors, Inc. 70,000
J.J.B. Xxxxxxxx, X. X. Xxxxx, Inc. 70,000
HSBC Securites (USA) Inc. 70,000
Huntleigh Securities Corp. 70,000
Xxxxxx Xxxxxxxxxx Xxxxx LLC 70,000
Josephthal & Co. Inc. 70,000
X. X. Xxxx & Associates, Inc. 70,000
Xxxx Xxxxx Xxxx Xxxxxx, Inc. 70,000
McDonald Investments Inc., a KeyCorp Company 70,000
XxXxxx, Xxxxx & Co., Inc. 70,000
Mesirow Financial, Inc. 70,000
Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx, Inc. 70,000
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Xxxxxx Xxxxxx & Company, Inc. 70,000
Xxxxxx/Xxxxxx Incorporated 70,000
Pershing/ a Division of Xxxxxxxxx, Xxxxxx & Xxxxxxxx 70,000
Xxxxx Xxxxxxxx, a Division of Xxxxx Fargo Investments LLC 70,000
Xxxxxxx Xxxxx & Associates, Inc. 70,000
The Xxxxxxxx-Xxxxxxxx Company, LLC 70,000
Xxxxxxx Xxxxxx & Co., Inc. 70,000
Xxxxx, Xxxxx & Co. 70,000
Southwest Securities, Inc. 70,000
SunTrust Equitable Securities 70,000
TD Securities (USA) Inc. 70,000
Xxxxxx Xxxxxxx Incorporated 70,000
TOTAL 28,000,000