UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13
or 15(d) of
the Securities Exchange Act of 1934
_________________
Date of Report |
|
(Date of earliest |
event reported): |
August 27, 2004 |
TierOne Corporation
|
(Exact name of registrant as specified in its charter) |
Wisconsin
|
000-50015
|
04-3638672
|
(State or other |
(Commission File |
(IRS Employer |
jurisdiction of |
Number) |
Identification No.) |
incorporation) |
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)) |
Explanatory Note
This report on Form 8-K/A amends and
supplements the report on Form 8-K filed by TierOne Corporation on August 31, 2004
(Report) in connection with its acquisition of all of the issued and
outstanding capital stock of United Nebraska Financial Co., the parent company of United
Nebraska Bank, in accordance with a Stock Purchase Agreement, dated as of March 30, 2004,
by and among TierOne Corporation, United Nebraska Financial Co. and the shareholders of
United Nebraska Financial Co. TierOne Corporation hereby amends Item 9.01 of the Report to
read in its entirety as set forth below:
Item 9.01. Financial
Statements and Exhibits.
|
a) |
Financial
Statements of Business Acquired. |
|
The
audited consolidated balance sheets of United Nebraska Financial Co. at December 31, 2003
and 2002 and the related audited consolidated statements of income, stockholders equity,
and cash flows for each of the three years in the period ended December 31, 2003 are set
forth as Exhibit 99.2 to this amendment to the Report, which exhibit is incorporated by
reference into this Item 9.01. |
|
b) |
Pro
Forma Financial Information. |
|
The
unaudited pro forma condensed balance sheets of TierOne Corporation and United Nebraska
Financial Co. as of December 31, 2003 and the unaudited pro forma condensed statements of
income of TierOne Corporation and United Nebraska Financial Co. for the year ended
December 31, 2003 are set forth as Exhibit 99.3 to this amendment to the Report, which
exhibit is incorporated by reference into this Item 9.01. |
|
The
unaudited pro forma condensed statements of income of TierOne Corporation and United
Nebraska Financial Co. for the nine months ended September 30, 2004 are set forth as
Exhibit 99.3, which exhibit is incorporated by reference into this Item 9.01. |
|
c) |
Exhibits.
The following exhibits are being furnished herewith: |
|
2 |
Stock
Purchase Agreement, dated as of March 30, 2004, among TierOne Corporation, United
Nebraska Financial Co. and the shareholders of United
Nebraska Financial Co. (filed previously as Exhibit 2). |
|
99.1 |
Press
Release of TierOne Corporation, dated August 30, 2004 (filed previously as Exhibit 99). |
|
99.2 |
Audited
Consolidated Balance Sheets of United Nebraska Financial Co. at December 31, 2003 and
2002 and Related Audited Consolidated Statements of
Income, Stockholders' Equity, and Cash Flows for Each of the Three
Years in the Period Ended December 31, 2003. |
2
|
99.3 |
Unaudited
Pro Forma Condensed Balance Sheets of TierOne Corporation and United Nebraska Financial
Co. at December 31, 2003 and Unaudited Pro Forma
Condensed Statements of Income of TierOne Corporation and United Nebraska
Financial Co. for the Year Ended December 31, 2003
and Nine Months Ended September 30, 2004. |
SIGNATURE
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.
|
TIERONE CORPORATION |
Date: November 12, 2004 |
By: /s/ Eugene B. Witkowicz |
|
Eugene B. Witkowicz, |
|
Executive Vice President and |
|
Chief Financial Officer |
3
TIERONE CORPORATION
Exhibit Index to
Current Report on Form 8-K
Exhibit Number
|
Description of Exhibit
|
|
2 |
Stock
Purchase Agreement, dated as of March 30, 2004, among TierOne
Corporation, United Nebraska Financial Co. and the shareholders
of United Nebraska Financial Co. (previously filed as Exhibit
2). |
|
99.1 |
Press Release of TierOne Corporation, dated August 30, 2004 (previously filed as Exhibit
99). |
|
99.2 |
Audited
Consolidated Balance Sheets of United Nebraska Financial Co. at December 31, 2003 and
2002 and Related Audited Consolidated Statements of Income, Stockholders Equity, and Cash
Flows for Each of the Three Years in the Period Ended December 31, 2003. |
|
99.3 |
Unaudited
Pro Forma Condensed Balance Sheets of TierOne Corporation and United Nebraska Financial
Co. at December 31, 2003 and Unaudited Pro Forma Condensed Statements of Income of
TierOne Corporation and United Nebraska Financial Co. for the Year Ended December 31, 2003
and for the Nine Months Ended September 30, 2004. |
4