Summary
This 8-K filing from U.S. Bancorp (USB) dated January 22, 2001, primarily serves to incorporate previously filed financial information related to its pending merger with Firstar Corporation. The merger, initially announced in October 2000, involves Firstar merging into USB, with USB continuing as the combined entity headquartered in Minneapolis, Delaware incorporation. For U.S. Bancorp shareholders, each share will be converted into 1.265 shares of the combined company's stock. The transaction is structured to be tax-free for shareholders, with the exception of cash received for fractional shares, and will be accounted for using the pooling-of-interests method.
Key Highlights
- 1U.S. Bancorp (USB) and Firstar Corporation are progressing with their merger, with Firstar merging into USB.
- 2The combined company will retain the name "U.S. Bancorp" and will be incorporated in Delaware, with corporate headquarters in Minneapolis.
- 3U.S. Bancorp shareholders will receive 1.265 shares of the combined company's common stock for each share they own.
- 4Firstar Corporation shareholders will receive one share of the combined company's common stock for each share they own.
- 5The merger is intended to be a tax-free transaction for both USB and Firstar common stockholders, excluding cash received for fractional shares.
- 6The merger will be accounted for using the "pooling-of-interests" method.
- 7The merger remains subject to shareholder approval from both companies and various regulatory approvals.