Registration No. 333-161894

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1 TO THE FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

OmniAmerican Bancorp, Inc. and
OmniAmerican Bank 401(k) Profit Sharing Plan

(Exact Name of Registrant as Specified in Its Charter)

Maryland		6712		27-0983595
(State or Other Jurisdiction of		(Primary Standard Industrial		(I.R.S. Employer
Incorporation or Organization)		Classification Code Number)		Identification Number)

1320 S. University Drive, Suite 900
Fort Worth, Texas 76107
(817) 367-4640
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)

Mr. Tim Carter
President and Chief Executive Officer
1320 S. University Drive, Suite 900
Fort Worth, Texas 76107
(817) 367-4640
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent for Service)

Eric Luse, Esq. Alan Schick, Esq. Luse Gorman Pomerenk & Schick, P.C. 5335 Wisconsin Avenue, N.W. Suite 780 Washington, D.C. 20015 (202) 274-2000		James C. Stewart, Esq. Maliza Spidi & Fisch, PC 901 New York Avenue, N.W. Suite 210 East Washington, D.C. 20001 (202) 434-4660

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer   þ (Do not check if a smaller reporting company)		Smaller reporting company o

Title of each class of

Amount to be

Proposed maximum

Proposed maximum

Amount of

securities to be registered

registered

offering price per share

aggregate offering price

registration fee

Common Stock, $0.01 par value per share

11,902,500 shares

$

10.00

$

119,025,000

(1)

$

6,642

(2)

Participation interests

560,392 interests

(3)

(1)		Estimated solely for the purpose of calculating the registration fee.
(2)		Previously paid.
(3)		The securities of OmniAmerican Bancorp, Inc. to be purchased by the OmniAmerican Bank 401(k) Profit Sharing Plan are included in the amount shown for the common stock. Accordingly, no separate fee is required for the participation interests. In accordance with Rule 457(h) of the Securities Act of 1933, as amended, the registration fee has been calculated on the basis of the number of shares of common stock that may be purchased with the current assets of such Plan.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

Prospectus Supplement

Interests in

OMNIAMERICAN BANK
401(k) PROFIT SHARING PLAN

Offering of Participation Interests in up to 560,392 Shares of

OMNIAMERICAN BANCORP, INC.

Common Stock

     In connection with the conversion of OmniAmerican Bank from the mutual to the stock form of organization, OmniAmerican Bancorp, Inc. is allowing participants in the OmniAmerican Bank 401(k) Profit Sharing Plan (the “Plan”) to invest all or a portion of their accounts in participation interests in the common stock of OmniAmerican Bancorp, Inc. Based upon the value of the Plan assets at June 30, 2009, OmniAmerican Bancorp, Inc. has registered a number of participation interests through the Plan in order to enable the trustee to purchase up to 560,392 shares of OmniAmerican Bancorp, Inc. common stock, at the purchase price of $10.00 per share. This prospectus supplement relates to the initial election of Plan participants to direct the trustee of the Plan to invest all or a portion of their Plan accounts in the OmniAmerican Bancorp, Inc. Stock Fund at the time of the stock offering.

     The prospectus of OmniAmerican Bancorp, Inc. dated                     , 2009, accompanies this prospectus supplement. It contains detailed information regarding the conversion and stock offering of OmniAmerican Bancorp, Inc. common stock and the financial condition, results of operations and business of OmniAmerican Bancorp, Inc. and OmniAmerican Bank. This prospectus supplement provides information regarding the Plan. You should read this prospectus supplement together with the prospectus and keep both for future reference.

     

     For a discussion of risks that you should consider, see the “Risk Factors” section of the prospectus.

     The interests in the Plan and the offering of OmniAmerican Bancorp, Inc. common stock have not been approved or disapproved by the Office of Thrift Supervision, the Securities and Exchange Commission or any other federal or state agency. Any representation to the contrary is a criminal offense.

     The securities offered in this prospectus supplement and in the prospectus are not deposits or accounts and are not federally insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

     This prospectus supplement may be used only in connection with offers and sales by OmniAmerican Bancorp, Inc. of participation interests in shares of common stock acquired by the Plan. No one may use this prospectus supplement to re-offer or resell interests or shares of common stock acquired through the Plan.

     You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. OmniAmerican Bancorp, Inc., OmniAmerican Bank and the Plan have not authorized anyone to provide you with information that is different.

     This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the prospectus nor any sale of common stock or participation interests representing an ownership interest in OmniAmerican Bancorp, Inc. common stock shall under any circumstances imply that there has been no change in the affairs of OmniAmerican Bancorp, Inc. or any of its subsidiaries or the Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

     The date of this prospectus supplement is                     , 2009.

TABLE OF CONTENTS

THE OFFERING			1
Securities Offered			1
Election to Purchase Common Stock in the Offering: Priorities			1
Value of the Plan Assets			3
Minimum Investment			3
How to Order			4
Order Deadline			5
Irrevocability of Transfer Direction			5
Other Purchases in Your Account During the Offering Period			6
Direction to Purchase or Sell Common Stock after the Offering			6
Purchase Price of Common Stock			6
Voting Rights of Common Stock			6
DESCRIPTION OF THE PLAN			7
Introduction			7
Eligibility and Participation			7
Contributions Under the Plan			8
Vesting			9
Withdrawals and Distributions from the Plan			9
Investment of Contributions and Account Balances			10
Performance History			11
Description of the Investment Funds			12
Administration of the Plan			17
Amendment and Termination			17
Merger, Consolidation or Transfer			18
Federal Income Tax Consequences			18
Notice of Your Rights Concerning Employer Securities			19
Additional ERISA Considerations			20
Securities and Exchange Commission Reporting and Short-Swing Profit Liability			20
Financial Information Regarding Plan Assets			21
LEGAL OPINION			21
EX-1.2
EX-1.3
EX-3.1.1
EX-3.2
EX-8
EX-10.2
EX-10.3
EX-23.2
EX-99.4
EX-99.8

THE OFFERING

Securities Offered		In connection with the initial stock offering of OmniAmerican Bancorp, Inc., OmniAmerican Bancorp, Inc. is offering participation interests to participants in the OmniAmerican Bank 401(k) Profit Sharing Plan (the “Plan”). The participation interests represent your indirect ownership of OmniAmerican Bancorp, Inc. common stock through the OmniAmerican Bancorp, Inc. Stock Fund being established under the Plan in connection with the stock offering. At the purchase price of $10 per share, the Plan may acquire up to 560,392 shares of OmniAmerican Bancorp, Inc. common stock in the stock offering, based on the fair market value of the Plan’s assets as of June 30, 2009. Only employees of OmniAmerican Bank may become participants in the Plan. Your investment in the shares of common stock of OmniAmerican Bancorp, Inc. in the stock offering through the OmniAmerican Bancorp, Inc. Stock Fund is subject to the purchase priorities contained in the Plan of Conversion of OmniAmerican Bank.
		Information with regard to the Plan is contained in this prospectus supplement and information with regard to the financial condition, results of operations and business of OmniAmerican Bancorp, Inc. is contained in the accompanying prospectus. The address of the principal executive office of OmniAmerican Bancorp, Inc. and OmniAmerican Bank is 1320 South University Drive, Suite 900, Fort Worth, TX 76107. OmniAmerican Bank’s telephone number is (817)-246-0111.
		All elections to purchase participation interests in the OmniAmerican Bancorp, Inc. Stock Fund in the stock offering and any questions about this prospectus supplement should be addressed to Benefits Manager, telephone number: (817) 367-4645; fax (817) 367-5483 or by e-mail at Gina.Heppel@omniamerican.com.
Election to Purchase Common Stock in the Offering: Priorities		In connection with the conversion of OmniAmerican Bank to a stock institution as the wholly-owned subsidiary of OmniAmerican Bancorp, Inc. and stock offering of the common stock of OmniAmerican Bancorp, Inc., you may elect to transfer, all or part of your account balances in the Plan to the OmniAmerican Bancorp, Inc. Stock Fund, to be used to purchase the common stock issued in the stock offering. The trustee of the OmniAmerican Bancorp, Inc. Stock Fund will purchase common stock of OmniAmerican Bancorp, Inc. in accordance with your directions. However, such

