Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
_______________________
Date of
Report
(Date of
earliest
event
reported): March 30,
2010
TierOne
Corporation
(Exact
name of registrant as specified in its charter)
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Wisconsin
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000-50015
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04-3638672
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(State
or other
jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1235 “N” Street,
Lincoln, Nebraska 68508
(Address
of principal executive offices, including zip code)
(402)
475-0521
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
_______________________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
1.01.
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Entry into a Material
Definitive Agreement.
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On March
30, 2010, TierOne Corporation (the “Company”) announced
that TierOne Bank (the “Bank”) had executed a
Prompt Corrective Action Directive (“PCA Directive”)
applicable to the Bank with the Office of Thrift Supervision (“OTS”). The
PCA Directive outlines guidelines for reporting to the OTS the status of the
Bank's capital raising efforts and sets forth certain required
recapitalization mandates and additional business and operational
restrictions. The PCA Directive became effective on March 31,
2010.
Under the
PCA Directive, among other things, the Bank is required to be recapitalized
prior to May 31, 2010, by either merging with or being acquired by another
financial institution or by the sale of all or substantially all of the Bank’s
assets and liabilities to another financial institution. The PCA
Directive further requires the Bank to submit a binding merger or acquisition
agreement to the OTS by April 30, 2010, unless extended in writing by the
OTS. The Company and the Bank cannot provide assurance that the
deadlines and other terms of the PCA Directive can be satisfied. The
Bank’s consent to the PCA Directive follows the OTS’ denial of the Bank’s
capital restoration plan.
The
description of the PCA Directive is qualified in its entirety by reference to
its full text. A copy of the PCA Directive is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. A copy of the press release
announcing the execution of the PCA Directive is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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Item
1.02.
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Termination of a
Material Definitive
Agreement.
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Effective
as of March 30, 2010, (1) Michael J. Falbo resigned as Chairman and Chief
Executive Officer and as a director of the Company and the Bank, and, as a
result, his employment agreement with the Company, dated as of January 28, 2010,
is no longer in effect; and (2) Gilbert G. Lundstrom resigned as Vice Chairman
and as a director of the Company and the Bank, and, as a result, his retirement
and transition agreement with the Company, dated as of January 28, 2010, is no
longer in effect.
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Item
5.02.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers.
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On March
30, 2010, the Company announced that Charles W. Hoskins has been named acting
non-executive Chairman of the Board of Directors of the Company and the Bank and
that James A. Laphen has been named President and acting Chief Executive Officer
of the Company and the Bank effective immediately. Mr. Hoskins, age
73, has been serving as the Company’s lead director. Mr. Laphen, age
61, had previously been President and Chief Operating Officer of the Company
since April 2002 and the Bank
since October 2001. Mr. Laphen joined the Bank in September 2000
as Senior Executive Vice President and Chief Operating Officer. Prior thereto he
served as President and Chief Operating Officer of Commercial Federal Bank,
Omaha, Nebraska, from 1994 to July 2000.
The
appointments of Messrs. Hoskins and Laphen follow the resignation of Michael J.
Falbo as Chairman and Chief Executive Officer and as a director of the Company
and the Bank. Samuel P. Baird, Gilbert G. Lundstrom, James E. McClurg
and James W. Strand also resigned from the Board of Directors of the Company and
the Bank. These resignations, all of which were effective on March
30, 2010, followed ongoing discussions with the OTS regarding the terms of the
PCA Directive applicable to the Bank, particularly with respect to the deadlines
for compliance set forth in the PCA Directive. The directors who
resigned did not indicate any disagreement on any matter relating to either the
Company’s or the Bank’s operations, policies or practices.
A copy of
the press release announcing the foregoing appointments and resignations is
attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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Item
5.03.
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Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal
Year.
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On March
30, 2010, the Board of Directors of the Company amended Section 3.01 of Article
III of the Company’s Bylaws to decrease the size of the Board from nine
directors to four directors, and Section 4.06 of Article IV of the Company’s
Bylaws to provide that the Chairman of the Board is not an officer
position. The text of the amendment to the Bylaws is attached to this
Current Report on Form 8-K as Exhibit 3.1 and is
incorporated into this Current Report on Form 8-K by reference
thereto.
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Item
9.01.
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Financial Statements
and Exhibits.
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The
following exhibits are attached to this Current Report on Form 8-K:
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3.1
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Text
of Amendment to Bylaws.
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10.1
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Prompt
Corrective Action Directive.
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99.1
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Press
Release of TierOne Corporation, dated March 30,
2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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TIERONE
CORPORATION
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Date: April
2, 2010
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By:
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/s/
James A. Laphen
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James
A. Laphen
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President
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TIERONE
CORPORATION
Exhibit
Index to Current Report on Form 8-K
Exhibit
Number
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3.1
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Text
of Amendment to Bylaws.
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10.1
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Prompt
Corrective Action Directive.
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99.1
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Press
Release of TierOne Corporation, dated March 30,
2010.
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