UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
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| U.S. Bancorp |
| USB Capital XII |
| (Exact name of registrant as specified in its charter) |
| (Exact name of registrant as specified in its Certificate of Trust) |
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| Delaware |
| Delaware |
| (State of incorporation or organization) |
| (State of incorporation or organization) |
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| 41-0255900 |
| 20-6524079 |
| (I.R.S. Employer Identification No.) |
| (I.R.S. Employer Identification No.) |
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| 800
Nicollet Mall |
| c/o
U.S. Bancorp |
| (Address of Principal Executive Offices) |
| (Address of Principal Executive Offices) |
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| 55402 |
| 55402 |
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| Securities to be registered pursuant to Section 12(b) of the Act: | ||
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| Title of each class to be so registered |
| Name of each exchange on which |
| 6.30% Trust
Preferred Securities of USB Capital XII |
| New York Stock Exchange |
If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
Securities Act registration statement file number to which this Form relates: 333 -124535 and 333-124535-04
Securities to be registered pursuant to Section 12(g) of the Act: None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Securities to Be Registered.
The descriptions set forth under the “Description of Capital Securities,” “Description of Junior Subordinated Debt Securities,” “Description of the Guarantee” and “Relationship among the Capital Securities, the Corresponding Junior Subordinated Debt Securities and the Guarantees” in the Prospectus included in the Registration Statement on Form S-3 (No. 333-124535) of U.S. Bancorp, USB Capital VII, USB Capital VIII, USB Capital IX, USB Capital X, USB Capital XI, USB Capital XII, USB Capital XIII, USB Capital XIV, USB Capital XV and USB Capital XVI filed on May 2, 2005, are incorporated herein by reference. The final terms of the securities to be registered hereby are included in a prospectus supplement which was filed on January 26, 2007, by the registrants pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and which is incorporated herein by reference.
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4.1 |
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Junior Subordinated Indenture, dated as of April 28, 2005, between U.S. Bancorp and Delaware Trust Company, National Association, as Debenture Trustee (incorporated by reference to Exhibit 4.2.3 to the Registrants’ Registration Statement on Form S-3, File No. 333-124535). |
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4.2 |
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First Supplemental Indenture to Junior Subordinated Indenture, dated as of August 3, 2005, between U.S. Bancorp and Delaware Trust Company, National Association, as Debenture Trustee (incorporated by reference to Exhibit 4.2 to the Registrants’ Registration Statement on Form 8-A, File No. 001-06880). |
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4.3 |
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Second Supplemental Indenture to Junior Subordinated Indenture, dated as of December 29, 2005, between U.S. Bancorp, Delaware Trust Company, as Original Trustee and Wilmington Trust Company, as Successor Trustee (incorporated by reference to Exhibit 4.1 to the Current Report of U.S. Bancorp on Form 8-K dated December 29, 2005). |
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4.4 |
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Third Supplemental Indenture to Junior Subordinated Indenture, dated as of March 17, 2006, between U.S. Bancorp and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report of U.S. Bancorp on Form 8-K dated March 17, 2006). |
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4.5 |
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Fourth Supplemental Indenture to Junior Subordinated Indenture, dated April 12, 2006, between U.S. Bancorp and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report of U.S. Bancorp on Form 8-K dated April 12, 2006). |
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4.6 |
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Fifth Supplemental Indenture to Junior Subordinated Indenture, dated August 30, 2006, between U.S. Bancorp and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report of U.S. Bancorp on Form 8-K dated August 30, 2006). |
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4.7 |
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Sixth Supplemental Indenture to Junior Subordinated Indenture, dated February 1, 2007, between U.S. Bancorp and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report of U.S. Bancorp on Form 8-K dated February 1, 2007). |
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4.8* |
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Restated Certificate of Trust of USB Capital XII. |
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4.9 |
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Amended and Restated Trust Agreement (incorporated by reference to Exhibit 4.4 to the Current Report of U.S. Bancorp on Form 8-K dated February 1, 2007). |
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4.10 |
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Form of Capital Security Certificate (included as part of Exhibit 4.9). |
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4.11 |
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Guarantee Agreement (incorporated by reference to Exhibit 4.5 to the Current Report of U.S. Bancorp on Form 8-K dated February 1, 2007). |
*Filed herewith.
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Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized.
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USB CAPITAL XII |
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Date: February 1, 2007 |
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By: |
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/s/ Laura F. Bednarski |
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Title: Vice President |
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U.S. BANCORP |
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Date: February 1, 2007 |
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By: |
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/s/ Laura F. Bednarski |
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Name: Laura F. Bednarski |
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Title: Vice President |
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4.1 |
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Junior Subordinated Indenture, dated as of April 28, 2005, between U.S. Bancorp and Delaware Trust Company, National Association, as Debenture Trustee (incorporated by reference to Exhibit 4.2.3 to the Registrants’ Registration Statement on Form S-3, File No. 333-124535). |
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4.2 |
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First Supplemental Indenture to Junior Subordinated Indenture, dated as of August 3, 2005, between U.S. Bancorp and Delaware Trust Company, National Association, as Debenture Trustee (incorporated by reference to Exhibit 4.2 to the Registrants’ Registration Statement on Form 8-A, File No. 001-06880). |
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4.3 |
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Second Supplemental Indenture to Junior Subordinated Indenture, dated as of December 29, 2005, between U.S. Bancorp, Delaware Trust Company, as Original Trustee and Wilmington Trust Company, as Successor Trustee (incorporated by reference to Exhibit 4.1 to the Current Report of U.S. Bancorp on Form 8-K dated December 29, 2005). |
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4.4 |
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Third Supplemental Indenture to Junior Subordinated Indenture, dated as of March 17, 2006, between U.S. Bancorp and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report of U.S. Bancorp on Form 8-K dated March 17, 2006). |
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4.5 |
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Fourth Supplemental Indenture to Junior Subordinated Indenture, dated April 12, 2006, between U.S. Bancorp and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report of U.S. Bancorp on Form 8-K dated April 12, 2006). |
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4.6 |
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Fifth Supplemental Indenture to Junior Subordinated Indenture, dated August 30, 2006, between U.S. Bancorp and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report of U.S. Bancorp on Form 8-K dated August 30, 2006). |
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4.7 |
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Sixth Supplemental Indenture to Junior Subordinated Indenture, dated February 1, 2007, between U.S. Bancorp and Wilmington Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report of U.S. Bancorp on Form 8-K dated February 1, 2007). |
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4.8* |
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Restated Certificate of Trust of USB Capital XII. |
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4.9 |
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Amended and Restated Trust Agreement (incorporated by reference to Exhibit 4.4 to the Current Report of U.S. Bancorp on Form 8-K dated February 1, 2007). |
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4.10 |
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Form of Capital Security Certificate (included as part of Exhibit 4.9). |
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4.11 |
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Guarantee Agreement (incorporated by reference to Exhibit 4.5 to the Current Report of U.S. Bancorp on Form 8-K dated February 1, 2007). |
*Filed herewith.
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