		directions are subject to purchase limitations in the Plan of Conversion of OmniAmerican Bank.
		The shares of common stock are being offered at $10 per share in a subscription offering and community offering. In the subscription offering, the shares are being offered in the following descending order of priority:
		Subscription offering:

		(1)		First, to depositors of OmniAmerican Bank with $50 or more as of the close of business on March 31, 2008.
		(2)		Second, to OmniAmerican Bank’s tax-qualified plans, including the employee stock ownership plan and the Plan.
		(3)		Third, to depositors of OmniAmerican Bank with $50 or more on deposit as of the close of business on                     .
		(4)		Fourth, to depositors of OmniAmerican Bank as of the close of business on                     .

		If not all shares are subscribed for in the subscription offering, our shares will be offered in a community offering to residents of the Texas counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, Parker, Tarrant, and Wise.
		If you fall into subscription categories (1), (3), or (4), you have subscription rights to purchase shares of OmniAmerican Bancorp, Inc. common stock in the subscription offering. You will separately receive offering materials in the mail, including a Stock Order Form. If you wish to purchase stock outside of the Plan, you must complete and submit the Stock Order Form and payment, to the Stock Service Center.
		Additionally, or instead of placing an order outside of the Plan through a Stock Order Form, as a Plan participant, you may place an order to purchase shares of common stock of OmniAmerican Bancorp, Inc. through the Plan, in the manner described below under “How to Order.”
		No later than                     , the deadline for placing orders in the Plan, the amount that you elect to transfer from your existing account balances for the purchase of a participation interest in the shares of OmniAmerican Bancorp, Inc. common stock in the Plan will be removed from your existing accounts and transferred to an interest-bearing cash account called the Stock Offering Option, pending the closing of the stock offering.

		At the closing of the stock offering and subject to a determination as to whether all or any portion of your order may be filled (based on your purchase priority and whether the stock offering is over subscribed), the amount that you have transferred to purchase common stock in the stock offering will be placed in the OmniAmerican Bancorp, Inc. Stock Fund and allocated to your Plan account.
		In the event the stock offering is oversubscribed, i.e. there are more orders for shares of common stock than shares available for sale in the stock offering, and the trustee is unable to use the full amount allocated by you to purchase shares of common stock in the stock offering, the amount that cannot be invested in shares of common stock, and any interest earned, will be reinvested in the other investment funds of the Plan in accordance with your then existing investment election (in proportion to your investment direction for future contributions). If you do not have an existing election as to the investment of future contributions, then such amounts will be transferred to and invested in Principal Lifetime Fund (based on your age), pending your reinvestment in another fund of your choice.
		If you choose not to direct the investment of your account balances towards the purchase of any shares in the stock offering, your account balances will remain in the investment funds of the Plan as previously directed by you.
Value of the Plan Assets		As of June 30, 2009, the market value of the assets of the Plan was approximately $5,874,709, which included $270,782 in loans to participants. Accordingly, $5,603,920 is available to purchase up to 560,392 shares of OmniAmerican Bancorp, Inc. common stock in the offering. A participant in the Plan can determine the current value of his or her account balance by contacting the Principal Retirement Service Center at www.principal.com or by calling 1-800-547-7754.
Minimum and Maximum Investment		In connection with the stock offering, the Plan will permit you to direct the trustee to transfer all or part of the funds that represent your current beneficial interest in the assets of the 401(k) Plan to the Stock Offering Option. The trustee of the 401(k) Plan will subscribe for shares of OmniAmerican Bancorp, Inc. common stock offered for sale in connection with the stock offering, in accordance with each participant’s direction. In order to purchase participation interests in shares in the stock offering through the Plan, the minimum investment is $250, which will purchase 25 shares. The maximum investment any individual can make through the Plan is

		$300,000, (which will purchase 30,000 shares). These purchases when aggregated with purchases made by you, your “Associates” or other persons “Acting in Concert” with you (as these terms are defined in the prospectus) cannot exceed $500,000 in the aggregate or 50,000 shares. The trustee will pay $10.00 per share, which will be the same price paid by all persons who purchase shares in the stock offering.
How to Order		You can elect to transfer (in whole percentages or dollar amounts) all or a portion of your account balance in the Plan to the Stock Offering Option for the purchase of shares of common stock in the stock offering. This is done by following the procedures described below. Please note the following stipulations concerning this election:

		•		You can direct all or a portion of your current account balance to the Stock Offering Option.
		•		Your election is subject to a minimum purchase of 25 shares which equates to $250.00.
		•		Your election is subject to a maximum purchase of 30,000 shares which equates to $300,000.
		•		The election period opens                     , 2009 and closes December                     , 2009.
		•		After your election is accepted by Principal Financial Group, it will be rounded down to the closest dollar amount divisible by $10.00. The difference will remain in the Stock Offering Option until the formal closing of the offering has been completed. At that time, the common shares purchased based on your election will be transferred to the OmniAmerican Bancorp, Inc. Stock Fund and any remaining funds will be transferred out of the Stock Offering Option for investment in other funds under the 401(k) Plan based on your election currently on file for future contributions. If you do not have an election on file for future contributions, any remaining funds will be transferred to the Principal Lifetime Fund (based on your age) to be reinvested by you in your discretion.
		•		You will continue to have the ability to transfer amounts not in the OmniAmerican Bancorp, Inc. Stock Fund among all the other investment funds on a daily basis.
		•		The amount transferred to the OmniAmerican Bancorp, Inc. Stock Fund needs to be segregated and held until the offering

				closes. Therefore, this money is not available for distributions, loans or withdrawals until the transaction is completed which is after the closing of the stock offering.

		You are allowed only one election to transfer funds to the Stock Offering Option. Follow these steps to make your election to use all or part of your account balance in the 401(k) Plan to purchase shares in the stock offering:

		•		Go to www.principal.com and log into your 401k Plan account.
		•		Click on the “Make Changes” tab.
		•		Under the “Make Changes: Overview” screen, click on the “Transfer to Different Investment Options” link.
		•		Stay on the first page of the election screen to make an election using percentages from your current fund balances.
		•		Find the “Advanced Transfers Features” link to make an election from a specific source of money or to make a dollar election.
		•		Complete all the steps in the election process until you receive an electronic confirmation number (Note: your election is not complete until you receive an electronic confirmation number).
		•		Once you have an electronic confirmation number, your election cannot be changed.

