UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
TierOne Corporation
______________________________________________________________________________
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
______________________________________________________________________________
(Title of Class of Securities)
88650R 10 8
______________________________________________________________________________
(CUSIP Number)
December 31, 2003
______________________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Page 1 of 6 Pages
CUSIP NO. 88650R 10 8 13G/A Page 2 of 6 Pages
______________________________________________________________________________
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
TierOne Corporation Employee Stock Ownership Plan Trust (05-0532799)
______________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
______________________________________________________________________________
3. SEC USE ONLY
______________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Nebraska
______________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY - -
OWNED BY ______________________________________________________________
EACH 6. SHARED VOTING POWER
REPORTING
PERSON WITH
1,617,880
______________________________________________________________
7. SOLE DISPOSITIVE POWER
- -
______________________________________________________________
8. SHARED DISPOSITIVE POWER
1,805,931
______________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,805,931
______________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
______________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
______________________________________________________________________________
12. TYPE OF REPORTING PERSON
EP
______________________________________________________________________________
CUSIP NO. 88650R 10 8 13G/A Page 3 of 6 Pages
Item 1(a). Name of Issuer:
TierOne Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
1235 N Street
Lincoln, Nebraska 68508
Item 2(a). Name of Person Filing:
TierOne Corporation Employee Stock Ownership Plan Trust,
RSGroup Trust Company, Trustee
Item 2(b). Address of Principal Business Office or, if None, Residence:
TierOne Corporation
1235 N Street
Lincoln, Nebraska 68508
Item 2(c). Citizenship:
Nebraska
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
88650R 10 8
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is:
(f) [X] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
CUSIP NO. 88650R 10 8 13G/A Page 4 of 6 Pages
Item 4. Ownership.
(a) Amount beneficially owned:
1,805,931
(b) Percent of class: 8.9% (based upon 20,317,568 shares
issued and outstanding as of December 31, 2003)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0
-----
(ii) Shared power to vote or to direct the vote 1,617,880 (1)
-------------
(iii) Sole power to dispose or to direct the disposition of 0
---
(iv) Shared power to dispose or to direct the disposition of
1,805,931
---------
The reporting person is an employee stock ownership plan under the
Employee Retirement Income Security Act of 1974, as amended
("ERISA") with individual accounts for the accrued benefits of
participating employees and their beneficiaries. The reporting
person is administered by an ESOP Committee ("ESOP Committee") and
its assets are held in trust by a trustee ("Plan Trustee"). The
number of shares listed as beneficially owned represents the
entire number of shares of Common Stock held by RSGroup Trust
Company, as Plan Trustee, as of December 31, 2003. As of December
31, 2003, 188,051 shares of Common Stock were allocated to
individual accounts established for participating employees and
their beneficiaries, and 1,617,880 shares were held, unallocated,
for allocation in future years. In general, participating
employees and their beneficiaries have the power and authority to
direct the voting of shares of Common Stock allocated to their
individual accounts. Such allocated shares are, therefore, not
included as shares over which the reporting person has sole or
shared voting power. The reporting person, through the Plan
Trustee, has shared voting power over unallocated Common Stock.
Any unallocated Common Stock is generally required to be voted by
the Plan Trustee in the same proportion as Common Stock which has
been allocated to Participants is directed to be voted. The
reporting person, through the Plan Trustee, shares dispositive
power over all unallocated Common Stock held by the reporting
person. The reporting person,
___________________________
(1) This number reflects the unallocated shares held in the ESOP. All
allocated ESOP shares have pass-through voting. In the event that a
participant does not direct his/her vote, those shares would not be
voted, unless the Trustee determines that compliance with applicable
law, compliance with its fiduciary duties or compliance with the Plan
Sponsor's Voting Policy requires the Trustee to vote such shares.
CUSIP NO. 88650R 10 8 13G/A Page 5 of 6 Pages
acting through the Plan Trustee, shares dispositive power over
allocated Common Stock with participating employees and their
beneficiaries, who have the right to determine whether Common Stock
allocated to their respective accounts will be tendered in response
to a tender offer but otherwise has no dispositive power. Any
unallocated Common Stock is generally required to be tendered by the
Plan Trustee in a tender offer in the same proportion as Common Stock
which has been allocated to Participants is directed to be tendered.
In limited circumstances, ERISA may confer upon the Plan Trustee the
power and duty to control the voting and tendering of Common Stock
allocated to the accounts of participating employees and
beneficiaries who fail to exercise their voting and/or tender
rights. The reporting person disclaims voting power with respect to
such allocated Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable since the reporting entity owns more than 5% of the
class.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Dividends on Common Stock allocated to the accounts of
participating employees and their beneficiaries, to the extent
paid in the form of additional securities, are added to their
respective individual accounts. Dividends on Common Stock
allocated to the accounts of participating employees and their
beneficiaries, to the extent paid in cash, are, at the direction
of the Plan Administrator, either (i) credited to the respective
individual accounts, or (ii) used to pay principal and interest on
outstanding indebtedness incurred by the reporting person to
acquire Common Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable since the reporting entity is not a member of a
group.
Item 9. Notice of Dissolution of Group.
Not applicable since the reporting entity is not a member of a
group.
CUSIP NO. 88650R 10 8 13G/A Page 6 of 6 Pages
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
This report is not an admission that RSGroup Trust Company is the
beneficial owner of any securities covered by this report, and RSGroup Trust
Company expressly disclaims beneficial ownership of all shares reported herein
pursuant to Rule 13d-4.
TierOne Corporation
Employee Stock Ownership Plan Trust
By: RSGroup Trust Company, Trustee
February 3, 2004 By: /s/ Stephen P. Pollak
-----------------------------------------
Stephen P. Pollak, Executive Vice President