8-KCorporate ChangesExhibits & Filings

US BANCORP \DE\ 8-K Report, Bylaw Amendment (Jul 24, 2009)

Filed July 24, 2009For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

This Form 8-K filing by U.S. Bancorp (USB) on July 24, 2009, primarily concerns a corporate housekeeping matter related to its capital structure. The company has officially eliminated its Series E Fixed Rate Cumulative Perpetual Preferred Stock from its Restated Certificate of Incorporation by filing a Certificate of Elimination with the Secretary of State of Delaware, effective July 21, 2009. Importantly, this action was taken when no shares of the Series E Preferred Stock were issued or outstanding. Therefore, this filing does not represent a significant change in the company's financial position, dividend policy, or outstanding equity. It is primarily a procedural step to clean up the corporate charter, removing provisions for a class of preferred stock that is no longer in existence or planned for issuance.

Key Highlights

  • 1U.S. Bancorp filed a Certificate of Elimination for its Series E Fixed Rate Cumulative Perpetual Preferred Stock.
  • 2The elimination was effective upon filing with the Secretary of State of Delaware on July 21, 2009.
  • 3No shares of the Series E Preferred Stock were issued or outstanding at the time of the filing.
  • 4This action amends the company's Restated Certificate of Incorporation.
  • 5The filing is considered a routine corporate action and not indicative of immediate financial changes.
  • 6The Certificate of Elimination is filed as Exhibit 3.1 to the 8-K report.

Frequently Asked Questions

The main purpose of this 8-K filing is to report the elimination of U.S. Bancorp's Series E Fixed Rate Cumulative Perpetual Preferred Stock from its Restated Certificate of Incorporation. This is a corporate housekeeping action.

No, this filing does not indicate financial distress. The Series E Preferred Stock had no shares issued or outstanding at the time of elimination, meaning this action is purely administrative and does not affect the company's current capital structure or financial health.

The significance is primarily administrative. By eliminating this series, U.S. Bancorp is simplifying its corporate charter by removing provisions for a class of preferred stock that is not in use and is not planned for issuance. It does not have an immediate financial impact on the company or its existing shareholders.

The Certificate of Elimination is filed as Exhibit 3.1 to this Current Report on Form 8-K. Investors can refer to this exhibit for the official documentation of the elimination.