		After you have completed your election, you will also need to complete the Stock Information Form and return it in the self-addressed envelope provided by December                     , 2009. It is critical that this Stock Information Form be completed and returned.
Order Deadline		You must make your election and return your Stock Information Form to Human Resources Department, OmniAmerican Bank, 1320 South University Drive, Suite 900, Fort Worth, TX 76107, to be received by no later than                      on                     [day],                     [date], 2009. You may return your Stock Information Form by US mail, interoffice mail or by faxing it to (                    )                      —                     , so long as it is returned by the time specified.
Irrevocability of Transfer Direction		Once you have made your election as described above, you may not change your special election to transfer amounts to the Stock Offering Option for the purchase of stock in the stock offering.

		Your election is irrevocable.
Other Purchases in Your Account During the Offering Period		Whether or not you choose to purchase stock in the offering through the Plan, you will at all times have complete access to those amounts in your account that you do not apply towards purchases in the offering. For example, you will be able to purchase other funds within the Plan with that portion of your account balance that you do not apply towards purchases in the offering during the offering period. Such purchases will be made at the prevailing market price in the same manner as you make such purchases now, i.e., through telephone transfers and internet access to your account.
Direction to Purchase or Sell Common Stock after the Stock Offering		After the stock offering, you will again have complete access to any amount that you directed towards the investment in the OmniAmerican Bancorp, Inc. Stock Fund. You may direct that your future contributions or your account balance in the Plan be transferred to the OmniAmerican Bancorp, Inc. Stock Fund. After the stock offering, you will also have the ability to sell all or a portion of your interest in the OmniAmerican Bancorp, Inc. Stock Fund.
		Special restrictions may apply to transfers directed to and from the OmniAmerican Bancorp, Inc. Stock Fund by participants who are subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, relating to the purchase and sale of securities by officers, directors and principal shareholders of OmniAmerican Bancorp, Inc.

Purchase Price of Common Stock		During the stock offering, the trustee will pay $10.00 per share, which will be the same price paid by all other persons for a share of OmniAmerican Bancorp, Inc. common stock in the stock offering.
		After the stock offering, the trustee will acquire common stock in open market transactions at the prevailing price which may be less than or more than $10.00 per share.
Voting Rights of Common Stock		The Plan provides that you may direct the trustee how to vote any shares of OmniAmerican Bancorp, Inc. common stock held by the OmniAmerican Bancorp, Inc. Stock Fund, and the interest in such shares that is credited to your account. If the trustee does not receive your voting instructions, the Plan administrator will exercise these rights as it determines in its discretion and will direct the trustee accordingly. All voting instructions will be kept confidential.

DESCRIPTION OF THE PLAN

Introduction

     OmniAmerican Bank originally adopted the OmniAmerican 401(k) Profit Sharing Plan on July 1, 1995, and amended and restated it effective April 1, 2007 (as amended and restated, the “Plan”). The Plan is a tax-qualified plan with a cash or deferred compensation feature established in accordance with the requirements under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”).

     OmniAmerican Bank intends that the Plan, in operation, will comply with the requirements under Section 401(a) and Section 401(k) of the Code. OmniAmerican Bank will adopt any amendments to the Plan that may be necessary to ensure the continuing qualified status of the Plan under the Code and applicable Treasury Regulations.

     Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan is an “individual account plan” other than a “money purchase pension plan” within the meaning of ERISA. As such, the Plan is subject to all of the provisions of Title I (Protection of Employee Benefit Rights) and Title II (Amendments to the Code Relating to Retirement Plans) of ERISA, except to the funding requirements contained in Part 3 of Title I of ERISA, which by their terms do not apply to an individual account plan (other than a money purchase plan). The Plan is not subject to Title IV (Plan Termination Insurance) of ERISA. The funding requirements contained in Title IV of ERISA are not applicable to participants or beneficiaries under the Plan.

     Reference to Full Text of Plan. The following portions of this prospectus supplement summarize certain provisions of the Plan. They are not complete and are qualified in their entirety by the full text of the Plan. Copies of the Plan are available to all employees by filing a request with the Plan Administrator c/o OmniAmerican Bank, 1320 South University Drive, Suite 900, Fort Worth, TX 76107. OmniAmerican Bank’s telephone number is (817)-246-0111. You are urged to read carefully the full text of the Plan.

Eligibility and Participation

     As an employee of OmniAmerican Bank, you are eligible to become a participant in the Plan on the first day of the month after you have reached age 21. Union employees covered by a collective bargaining agreement for which retirement benefits were bargained in good faith, nonresident aliens who receive no earned income from the U.S., and leased employees (as defined in the Plan, generally to include independent contractors) are not eligible to participate in the Plan. The Plan year is January 1 to December 31 (the “Plan Year”).

     As of June 30, 2009, there were approximately 324 employees, former employees and beneficiaries eligible to participate in the Plan.

Contributions Under the Plan

     Elective Deferrals. You are permitted to defer a percentage of your pay, subject to certain limitations imposed by the Code, and to have that amount contributed to the Plan on your behalf. For purposes of the Plan, your “pay” means your total pay, including your elective contributions to any of OmniAmerican Bank’s plans, but excludes expense repayments or other allowances, fringe benefits, moving expenses and deferred compensation and welfare benefits. Pay also excludes bonuses and overtime. You may elect to modify the amount contributed to the Plan by filing a new elective deferral agreement with the Plan administrator at the beginning of each pay period.

     Employer Matching Contributions. OmniAmerican Bank may make discretionary matching contributions to the Plan equal to a percentage of your elective defined contributions, as determined by OmniAmerican Bank. OmniAmerican Bank may choose to match your elective deferral contributions on up to 5% of your pay.

     Employer Discretionary Contributions. OmniAmerican Bank may make discretionary contributions to the Plan, which means that OmniAmerican Bank chooses the percentage of the contribution and whether or not it will be made. Your share of the discretionary contributions is determined by multiplying the discretionary contribution by a fraction, the numerator of which is “your pay” and the denominator of which is the total pay of all participants entitled to share in the contributions.

     Qualified Nonelective Contributions. OmniAmerican Bank may make a qualified nonelective contribution each plan year, in an amount determined by the bank, to participants (other than highly paid employees) who are eligible for a share of the contribution on December 31. A participant is eligible if the participant was an active employee at any time during the plan year.

     Makeup Contributions. OmniAmerican Bank will permit participants who return to work after a period of qualified military service to contribute missed elective deferrals to the Plan. If a participant contributes makeup contributions, OmniAmerican Bank will make any matching contributions that apply.

Limitations on Contributions

     Limitations on Employee Salary Deferrals. For the Plan Year beginning January 1, 2009, the amount of your before-tax contributions may not exceed $16,500 per calendar year. Contributions in excess of this limit are known as excess deferrals. If you defer amounts in excess of this limitation, your gross income for federal income tax purposes will include the excess in the year of the deferral. In addition, unless the excess deferral is distributed before April 15 of the following year, it will be taxed again in the year distributed. Income on the excess deferral distributed by April 15 of the immediately succeeding year will be treated, for federal income tax purposes, as earned and received by you in the tax year in which the contribution is made.

