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| USB > SEC Filings for USB > Form 8-K on 9-Dec-2008 | All Recent SEC Filings |
9-Dec-2008
Termination of a Material Definitive Agreement, Material Modification to Rights o
On December 9, 2008, U.S. Bancorp (the "Company") entered into an amendment (the "Amendment") to the Amended and Restated Rights Agreement, dated as of December 31, 2002, by and between the Company and Mellon Investor Services LLC, as Rights Agent (the "Rights Agreement").
The Amendment changes the final expiration date of the Series A Junior Participating Preferred Stock purchase rights (the "Rights") issued pursuant to the Rights Agreement from February 27, 2011, to December 9, 2008. Accordingly, the Rights expired at the close of business on December 9, 2008, and the Rights Agreement has been terminated and is of no further force and effect. The Rights will be de-listed from the New York Stock Exchange and de-registered under the Securities Exchange Act of 1934, as amended. A copy of the Amendment is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth in each of Item 1.02 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 3.03.
In connection with the termination of the Rights Agreement, on December 9, 2008, the Company filed a Certificate of Elimination (the "Certificate of Elimination") with the Secretary of State of the State of Delaware to eliminate all references in the Company's Restated Certificate of Incorporation to the Company's Series A Junior Participating Preferred Stock. A copy of the Certificate of Elimination is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference in response to this Item 5.03.
On December 8, 2008, the Credit and Finance Committee of the Company's Board of Directors approved a new common stock repurchase program to replace the Company's expiring share repurchase program. Under the new authorization, the Company may repurchase up to 20,000,000 shares of its common stock in connection with the administration of its employee benefits plans in the ordinary course of business (including purchases to offset dilution resulting from such plans) solely to the extent permitted under the terms of the Capital Purchase Program under the Troubled Asset Relief Program with the United States Department of the Treasury. The new repurchase program expires on December 31, 2010, or on such earlier date as the Chief Financial Officer of the Company may determine.
(d) Exhibits.
3.1 Certificate of Elimination of Series A Junior Participating Preferred Stock.
4.1 First Amendment, dated as of December 9, 2008, to Amended and Restated Rights Agreement, dated as of December 31, 2002, between U.S. Bancorp and Mellon Investor Services LLC.
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