============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ============================================================================== FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 Commission File Number: 000-50015 TierOne Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Wisconsin 04-3638672 ------------------------------- --------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 1235 "N" Street Lincoln, Nebraska 68508 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (402) 475-0521 Securities registered pursuant to Section 12(b) of the Act: Not applicable Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $.01 Per Share ------------------------ (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate by check mark whether the Registrant is an accelerated filer as defined in Rule 12b-2 of the Securities Exchange Act of 1934. YES [X] NO [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of the Registrant was $441,342,716 as of June 30, 2003. As of February 29, 2004, there were 20,317,568 issued and outstanding shares of the Registrant's common stock. EXPLANATORY NOTE The sole purpose of filing this Form 10-K/A is to include additional signatures of the Registrant's directors on the signature page that were previously inadvertently omitted from the Form 10-K filing of the Registrant, filed with the Securities and Exchange Commission on March 12, 2004. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TierOne Corporation By: /s/ Gilbert G. Lundstrom -------------------------------- Gilbert G. Lundstrom Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Name Title Date ------------------------------------------------------------------------------ /s/ Gilbert G. Lundstrom Chairman of the Board and Chief March 5, 2004 ------------------------- Executive Officer Gilbert G. Lundstrom (principal executive officer) /s/ James A. Laphen Director, President and March 5, 2004 ------------------------- Chief Operating Officer James A. Laphen /s/ Eugene B. Witkowicz Executive Vice President, Chief March 5, 2004 ------------------------- Financial Officer and Corporate Eugene B. Witkowicz Secretary (principal accounting officer) /s/ Campbell R. McConnell Director March 5, 2004 ------------------------- Campbell R. McConnell /s/ Joyce Person Pocras Director March 5, 2004 ------------------------- Joyce Person Pocras /s/ LaVern F. Roschewski Director March 5, 2004 ------------------------- LaVern F. Roschewski /s/ Ann Lindley Spence Director March 5, 2004 ------------------------- Ann Lindley Spence 2