     Limitations on Catch-up Contributions. If you have made the maximum amount of regular before-tax contributions allowed by the Plan or other legal limits and you have attained at least age 50 (or will reach age 50 prior to the end of the plan year), you are also eligible to make

an additional catch-up contribution. You may authorize OmniAmerican Bank to withhold a specified dollar amount of your compensation for this purposes. For 2009, the maximum catch-up contribution is $5,500.

     Limitations on Contributions based on Compensation. Contributions to the Plan cannot be based on compensation in excess of certain limits established under the Code that are adjusted annually. For 2009, the amount of annual compensation that can be taken into account for each participant is limited to $245,000. For these purposes, compensation is defined differently than “pay” to include your taxable wages for income tax withholding purposes. Compensation also includes certain amounts that are not subject to income tax withholding, such as elective deferrals to the Plan or to a cafeteria plan or amounts contributed towards the purchase of qualified transportation fringe benefits.

     Limitation on Plan Contributions for Highly Compensated Employees. Special provisions of the Code limit the amount of employee deferrals and employer matching contributions that may be made to the Plan in any year on behalf of highly compensated employees, in relation to the amount of employee deferrals and employer matching contributions made by or on behalf of all other employees eligible to participate in the Plan. A highly compensated employee for a plan year includes any employee who: (1) was a 5% owner of OmniAmerican Bancorp, Inc. at any time during the current or preceding year, or (2) had compensation for the preceding year of more than the preceding year’s highly compensated employee dollar limit (for 2009, the dollar limit is $110,000; for 2008, the dollar limit is $105,000). The dollar amount in the foregoing sentence may be adjusted annually to reflect increases in the cost of living. If these limitations are exceeded, the level of deferrals by highly compensated employees and matching contributions to highly compensated employees may have to be adjusted.

Vesting

     At all times, you have a fully vested, nonforfeitable interest in your elective deferral contributions. Your employer matching contributions and employer discretionary contributions will vest over a 6 year period at rate of 20% per year, commencing in the second year. You will also become 100% vested in your matching contributions and employer discretionary contributions upon your death, disability or attainment of age 65 while employed with OmniAmerican Bank.

Withdrawals and Distributions from the Plan

Applicable federal law requires the Plan to impose substantial restrictions on the right of a Plan participant to withdraw amounts held for his or her benefit under the Plan prior to the participant’s termination of employment with OmniAmerican Bank. A substantial federal tax penalty may also be imposed on withdrawals made prior to the participant’s attainment of age 59¹/2, regardless of whether such a withdrawal occurs during his or her employment with OmniAmerican Bank or after termination of employment.

     Time of Distribution. You may request a distribution from the Plan if you terminate employment before your normal retirement age (age 65), or in the event you incur a disability, or in the event you attain your normal retirement age but do not terminate employment.

     In the event you have attained age 59¹/2 and are still employed by OmniAmerican Bank, you may request a distribution from your elective deferrals and from the portion of your account attributable to employer discretionary contributions, employer matching contributions and qualified nonelective contributions.

     Hardship. In the event you incur a financial hardship, you may request an in-service withdrawal of the portion of your account attributable to your elective deferrals (but not income on your elective deferrals), discretionary contributions, matching contributions and qualified nonelective contributions.

     Rollover Contributions and Transfer Contributions. You may request a distribution of your rollover contributions and transfer contributions at any time.

     Loan. You may request a loan from your account pursuant to the procedures established in the Plan.

     Form of Distribution. Distribution of your benefit under the Plan will be made in a single lump sum payment. You may elect to have the distribution paid in a direct rollover to an individual retirement account or another employer plan or paid directly to you.

Investment of Contributions and Account Balances

     All amounts credited to your accounts under the Plan are held in the Plan trust (the “Trust”), which is administered by the trustee appointed by OmniAmerican Bank’s Board of Directors.

     Prior to the effective date of the offering, you were provided the opportunity to direct the investment of your account into one of the following funds:

Aim Capital Development R Fund
Alliance Bernstein International Value A Fund
American Century Equity Income A Fund
American Funds Bond Fund Of America R3 Fund
American Funds Capital World Growth & Income R3
American Funds Fundamental Investors R3 Fund
American Funds Growth Fund of America R3 Fund
American Funds Income Fund Of America R3 Fund
Aston/TAMRO Small Cap N Fund
Fidelity Advisor Leveraged Co Stock T Fund
Fidelity Advisor Small Cap T Fund
Franklin Strategic Income R Fund
Janus Adviser Forty S Fund

Janus Adviser International Growth S Fund
LargeCap S&P 500 Index Separate Account-R4
MidCap Value I Separate Account-R4
Mutual Shares R Fund
Stable Value Fund
Principal LifeTime 2010 Separate Account-R4
Principal LifeTime 2020 Separate Account-R4
Principal LifeTime 2030 Separate Account-R4
Principal LifeTime 2030 Separate Account-R4
Principal LifeTime 2040 Separate Account-R4
Principal LifeTime 2050 Separate Account-R4
Principal LifeTime Strategic Income Separate Account-R4
Real Estate Securities Separate Account-R4
SmallCap Value II Separate Account-R4

Performance History

     The following table provides performance data with respect to the investment funds available under the Plan through June 30, 2009 for average annual total returns and for year-to-date returns as of June 30, 2009:

		YTD				Average Annual Total Returns as of June 30, 2009
		Returns as																10 Year
		of June 30,																(unless noted
Fund Name		2009				1 Year				3 Year				5 Year				otherwise)
AIM Capital Development R Fund			11.84				-32.55				-11.32				-1.98				2.43
Alliance Bernstein International Value A Fund			7.18				-42.17				-14.79				-0.34				4.31	*
American Century Equity Income A Fund			2.65				-13.91				-3.74				0.71				4.68
American Funds Bond Fund Of America R3 Fund			6.89				-5.14				0.43				1.68				3.96
American Funds Capital World Growth & Income R3			6.90				-26.92				-4.15				4.30				6.08
American Funds Fundamental Investors R3 Fund			9.02				-29.17				-6.76				1.61				1.85
American Funds Growth Fund of America R3 Fund			11.93				-26.98				-6.74				0.26				2.23
American Funds Income Fund Of America R3 Fund			3.17				-19.43				-5.32				0.55				3.29
Aston/TAMRO Small Cap N Fund			9.24				-18.18				-6.08				0.70				7.46	*
Fidelity Advisor Leveraged Co Stock T Fund			21.97				-47.16				-10.66				0.79				10.15	*
Fidelity Advisor Small Cap T Fund			6.26				-17.87				-2.86				2.86				4.26
Franklin Strategic Income R Fund			12.46				-0.17				3.82				4.80				5.74
Janus Adviser Forty S Fund			-0.87				-41.11				-7.02				1.18				-0.19
Janus Adviser International Growth S Fund			3.05				-43.84				-6.99				6.33				5.96
LargeCap S&P 500 Index Separate Account-R4			2.93				-26.52				-8.65				-2.72				-2.73
MidCap Value I Separate Account-R4			3.55				-30.50				-9.25				-0.09				3.50
Mutual Shares R Fund			5.08				-23.95				-9.24				-1.05				2.55
Stable Value Fund			1.05				2.83				3.69				3.63				4.25
Principal LifeTime 2010 Separate Account-R4			5.46				-21.02				-6.31				-0.69				1.75	*
Principal LifeTime 2020 Separate Account-R4			5.77				-23.98				-6.88				-0.47				1.92	*
Principal LifeTime 2030 Separate Account-R4			5.71				-26.40				-7.66				-0.71				1.54	*
Principal LifeTime 2040 Separate Account-R4			5.69				-28.11				-8.28				-1.07				1.45	*
Principal LifeTime 2050 Separate Account-R4			5.47				-29.12				-8.72				-1.19				0.90	*
Principal LifeTime Strategic Income Separate Account-R4			4.68				-14.42				-4.32				0.05				2.20	*
Real Estate Securities Separate Account-R4			-12.26				-38.89				-17.15				-0.87				5.13	*
SmallCap Value II Separate Account-R4			2.93				-25.41				-13.64				-3.63				-2.56	*

