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): November 11,
2009
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
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 November 11, 2009, the Company
received an expected letter from The NASDAQ Stock Market (“NASDAQ”) advising
that, because the Company did not file its Form 10-Q for the fiscal quarter
ended September 30, 2009 by the due date, it is not in compliance with the
filing requirement under NASDAQ Marketplace Rule 5250(c)(1).
The Company currently anticipates making
all necessary filings to become current in its reporting obligations as soon as
practicable. Pursuant to NASDAQ rules, the Company has until January
11, 2010 to submit a plan
to the NASDAQ staff to regain compliance with NASDAQ’s filing
requirement. The Company will endeavor to become current in its
reporting obligations prior to such date, and intends to submit a compliance
plan to NASDAQ if it is unable to do so. Following any such
submission, NASDAQ may provide the Company with up to 180 days from that initial
delinquent filing, or until May 10, 2010, to regain
compliance.
The
Company issued a press release announcing its receipt of the letter from
Nasdaq. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Statements contained in this report
which are not historical facts may be forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to risks and uncertainties which could
cause actual results to differ materially from those currently anticipated due
to a number of factors. Factors which could result in material
variations include, but are not limited to, issues that may arise relative to
loan loss provisions and charge-offs with respect to the Bank’s loan portfolio,
including actions stemming from the review of such portfolio and provisions by
regulators; actions taken by the regulators with respect to the Bank’s capital
position; any issues that may arise from the ongoing examination of the Bank by
the Office of Thrift Supervision; any issues that could impact management’s
judgment as to the adequacy of loan loss reserves; any issues related to the
restatement of the Company’s financial statements for the quarter ended
June 30, 2009 and the preparation of the financial statements for the
quarter ended September 30, 2009; changes in asset quality and general
economic conditions; events related to the supervisory agreement, including
compliance therewith, or actions by regulators related thereto or as a result
thereof; inability of the Bank and the Company to comply with other provisions
of the supervisory agreement; the effects of complying with, or the failure to
comply with, the restrictions imposed on the Bank under the Prompt Corrective
Action regulations; inability to achieve expected results pursuant to the
Company’s plan to address asset quality, restore long-term profitability and
increase capital; further deterioration in the Company’s loan portfolio; issues
associated with the receipt of a tax benefit under The Worker, Homeownership and
Business Assistance Act of 2009; and issues associated with the
closing of the transactions contemplated by the branch purchase agreement with
Great Western Bank. In addition, the Company set forth certain risks
in its reports filed with the Securities and Exchange Commission, including its
Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and
current and periodic reports filed with the Securities and Exchange Commission
thereafter, which could cause actual results to differ from those
projected. These factors should be considered in evaluating the
forward-looking statements and undue reliance should not be placed on such
statements. The Company undertakes no obligation to update these
forward-looking statements to reflect events or circumstances that occur after
the date on which such statements were made.
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Item
9.01.
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Financial Statements
and Exhibits.
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The following exhibit is attached to
this Current Report on Form 8-K:
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99.1
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Press
Release of TierOne Corporation, dated November 13,
2009.
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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: November
13, 2009
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By:
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/s/ Gilbert
G. Lundstrom |
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Gilbert
G. Lundstrom |
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Chairman
of the Board and Chief Executive Officer |
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-Signature Page-
TIERONE
CORPORATION
Exhibit
Index to Current Report on Form 8-K
Exhibit
Number
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99.1
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Press
Release of TierOne Corporation, dated November 13,
2009.
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-Exhibit
Index-