EXHIBIT 1.1
UNDERWRITING AGREEMENT
October 25, 2001
U.S. Bancorp
USB Capital IV
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
We (the "Representatives") understand that USB Capital IV, 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 and sell to the several underwriters
named in Schedule I (the "Underwriters") 20,000,000 7.35% Trust Preferred
Securities (liquidation amount $25 per Preferred Security) with an aggregate
liquidation amount of $500,000,000 (the "Firm Securities") representing
preferred beneficial interests in the Trust. In addition, the Guarantor and the
Trust propose to grant to the Underwriters an option to purchase up to an
additional 3,000,000 shares (the "Optional Securities," and together with the
Firm Securities, the "Offered Securities"). 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 7.35% Junior Subordinated Debentures
of the Guarantor (the "Junior Subordinated Debentures"), due 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 November 1,
2001 (the "Trust Agreement") among the Guarantor, as Sponsor to the Trust, First
Union Trust Company, National Association, as Delaware Trustee and Property
Trustee, and the Administrative Trustees named therein (collectively, the
"Trustees"), the Guarantee Agreement dated as of November 1, 2001 (the
"Guarantee") between the Guarantor and First Union Trust Company, National
Association, 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, and each of the Underwriters agrees,
severally and not jointly, to purchase the numbers of the Firm Securities set
forth opposite the name of such Underwriter at a purchase price of $24.2125 per
Firm Security, plus accrued distributions, if any (the "Purchase Price"). In
addition, subject to the terms and conditions set forth herein and incorporated
by reference herein, the Guarantor and the Trust hereby grant an option to
purchase the Option Securities at the Purchase Price. The option granted
hereunder is for use by the Underwriters solely for the purpose of covering
over-allotments in the sale of the Firm Securities. The option granted hereunder
may be exercised at any time upon notice by the Representatives to the Guarantor
and the Trust, which notice may be given at any time within 30 days from the
date of this document.
The Offered Securities shall have the terms set forth in the Prospectus
Supplement dated October 25, 2001.
Except as otherwise provided herein, all the provisions contained in
the document entitled "U.S. Bancorp Underwriting Agreement Standard Provisions
(Capital Securities) (October 25, 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 Firm 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 November 1, 2001
at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇, or at such other place and time as the Representatives, the Guarantor and
the Trust may agree upon in writing. Delivery to the Underwriters of and payment
to the Guarantor for any Optional Securities to be purchased by the Underwriters
shall be made at the aforementioned offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, or at
such other place and time as the Representatives, the Guarantor and the Trust
may agree upon in writing, at such time on such date, which may be the same as
the Closing Date, but shall in no event be earlier than the Closing Date nor
earlier than two nor later than three business days after the giving of the
notice to exercise the option of the Underwriters.
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.
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
▇▇▇▇▇▇▇ ▇▇▇▇▇ BARNEY INC.
U.S. BANCORP ▇▇▇▇▇ ▇▇▇▇▇▇▇ INC.
By: ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
By:
-------------------------------------
Name:
Title:
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ BARNEY INC.
By:
-------------------------------------
Name:
Title:
Accepted by:
U.S. BANCORP, as Guarantor
By:
---------------------------------
Name:
Title:
USB CAPITAL IV
By: U.S. Bancorp, as Sponsor
By:
---------------------------------
Name:
Title:
SCHEDULE I
Underwriters' Commitment
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▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated................................... 1,825,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc......................... 1,825,000
U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc................... 1,820,000
▇.▇. ▇▇▇▇▇▇▇ & Sons, Inc......................... 1,800,000
First Union Securities, Inc...................... 1,800,000
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.............................. 1,800,000
▇▇▇▇▇▇ Brothers Inc.............................. 1,800,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated................ 1,800,000
Prudential Securities Incorporated............... 1,800,000
UBS Warburg LLC.................................. 1,800,000
Banc of America Securities LLC................... 100,000
Bear, ▇▇▇▇▇▇▇ & Co. Inc. ........................ 100,000
CIBC World Markets Corp....................... 100,000
Credit Suisse First Boston Corporation........ 100,000
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇............................ 100,000
Deutsche Banc Alex. ▇▇▇▇▇ Inc.................... 100,000
▇.▇. ▇▇▇▇▇▇ Securities Inc. ..................... 100,000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated............... 100,000
Southwest Securities, Inc. ................... 100,000
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated......... 100,000
Advest, Inc...................................... 30,000
BB&T Captial Markets, a Division of ▇▇▇▇▇ &
▇▇▇▇▇▇▇▇▇▇▇▇................................... 30,000
▇▇ ▇▇▇▇ & Associates, Inc........................ 30,000
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc........................ 30,000
▇▇▇▇▇▇▇ & Co., Inc. ........................... 30,000
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co............................. 30,000
▇.▇. ▇▇▇▇▇▇▇▇ & Co............................... 30,000
▇▇▇▇▇▇▇▇▇ & Company LLC.......................... 30,000
▇▇▇▇▇▇▇▇▇▇ & Co. Inc.......................... 30,000
▇▇▇▇▇▇ ▇. ▇▇▇▇ & Company......................... 30,000
Gibraltar Securities Co........................ 30,000
Gruntal & Co., LLC .............................. 30,000
H&R BLOCK Financial Advisors, Inc.............. 30,000
HSBC Securities (USA) Inc........................ 30,000
Huntleigh Securities Corp........................ 30,000
J.J.B. ▇▇▇▇▇▇▇▇, ▇. ▇. ▇▇▇▇▇, Inc. .............. 30,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC ..................... 30,000
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Inc.................... 30,000
McDonald Investments Inc., a KeyCorp Company..... 30,000
Mesirow Financial, Inc........................... 30,000
Underwriters' Commitment
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc............. 30,000
▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Inc.................. 30,000
▇▇▇▇▇▇/▇▇▇▇▇▇ Incorporated....................... 30,000
Quick & ▇▇▇▇▇▇, Inc............................ 30,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc................ 30,000
▇▇▇▇▇, ▇▇▇▇▇ & Co.............................. 30,000
SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Capital Markets, a
Division of SunTrust Capital Markets, Inc...... 30,000
TD Securities (USA) Inc......................... 30,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Incorporated...................... 30,000
Wedbush ▇▇▇▇▇▇ Securities, Inc................... 30,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.P..................... 30,000
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TOTAL 20,000,000