*		Since inception.
Note:		Performance data for periods of less than one year do not reflect the deduction of purchase and redemption fees. Some funds may have administrative expenses related to the cost of employer plan recordkeeping, which are not reflected in the figures. If these fees were included, the performance would be lower. All other performance data are adjusted for purchase and redemption fees where applicable.

Description of the Investment Funds

     The following is a description of each of the funds:

Aim Capital Development R Fund

     The investment seeks long-term growth of capital. The fund invests in equity securities of mid-capitalization companies, which are considered representative of medium-sized companies and constitute approximately 25% of the total market capitalization of the Russell 1000 index.

     Alliance Bernstein International Value A Fund

     The investment seeks long-term growth of capital. The fund invests primarily in a diversified portfolio of equity securities of established companies selected from more than 40 industries and more than 40 developed and emerging market countries. It normally invests in companies in at least three countries other than the United States. These countries currently include the developed nations in Europe and the Far East, Canada, Australia and emerging market countries worldwide.

     American Century Equity Income A Fund

     The investment seeks current income; capital appreciation is a secondary consideration. The fund invests in equity securities of companies with a favorable income-paying history and with the potential for an increase in share price.

     American Funds Bond Fund Of America R3 Fund

     The investment seeks to provide as high a level of current income as is consistent with the preservation of capital. The fund normally invests at least 80% of assets in bonds and other debt securities. It invests a majority of its assets in debt securities rated A and above, including securities issued and guaranteed by the U.S. and other governments, and securities backed by mortgages and other assets. The fund currently does not invest more than 15% of its assets in debt securities rated Ba and BB or below or in debt securities that are unrated but determined to be of equivalent quality.

     American Funds Capital World Growth & Income R3

     The investment seeks long-term capital growth and current income. The fund invests, on a global basis, in common stocks that are denominated in U.S. dollars or other currencies. It may also hold cash or money market instruments.

     American Funds Fundamental Investors R3 Fund

     The investment seeks long-term growth of capital and income. The fund invests primarily in common stocks or securities convertible into common stocks and may invest

significantly in securities of issuers domiciled outside the United States and Canada and not included in the Standard & Poor’s 500 Composite index. It may also hold cash or money market instruments.

     American Funds Growth Fund of America R3 Fund

     The investment seeks capital growth by investing in common stocks. The fund primarily invests in high potential growth companies. It may also invest up to 15% of assets in securities of issuers domiciled outside the United States and Canada and not included in Standard & Poor’s 500 Composite index. It may invest up to 10% of assets in lower quality nonconvertible debt securities.

     American Funds Income Fund Of America R3 Fund

     The investment seeks current income; capital appreciation is secondary. The fund allocates among common and preferred stocks, straight debt securities, convertibles, and cash equivalents. It normally maintains 60% of assets in equity-type securities. The fund may also invest up to 25% of assets in equity securities of issuers domiciled outside the United States and not included in Standard & Poor’s 500 Composite index. In addition, the fund may invest up to 20% of assets in lower quality, higher yielding nonconvertible debt securities. It may also invest up to 10% of assets in debt securities of non-U.S. issuers.

     Aston/TAMRO Small Cap N Fund

     The investment seeks long-term capital appreciation. The fund normally invests at least 80% of assets in a blended portfolio of growth and value stocks of small-cap companies. The portfolio manager seeks opportunities across the growth/value spectrum, resulting in what is generally considered a “core” portfolio. It may also invest in REITs, foreign securities, convertible bonds, securities outside the small-cap range and cash-equivalent securities.

     Fidelity Advisor Leveraged Co Stock T Fund

     The investment seeks capital appreciation. The fund invests at least 80% of assets in stock issued by both domestic and foreign issuers. It normally invests in common stocks of leveraged companies (companies that issue lower-quality debt and other companies with leveraged capital structures). The fund typically invests in either “growth” stocks or “value” stocks or both.

     Fidelity Advisor Small Cap T Fund

     The investment seeks long-term growth of capital. The fund normally invests at least 80% of assets in equity securities issued by companies with small market capitalizations. These companies generally have market capitalizations that fall within the range of the Russell 2000 index or the Standard & Poor’s SmallCap 600 index. It invests primarily in common stocks. The fund may invest in domestic and foreign issuers, as well as growth stocks, value stocks, or both.

     Franklin Strategic Income R Fund

     The investment seeks high current income; capital appreciation is a secondary consideration. The fund normally invests at least 65% of assets in U.S. and foreign debt

securities, including those in emerging markets. It may invest up to 100% of assets in high-yield, lower-quality debt securities. The fund may invest in many different securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. It may invest a portion of assets in bank loans and loan participations.

     Janus Adviser Forty S Fund

     The investment seeks long-term growth of capital. The fund invests primarily in a core group of 20-40 common stocks selected for their growth potential. It may invest in companies of any size, from larger, well-established companies to smaller, emerging growth companies. The portfolio manager applies a “bottom up” approach in choosing investments. The fund may invest without limit in foreign equity and debt securities, which may include investments in emerging markets. It is nondiversified.

     Janus Adviser International Growth S Fund

     The investment seeks long-term growth of capital. The fund normally invests at least 80% of net assets in securities of issuers from countries outside of the United States. It normally invests in securities of issuers from several different countries, excluding the United States. Under unusual circumstances, it may invest all assets in a single country. The fund may invest in foreign equity and debt securities.

     LargeCap S&P 500 Index Separate Account-R4

     The investment option normally invests the majority of assets in common stocks of companies that compose the S&P 500 Index. Management attempts to mirror the investment performance of the index by allocating assets in approximately the same weightings as the S&P 500 Index. Over the long-term, management seeks a very close correlation between the performance of the Separate Account before expenses and that of the S&P 500 Index.

     MidCap Value I Separate Account-R4

     The investment seeks long term growth of capital. The fund invests at least 80% of assets in a diversified portfolio of equity investments in mid-cap issuers with a medium market capitalization (those with market capitalizations similar to companies in the Russell MidCap Value index) at the time of purchase. It may invest up to 25% of net assets in securities of foreign companies, including securities of issuers in emerging countries and securities quoted in foreign currencies.

