-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WLiOXXiHQvv74rr194vt/+TRpM/MmyXPyHxXo8L7B8QqwVWqJ6aRfIUqP+he+g+t RyfyELPXBfvvCOBd+XLT3A== 0000927089-06-000077.txt : 20060412 0000927089-06-000077.hdr.sgml : 20060412 20060412154752 ACCESSION NUMBER: 0000927089-06-000077 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060412 DATE AS OF CHANGE: 20060412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT SOUTHERN BANCORP INC CENTRAL INDEX KEY: 0000854560 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 431524856 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-18082 FILM NUMBER: 06755983 BUSINESS ADDRESS: STREET 1: 1451 E BATTLEFIELD CITY: SPRINGFIELD STATE: MO ZIP: 65804 BUSINESS PHONE: 4177764400 MAIL ADDRESS: STREET 1: P O BOX 9009 STREET 2: P O BOX 9009 CITY: SPRINGFIELD STATE: MO ZIP: 65808-9009 10-K/A 1 gs10ka1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2005

Commission File Number 0-18082

GREAT SOUTHERN BANCORP, INC.


(Exact name of registrant as specified in its charter)

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


(Registrant's telephone number, including area code)

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.

Documents incorporated by reference:

Document
Part of Form 10-K
Portions of the definitive proxy statement for the
registrant's 2006 Annual Meeting of Stockholders
Part III


Next Page


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.



2
Next Page



SIGNATURES

          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)


3
Next Page





GREAT SOUTHERN BANCORP, INC.

INDEX TO EXHIBITS

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


4
End.
EX-10.8 2 ex10-8.htm

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.

EX-12 3 ex12.htm

Exhibit 12

RATIO OF EARNINGS TO FIXED CHARGES

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

EX-21 4 ex21.htm

Exhibit 21

SUBSIDIARIES OF THE REGISTRANT

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.

EX-31.1 5 ex31-2.htm

Exhibit 31.2

CERTIFICATIONS

          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

EX-31.2 6 ex31-1.htm

Exhibit 31.1

CERTIFICATIONS

          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

EX-32 7 ex32.htm

Exhibit 32

SECTION 1350 CERTIFICATIONS

          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

-----END PRIVACY-ENHANCED MESSAGE-----