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UNITED STATES FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE For the fiscal year ended December 31, 2005 Commission File Number 0-18082 GREAT SOUTHERN BANCORP, INC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
SECURITIES EXCHANGE ACT OF 1934
Maryland
|
43-1524856 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1451 E. Battlefield, Springfield, Missouri |
65804 |
(Address of principal executive offices) | (Zip Code) |
(417) 887-4400
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $.01
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | Yes / / No /X/ |
Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | Yes / / No /X/ |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | Yes /X/ No / / |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / / | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerate filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): | |
Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ] | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | Yes / / No /X/ |
The aggregate market value of the common stock of the registrant held by non-affiliates of the registrant on June 30, 2005, computed by reference to the closing price of such shares on that date, was $327,528,883. At March 8, 2006, 13,724,231 shares of the registrant's common stock were outstanding. |
Document |
Part of Form 10-K | |
Portions of the definitive proxy statement for the registrant's 2006 Annual Meeting of Stockholders |
Part III |
EXPLANATORY NOTE
The purpose of this Amendment No. 1 on Form 10-K/A to the Great Southern Bancorp, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (the "Original Filing") is to include two exhibits (Exhibits 12 and 21) which were inadvertently omitted from the Original Filing and to correct an inadvertent error in Exhibit 10.8 to the Original Filing.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GREAT SOUTHERN BANCORP, INC. | ||
Date: April 12, 2006 | By: | /s/ Joseph W. Turner Joseph W. Turner President and Chief Executive Officer (Duly Authorized Representative) |
Exhibit No. |
Document |
10.8 | Description of Named Executive Officer Salary and Bonus Arrangements |
12 | Statement of Ratio of Earnings to Fixed Charges |
21 | Subsidiaries of the Registrant |
31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) |
31.2 | Certification of Treasurer Pursuant to Rule 13a-14(a) |
32 | Certifications Pursuant to Section 906 of Sarbanes-Oxley Act |
Exhibit 10.8
Named Executive Officer Salary and Bonus Arrangements for 2006
Base Salaries
The base salaries for 2006 for the executive officers (the "named executive officers") of Great Southern Bancorp, Inc. (the "Company") and Great Southern Bank (the "Bank") who will be named in the compensation table that will appear in the Company's upcoming 2006 annual meeting proxy statement are as follows:
Name and Title |
Base Salary |
William V. Turner | $200,000(1) |
Chairman of the Board of | |
the Company and the Bank | |
Joseph W. Turner | $220,000 |
President and Chief | |
Executive Officer of the | |
Company and the Bank | |
Rex A. Copeland | $164,800 |
Treasurer of the Company | |
and Senior Vice President and | |
Chief Financial Officer of the Bank | |
Steven G. Mitchem | $164,800 |
Senior Vice President and Chief | |
Lending Officer of the Bank | |
Douglas W. Marrs | $ 98,262 |
Vice President -- Operations of the Bank |
______________
(1) During 2006, William V. Turner will also receive payments of salary previously deferred totaling approximately $25,000.
Description of Bonus Arrangements
For 2006, William V. Turner waived his right (as he did in 2005) to receive the annual cash bonus provided for in his employment agreement (one-half of one percent of the Company's pre-tax net income). For 2006, the annual cash bonus payable to Joseph W. Turner under his employment agreement will be three-fourths of one percent of the Company's pre-tax net income. For 2006, as for 2005, each of Messrs. Copeland, Mitchem and Marrs, along with the other executive officers of the Company and the Bank, will be eligible for a cash bonus of up to 15% of base annual salary, with one half of this possible bonus payable if the Company achieves targeted growth in earnings per share for 2006 and one-half of the possible bonus awarded based on individual performance in 2006.
Exhibit 12
At or For Year Ended December 31, | |||||
2005 |
2004 |
2003 |
2002 |
2001 | |
(Dollars in thousands) | |||||
Earnings: | |||||
1. Income before income taxes | $31,734 | $39,074 | $30,151 | $44,118 | $27,207 |
2. Plus interest expense | 56,097 |
37,233 |
31,729 |
37,437 |
46,698 |
3. Earnings including interest on deposits | 87,831 | 76,307 | 61,880 | 81,555 | 73,905 |
4. Less interest on deposits | 42,269 |
28,952 |
25,147 |
29,344 |
33,196 |
5. Earnings excluding interest on deposits | $45,562 |
$47,355 |
$36,733 |
$52,211 |
$40,709 |
Fixed Charges: | |||||
6. Including interest on deposits and capitalized interest | $56,097 | $37,233 | $31,729 | $37,437 | $46,698 |
7. Less interest on deposits (Line 4) | 42,269 |
28,952 |
25,147 |
29,344 |
33,196 |
8. Excluding interest on deposits | $13,828 |
$ 8,281 |
$ 6,582 |
$ 8,093 |
$13,502 |
Ratio of earnings to fixed charges: | |||||
Including interest on deposits (Line 3 divided by Line 6) | 1.57 |
2.05 |
1.95 |
2.18 |
1.58 |
Excluding interest on deposits (Line 5 divided by Line 8) | 3.29 |
5.72 |
5.58 |
6.45 |
3.02 |
Exhibit 21
Parent |
Subsidiary |
Percentage of Ownership |
State of Incorporation or Organization |
Great Southern Bancorp, Inc. | Great Southern Bank | 100% | Missouri |
Great Southern Bancorp, Inc. | Great Southern Capital Trust I | 100% (1) | Delaware |
Great Southern Bank | Great Southern Real Estate Development Corporation | 100% | Missouri |
Great Southern Bank | Great Southern Community
Development
Corporation |
100% | Missouri |
Great Southern Bank | Great Southern Financial Corporation | 100% | Missouri |
Great Southern Bank | GS, L.L.C. | 100% | Missouri |
Great Southern Bank | GSB One, L.L.C. | 100% | Missouri |
GSB One, L.L.C. | GSB Two, L.L.C. | 89% | Missouri |
___________________
(1) Reflects ownership of 100% of the common securities of the trust.
Exhibit 31.2
I, Rex A. Copeland, certify that:
1. I have reviewed this annual report on Form 10-K, as amended on Form 10-K/A, of Great Southern Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and | ||
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | ||
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: April 12, 2006
/s/ Rex A. Copeland Rex A. Copeland Treasurer |
Exhibit 31.1
I, Joseph W. Turner, certify that:
1. I have reviewed this annual report on Form 10-K, as amended on Form 10-K/A, of Great Southern Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and | ||
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | ||
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: April 12, 2006
/s/ Joseph W. Turner Joseph W. Turner President and Chief Executive Officer |
Exhibit 32
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned hereby certifies in his capacity as an officer of GREAT SOUTHERN BANCORP, INC. (the "Company") that the annual report of the Company on Form 10-K, as amended on Form 10-K/A, for the year ended December 31, 2005 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the financial statements included in such report.
Dated: April 12, 2006 | /s/ Joseph W. Turner Joseph W. Turner President and Chief Executive Officer |
|
|
Dated: April 12, 2006 | /s/ Rex A. Copeland Rex A. Copeland Treasurer |