     Mutual Shares R Fund

     The investment seeks capital appreciation; income is a secondary consideration. The fund normally invests following a value-oriented strategy in mid- and large-cap companies with market capitalizations greater than $5 billion. It may also invest in smaller companies. The fund may invest up to 35% of total assets in foreign securities.

     Stable Value Fund

     The investment seeks current income by investing primarily in insurance contracts issued by insurance companies, and investments from other financial institutions which offer stability of principal.

     Principal LifeTime 2010 Separate Account-R4

     The investment seeks a total return consisting of long-term growth of capital and current income. The fund invests in underlying Principal domestic and foreign equity, hybrid, and fixed-income funds according to an assets allocation strategy designed for investors having an investment time horizon comparable to that of the fund. It allocates the assets more conservatively over time. The fund may invest in any of the Institutional class shares of the equity funds or fixed-income funds of Principal Funds, at the sub-advisors’ discretion.

     Principal LifeTime 2020 Separate Account-R4

     The investment seeks a total return consisting of long-term growth of capital and current income. The fund invests in underlying Principal domestic and foreign equity, hybrid, and fixed-income funds according to an asset allocation strategy designed for investors having an investment time horizon comparable to that of the fund. If allocates the assets more conservatively over time. The fund may invest in any of the Institutional Class shares of the equity funds or fixed-income funds of Principal Funds, at the sub-advisors’ discretion.

     Principal LifeTime 2030 Separate Account-R4

     The investment seeks a total return consisting of long-term growth of capital and current income. The fund invests in underlying Principal domestic and foreign equity, hybrid, and fixed-income funds according to an asset allocation strategy designed for investors having an investment time horizon comparable to that of the fund. If allocates the assets more conservatively over time. The fund may invest in any of the Institutional Class shares of the equity funds or fixed-income funds of Principal Funds, at the sub-advisors’ discretion.

     Principal LifeTime 2030 Separate Account-R4

     The investment seeks a total return consisting of long-term growth of capital and current income. The fund invests in underlying Principal domestic and foreign equity, hybrid, and fixed-income funds according to an asset allocation strategy designed for investors having an investment time horizon comparable to that of the fund. If allocates the assets more conservatively over time. The fund may invest in any of the Institutional Class shares of the equity funds or fixed-income funds of Principal Funds, at the sub-advisors’ discretion.

     Principal LifeTime 2040 Separate Account-R4

     The investment seeks a total return consisting of long-term growth of capital and current income. The fund invests in underlying Principal domestic and foreign equity, hybrid, and fixed-income funds according to an asset allocation strategy designed for investors having an investment time horizon comparable to that of the fund. If allocates the assets more conservatively over time. The fund may invest in any of the Institutional Class shares of the equity funds or fixed-income funds of Principal Funds, at the sub-advisors’ discretion.

     Principal LifeTime 2050 Separate Account-R4

     The investment seeks a total return consisting of long-term growth of capital and current income. The fund invests in underlying Principal domestic and foreign equity, hybrid, and fixed-income funds according to an asset allocation strategy designed for investors having an investment time horizon comparable to that of the fund. If allocates the assets more conservatively over time. The fund may invest in any of the Institutional Class shares of the equity funds or fixed-income funds of Principal Funds, at the sub-advisors’ discretion.

     Principal LifeTime Strategic Income Separate Account-R4

     The investment seeks current income and, as a secondary objective, capital appreciation. The fund invests in underlying fixed-income funds, but also invests in underlying equity and hybrid funds according to an asset allocation strategy designed for investors seeking current income from their investment. It invests most of the assets in underlying funds which are intended primarily to give the fund broad exposure to income-producing securities through their investments in fixed-income securities, “hybrid” securities and dividend generating domestic and foreign stocks.

     Real Estate Securities Separate Account-R4

     The investment seeks to generate a total return. The fund normally invests at least 80% of the net assets (plus any borrowings for investment purposes) in equity securities of companies principally engaged in the real estate industry, which include real estate investment trusts and companies with substantial real estate holdings such as paper, lumber, hotel and entertainment companies. It is nondiversified.

     SmallCap Value II Separate Account-R4

     The investment seeks long-term growth of capital. The fund normally invests at least 80% of its net assets in equity securities of small market capitalization companies. It may invest up to 25% of assets in foreign securities.

     An investment in any of the funds listed above is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. As with any mutual fund investment, there is always a risk that you may lose money on your investment in any of the funds listed above.

     OmniAmerican Bancorp Inc. Stock Fund. In connection with the stock offering, the Plan now offers the OmniAmerican Bancorp, Inc. Stock Fund as an additional choice to the investment options described above. OmniAmerican Bancorp, Inc. Stock Fund invests in the shares of common stock of OmniAmerican Bancorp, Inc. In connection with the stock offering, you may, in the manner described earlier, direct the trustee to invest up to 100% of your plan account in the OmniAmerican Bancorp, Inc. Stock Fund as a one-time special election. Subsequent to the stock offering, you may elect to invest all or a portion of your contributions in the OmniAmerican Bancorp, Inc. Stock Fund; you may also elect to transfer into the OmniAmerican Bancorp, Inc. Stock Fund all or a portion of your accounts currently invested in other funds under the Plan.

     OmniAmerican Bancorp, inc. Stock Fund consists of investments in the shares of common stock of OmniAmerican Bancorp Inc. After the stock offering, the trustee of the Plan will use all amounts held by it in the OmniAmerican Bancorp, Inc. Stock Fund to purchase additional shares of common stock of OmniAmerican Bancorp.

     As of the date of this prospectus supplement, there is no established market for OmniAmerican Bancorp, Inc. common stock. Accordingly, there is no record of the historical performance of the OmniAmerican Bancorp Inc. Stock Fund. Performance of the OmniAmerican Bancorp Inc. Stock Fund depends on a number of factors, including the financial condition and profitability of OmniAmerican Bancorp, Inc. and OmniAmerican Bank and market conditions for shares of OmniAmerican Bancorp, Inc. common stock generally.

     Investments in the OmniAmerican Bancorp, Inc. Stock Fund involve special risks common to investments in the shares of common stock of OmniAmerican Bancorp, Inc.

     For a discussion of material risks you should consider, see “Risk Factors” section of the attached prospectus and the Section of the Prospectus Supplement called “Notice of Your Rights Concerning Employer Securities” (see below).

Administration of the Plan

     The Trustee and Custodian. The trustee of the Plan is Principal Trust Company. Principal Trust Company serves as trustee for all the investments funds under the Plan.

     Plan Administrator. Pursuant to the terms of the Plan, the Plan is administered by the Plan administrator. The address of the Plan administrator is OmniAmerican Bank, 1320 South University Drive, Suite 900, Fort Worth, TX 76107. The Plan administrator is responsible for the administration of the Plan, interpretation of the provisions of the Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the Plan, maintenance of Plan records, books of account and all other data necessary for the proper administration of the Plan, preparation and filing of all returns and reports relating to the Plan which are required to be filed with the U.S. Department of Labor and the Internal Revenue Service, and for all disclosures required to be made to participants, beneficiaries and others under Sections 104 and 105 of ERISA.

