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
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Date
of Report
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(Date
of earliest
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event
reported):
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April 28,
2010
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.02.
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Termination of a Material Definitive
Agreement.
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On May 3,
2010, TierOne Corporation, a Wisconsin corporation (the “Company”), received
notice from Great Western Bank terminating the Branch Purchase Agreement, dated
as of September 3, 2009, by and among the Company, TierOne Bank (the “Bank”) and
Great Western Bank. Pursuant to the terms of the Branch Purchase
Agreement, either party had the right to terminate the Branch Purchase Agreement
if the transactions contemplated by the agreement were not completed by May 3,
2010. No termination fee is payable by the Company as a result of the
termination of the Branch Purchase Agreement.
As
previously reported, the Company and the Bank had received notification from the
Office of Thrift Supervision (“OTS”), the Bank’s primary regulator, that the
Bank’s application to sell deposits, selected loans and other assets associated
with 32 of the Bank’s branch offices to Great Western Bank was
denied. Under the terms of the Branch Purchase Agreement, OTS
approval was a condition to closing the transactions contemplated by the Branch
Purchase Agreement. As a result, the transactions could not be
completed.
On April
30, 2010, the Company issued a press release announcing it had received the
aforementioned notice from the OTS. The full text of the press
release is included in this document as Exhibit
99.1.
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Item 2.06.
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Material
Impairments.
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The
Company is the holding company for the Bank. On a quarterly basis,
the Bank is required to file a Thrift Financial Report (“TFR”) with the
OTS. The TFR requires the Bank to report various information,
including financial statement and supplemental data, regarding the Bank’s
performance and financial condition for and as of the quarter covered by the
TFR.
On April
30, 2010, the Bank filed its TFR for the quarter ended March 31,
2010. The TFR reflected a loan loss provision and a loss provision
for other real estate owned of approximately $15.6 million and $4.3 million,
respectively, for the three months ended March 31, 2010. The loss
provisions for the first quarter reflect (1) the receipt of recent, updated
appraisals which show continued deterioration of property values in selected
markets; (2) steps undertaken by management to dispose of the Bank’s problem
assets; and (3) management’s response to continued deterioration in the Bank’s
loan portfolio resulting from ongoing economic challenges generally and, in
particular, challenges in the real estate market.
As a
result of the net loss reported in the above-referenced TFR, the Bank’s minimum
core capital ratio, as of March 31, 2010, was approximately 2.66%, which is
below the elevated ratio of 8.50% required by the OTS (the regulatory core
capital ratio normally required to be deemed “well capitalized” is
5.00%). The Bank’s total risk-based capital ratio, as of March 31,
2010, was approximately 4.86%, which is below the 11.00% required by the OTS
(the regulatory total risk-based capital ratio normally required to be deemed
“well capitalized” is 10.00%).
Since
September 30, 2009, the Bank has been below both the enhanced capital
requirements required by the OTS as well as the ratios normally required to be
deemed “adequately capitalized” by the OTS. Further, the
Bank is subject to a prompt corrective action directive and supervisory
agreement. Failure to comply with the terms
of these regulatory actions within the applicable time frames provided could
result in additional orders or penalties, which could include further
restrictions on the
Company’s business,
assessment of civil money penalties on the
Company and
the Bank, as well as the
Company’s and the Bank’s respective
directors, officers and other affiliated parties, termination of deposit
insurance, removal of one or more officers and/or directors, and
the
liquidation or other closure of the Bank. Generally, these enforcement actions
will be lifted only after subsequent examinations substantiate complete
correction of the underlying issues.
A copy of
the Bank’s TFR will be made available soon on the OTS’ website,
www.ots.treas.gov.
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of
Listing.
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On April
28, 2010, the Company received a delisting determination letter from the staff
of the Nasdaq Stock Market (“Nasdaq”) due to the
Company not being in compliance with the filing requirement under NASDAQ
Marketplace Rule 5250(c)(1). Noncompliance with this Nasdaq rule
resulted from the Company’s delinquency in the filing of its periodic
reports. The Company does not plan to appeal the delisting
determination. The Company’s common stock will be delisted from the
Nasdaq Global Select Market and the trading of the Company’s common stock will
be suspended at the opening of business on May 7, 2010.
The
Company currently anticipates that its common stock will be quoted on the Pink
OTC Markets Inc. system, referred to as the “pink quotes,” and is seeking a
market maker to effect this quotation. There is no assurance that the
Company’s common stock will be quoted in the pink quotes.
On May 4,
2010, the Company issued a press release announcing that it had received the
aforementioned notice from Nasdaq. The full text of the press release
is included in this document as Exhibit
99.2.
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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:
99.1 Press
Release of TierOne Corporation, dated April 30, 2010.
99.2 Press
Release of TierOne Corporation, dated May 4, 2010.
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: May
4, 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 Description
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99.1
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Press
Release of TierOne Corporation, dated April 30,
2010.
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99.2
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Press
Release of TierOne Corporation, dated May 4,
2010.
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