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OMB APPROVAL |
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OMB Number:
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3235-0145
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Expires:
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Jnaury 31, 2006
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Estimated average burden
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 3)*
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TierOne Corporation
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| (Name of Issuer)
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Common Stock, Par Value $.01 Per Share
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| (Title of Class of Securities)
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88650R 10 8
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| (CUSIP Number)
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December 31, 2005
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| (Date of Event Which Requires Filing of this Statement
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Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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[X] |
Rule 13d-1(b) |
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[ ] |
Rule 13d-1(c) |
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[ ] |
Rule 13d-1(d) |
| * |
The
remainder of this cover page shall be filled out for a reporting person’s initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a
prior cover page. |
The information required in the
remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
Persons who respond to
the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
Page 1 of 6 Pages
CUSIP
No. 88650R 10 8
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TierOne Corporation Employee Stock Ownership Plan Trust (05-0532799)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Nebraska |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
--
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
1,316,879
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
--
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
1,794,319 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,794,319
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
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Page 2 of 6 Pages
CUSIP No. 88650R 10 8
| Item 1(a). |
Name
of Issuer: |
| Item 1(b). |
Address
of Issuer's Principal Executive Offices: |
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1235
N Street
Lincoln, Nebraska 68508 |
| Item 2(a). |
Name
of Person Filing: |
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TierOne
Corporation Employee Stock Ownership Plan Trust,
RSGroup Trust Company, Trustee |
| Item 2(b). |
Address
of Principal Business Office or, if None, Residence: |
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TierOne
Corporation
1235 N Street
Lincoln, Nebraska 68508 |
| Item 2(d). |
Title
of Class of Securities: |
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Common
Stock, par value $.01 per share |
| Item 3. |
If
this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is: |
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(f) |
[X]
An employee benefit plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F). |
Page 3 of 6 Pages
CUSIP No. 88650R 10 8
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(a) |
Amount
beneficially owned: 1,794,319 |
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(b) |
Percent
of class: 9.9% (based upon 18,145,773 shares issued and outstanding as of
November 4, 2005) |
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(c) |
Number
of shares as to which the person has: |
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(i) |
Sole
power to vote or to direct the vote: 0 |
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(ii) |
Shared
power to vote or to direct the vote: 1,316,879 (1) |
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(iii) |
Sole
power to dispose or to direct the disposition of: 0 |
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(iv) |
Shared
power to dispose or to direct the disposition of: 1,794,319 |
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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, 2005. As of December 31, 2005, 477,440
shares of Common Stock were allocated to individual accounts established for participating
employees and their beneficiaries, and 1,316,879 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, 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. |
| (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. |
Page 4 of 6 Pages
CUSIP No. 88650R 10 8
| Item 5. |
Ownership
of Five Percent or Less of a Class. |
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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. |
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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. |
| Item 8. |
Identification
and Classification of Members of the Group. |
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Not
applicable since the reporting entity is not a member of a group. |
| Item 9. |
Notice
of Dissolution of Group. |
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Not
applicable since the reporting entity is not a member of a group. |
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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. |
Page 5 of 6 Pages
CUSIP No. 88650R 10 8
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.
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TierOne Corporation |
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Employee Stock Ownership Plan Trust |
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By: RSGroup Trust Company, Trustee |
February 14, 2006 |
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By: /s/ Stephen P. Pollak |
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Stephen P. Pollak, Executive Vice President |
Page 6 of 6 Pages