     Reports to Plan Participants. The Plan administrator will furnish you a statement at least quarterly showing the balance in your account as of the end of that period, the amount of contributions allocated to your account for that period, and any adjustments to your account to reflect earnings or losses (if any).

Amendment and Termination

     It is the intention of OmniAmerican Bank to continue the Plan indefinitely. Nevertheless, OmniAmerican Bank may terminate the Plan at any time. If the Plan is terminated in whole or in part, then regardless of other provisions in the Plan, you will have a fully vested interest in your accounts. OmniAmerican Bank reserves the right to make any amendment or amendments to the

Plan which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that OmniAmerican Bank may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with ERISA.

Merger, Consolidation or Transfer

     In the event of the merger or consolidation of the Plan with another plan, or the transfer of the trust assets to another plan, the Plan requires that you would, if either the Plan or the other plan terminates, receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit you would have been entitled to receive immediately before the merger, consolidation or transfer, if the Plan had then terminated.

Federal Income Tax Consequences

     The following is a brief summary of the material federal income tax aspects of the Plan. You should not rely on this summary as a complete or definitive description of the material federal income tax consequences relating to the Plan. Statutory provisions change, as do their interpretations, and their application may vary in individual circumstances. Finally, the consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws. Please consult your tax advisor with respect to any distribution from the Plan and transactions involving the Plan.

     As a “tax-qualified retirement plan,” the Code affords the Plan special tax treatment, including:

     (1) the sponsoring employer is allowed an immediate tax deduction for the amount contributed to the Plan each year;

     (2) participants pay no current income tax on amounts contributed by the employer on their behalf; and

     (3) earnings of the Plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.

     OmniAmerican Bank will administer the Plan to comply with the requirements of the Code as of the applicable effective date of any change in the law.

     Lump-Sum Distribution. A distribution from the Plan to a participant or the beneficiary of a participant will qualify as a lump-sum distribution if it is made within one taxable year, on account of the participant’s death, disability or severance from employment, or after the participant attains age 59 ¹/2, and consists of the balance credited to participants under the Plan and all other profit sharing plans (and in some cases all other stock bonus plans), if any, maintained by OmniAmerican Bank. The portion of any lump-sum distribution required to be included in your taxable income for federal income tax purposes consists of the entire amount of the lump-sum distribution, less the amount of after-tax contributions, if any, you have made to

this Plan and any other profit sharing plans maintained by OmniAmerican Bank, which is included in the distribution.

     OmniAmerican Bancorp, Inc. Common Stock Included in Lump-Sum Distribution. If a lump-sum distribution includes OmniAmerican Bancorp, Inc. common stock, the distribution generally will be taxed in the manner described above, except that the total taxable amount may be reduced by the amount of any net unrealized appreciation with respect to OmniAmerican Bancorp, Inc. common stock, that is, the excess of the value of OmniAmerican Bancorp, Inc. common stock at the time of the distribution over its cost or other basis of the securities to the trust. The tax basis of OmniAmerican Bancorp, Inc. common stock, for purposes of computing gain or loss on its subsequent sale, equals the value of OmniAmerican Bancorp, Inc. common stock at the time of distribution, less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of OmniAmerican Bancorp, Inc. common stock, to the extent of the amount of net unrealized appreciation at the time of distribution, will constitute long-term capital gain, regardless of the holding period of OmniAmerican Bancorp, Inc. common stock. Any gain on a subsequent sale or other taxable disposition of OmniAmerican Bancorp, Inc. common stock, in excess of the amount of net unrealized appreciation at the time of distribution, will be considered long-term capital gain. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution, to the extent allowed by regulations to be issued by the Internal Revenue Service.

     Distributions: Rollovers and Direct Transfers to Another Qualified Plan or to an IRA. You may roll over virtually all distributions from the Plan to another qualified plan or to an individual retirement account (IRA) in accordance with the terms of the other plan or account.

Notice of Your Rights Concerning Employer Securities.

There has been an important change in Federal law that provides specific rights concerning investments in employer securities, such as OmniAmerican Bancorp, Inc. common stock. Because you may in the future have investments in OmniAmerican Bancorp, Inc. Stock Fund under the Plan, you should take the time to read the following information carefully.

     Your Rights Concerning Employer Securities. The Plan must allow you to elect to move any portion of your account that is invested in the OmniAmerican Bancorp, Inc. Stock Fund from that investment into other investment alternatives under the Plan. You may contact the Plan Administrator shown above for specific information regarding this new right, including how to make this election. In deciding whether to exercise this right, you will want to give careful consideration to the information below that describes the importance of diversification. All of the investment options under the Plan are available to you if you decide to diversify out of the OmniAmerican Bancorp, Inc. Stock Fund.

     The Importance of Diversifying Your Retirement Savings. To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. This is because market or other economic conditions that cause one category of assets, or one

particular security, to perform very well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be properly diversified. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk.

     In deciding how to invest your retirement savings, you should take into account all of your assets, including any retirement savings outside of the Plan. No single approach is right for everyone because, among other factors, individuals have different financial goals, different time horizons for meeting their goals, and different tolerance for risk. Therefore, you should carefully consider the rights described here and how these rights affect the amount of money that you invest in OmniAmerican Bancorp, Inc. common stock through the Plan.

     It is also important to periodically review your investment portfolio, your investment objectives, and the investment options under the Plan to help ensure that your retirement savings will meet your retirement goals.

Additional ERISA Considerations

     As noted above, the Plan is subject to certain provisions of ERISA, including special provisions relating to control over the Plan’s assets by participants and beneficiaries. The Plan’s feature that allows you to direct the investment of your account balances is intended to satisfy the requirements of Section 404(c) of ERISA relating to control over plan assets by a participant or beneficiary. The effect of this is two-fold. First, you will not be deemed a “fiduciary” because of your exercise of investment discretion. Second, no person who otherwise is a fiduciary, such as OmniAmerican Bank, the Plan Administrator, or the Plan’s trustee is liable under the fiduciary responsibility provision of ERISA for any loss which results from your exercise of control over the assets in your Plan account.

     Because you will be entitled to invest all or a portion of your account balance in the Plan in OmniAmerican Bancorp, Inc. common stock, the regulations under Section 404(c) of ERISA require that the Plan establish procedures that ensure the confidentiality of your decision to purchase, hold, or sell employer securities, except to the extent that disclosure of such information is necessary to comply with federal or state laws not preempted by ERISA. These regulations also require that your exercise of voting and similar rights with respect to the common stock be conducted in a way that ensures the confidentiality of your exercise of these rights.

Securities and Exchange Commission Reporting and Short-Swing Profit Liability

     Section 16 of the Securities Exchange Act of 1934, as amended, imposes reporting and liability requirements on officers, directors, and persons beneficially owning more than 10% of public companies such as OmniAmerican Bancorp, Inc. Section 16(a) of the Securities Exchange Act of 1934 requires the filing of reports of beneficial ownership. Within 10 days of becoming an officer, director or person beneficially owning more than 10% of the shares of OmniAmerican Bancorp, Inc., a Form 3 reporting initial beneficial ownership must be filed with the Securities and Exchange Commission. Changes in beneficial ownership, such as purchases,

sales and gifts generally must be reported periodically, either on a Form 4 within two business days after the change occurs, or annually on a Form 5 within 45 days after the close of OmniAmerican Bancorp, Inc.’s fiscal year. Discretionary transactions in and beneficial ownership of the common stock through the OmniAmerican Bancorp, Inc. Stock Fund of the Plan by officers, directors and persons beneficially owning more than 10% of the common stock of OmniAmerican Bancorp, Inc. generally must be reported to the Securities and Exchange Commission by such individuals.

     In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by OmniAmerican Bancorp, Inc. of profits realized by an officer, director or any person beneficially owning more than 10% of OmniAmerican Bancorp, Inc.’s common stock resulting from non-exempt purchases and sales of OmniAmerican Bancorp, Inc. common stock within any six-month period.

     The Securities and Exchange Commission has adopted rules that provide exemptions from the profit recovery provisions of Section 16(b) for all transactions in employer securities within an employee benefit plan, provided certain requirements are met. These requirements generally involve restrictions upon the timing of elections to acquire or dispose of employer securities for the accounts of Section 16(b) persons.

     Except for distributions of common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons affected by Section 16(b) are required to hold shares of common stock distributed from the Plan for six months following such distribution and are prohibited from directing additional purchases within the OmniAmerican Bancorp, Inc. Stock Fund for six months after receiving such a distribution.

Financial Information Regarding Plan Assets

     Financial information representing the assets available for plan benefits at April 30, 2009, are available upon written request to the Plan Administrator at the address shown above.

LEGAL OPINION

     The validity of the issuance of the common stock has been passed upon by Luse Gorman Pomerenk & Schick, A Professional Corporation, Washington, D.C., which firm acted as special counsel to OmniAmerican Bancorp, Inc. in connection with OmniAmerican Bancorp, Inc.’s stock offering.

PROSPECTUS

     OmniAmerican Bancorp, Inc., a Maryland corporation, is offering up to 10,350,000 shares of common stock on a best efforts basis in connection with the conversion of OmniAmerican Bank, a federally chartered savings bank, from the mutual to the stock form of organization. We may sell up to 11,902,500 shares of common stock because of demand for the shares or changes in market conditions without resoliciting subscribers. We must sell a minimum of 7,650,000 shares in order to complete the offering. All shares of common stock are being offered for sale at a price of $10.00 per share. We expect that our common stock will be traded on the Nasdaq Global Market under the symbol “OABC,” upon conclusion of the stock offering. There is currently no public market for the shares of our common stock.

     We are offering the shares of common stock in a “subscription offering.” Depositors of OmniAmerican Bank with aggregate account balances of at least $50 as of the close of business on March 31, 2008 will have first priority rights to buy our shares of common stock. Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a “community offering.” We also may offer for sale shares of common stock not purchased in the subscription offering or community offering through a “syndicated community offering” managed by Keefe, Bruyette & Woods, Inc.

     The minimum number of shares of common stock you may order is 25 shares. The maximum number of shares of common stock that can be ordered through a single qualifying account is 30,000 shares, and no person by himself or with an associate or group of persons acting in concert may purchase more than 50,000 shares. The offering is expected to expire at 12:00 noon, local time, on [expiration date]. We may extend this expiration date without notice to you until [extension date], unless the Office of Thrift Supervision approves a later date, which may not be beyond [final date]. Once submitted, orders are irrevocable unless the offering is terminated or is extended beyond [extension date], or the number of shares of common stock to be sold is increased to more than 11,902,500 shares or decreased to fewer than 7,650,000 shares. If the offering is extended beyond [extension date], or if the number of shares of common stock to be sold is increased to more than 11,902,500 shares or decreased to fewer than 7,650,000 shares, we will resolicit subscribers, giving them an opportunity to change or cancel their orders. Funds received during the offering will be held in a segregated account at OmniAmerican Bank, or, in our discretion, at another insured depository institution, and will earn interest at                     %, which is our current passbook savings rate.

     Keefe, Bruyette & Woods, Inc. will assist us in selling our shares of common stock on a best efforts basis. Keefe, Bruyette & Woods, Inc. is not required to purchase any shares of the common stock that are being offered. Purchasers will not pay a commission to purchase shares of common stock in the offering. Keefe, Bruyette & Woods, Inc. has advised us that following the offering it intends to make a market in the common stock, but is under no obligation to do so.

This investment involves a degree of risk, including the possible loss of your investment.
Please read “Risk Factors” beginning on page 16.

 

 

OFFERING SUMMARY
Price: $10.00 per Share

		Minimum				Maximum				Adjusted Maximum
Number of shares			7,650,000				10,350,000				11,902,500
Gross offering proceeds		$	76,500,000			$	103,500,000			$	119,025,000
Estimated offering expenses (excluding selling agent fees and expenses)		$	1,556,505			$	1,556,505			$	1,556,505
Estimated selling agent fees and expenses(1)		$	982,875			$	1,293,375			$	1,471,913
Estimated net proceeds		$	73,960,620			$	100,650,120			$	115,996,582
Estimated net proceeds per share		$	9.67			$	9.72			$	9.75

     These securities are not deposits or accounts and are not federally insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

     Neither the Securities and Exchange Commission, the Office of Thrift Supervision, nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

For assistance, please call the Stock Information Center at [stock info #].

Keefe, Bruyette & Woods

The date of this prospectus is [prospectus date].

TABLE OF CONTENTS

		Page
SUMMARY			1
RISK FACTORS			16
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA			29
RECENT DEVELOPMENTS			31
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			40
HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING			41
OUR POLICY REGARDING DIVIDENDS			42
MARKET FOR THE COMMON STOCK			43
HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE			44
CAPITALIZATION			45
PRO FORMA DATA			47
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			53
BUSINESS OF OMNIAMERICAN BANCORP, INC.			78
BUSINESS OF OMNIAMERICAN BANK			79
SUPERVISION AND REGULATION			114
TAXATION			125
MANAGEMENT OF OMNIAMERICAN BANCORP, INC.			126
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS			151
THE CONVERSION; PLAN OF DISTRIBUTION			152
RESTRICTIONS ON ACQUISITION OF OMNIAMERICAN BANCORP, INC.			173
DESCRIPTION OF CAPITAL STOCK			178
TRANSFER AGENT			180
EXPERTS			180
LEGAL AND TAX MATTERS			180
WHERE YOU CAN FIND ADDITIONAL INFORMATION			180
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF OMNIAMERICAN BANK			F-1

SUMMARY

          The following summary highlights material information in this prospectus. It may not contain all the information that is important to you. For additional information, you should read this entire prospectus carefully, including the Consolidated Financial Statements and the notes to the Consolidated Financial Statements.

          In this prospectus, the terms “we, “our,” and “us” refer to OmniAmerican Bancorp, Inc. and OmniAmerican Bank unless the context indicates another meaning.

OmniAmerican Bank

          OmniAmerican Bank is a federally chartered savings bank headquartered in Fort Worth, Texas. OmniAmerican Bank was originally chartered in 1956 as a federal credit union serving the active and retired military personnel of Carswell Air Force Base. On January 1, 2006, OmniAmerican Bank completed its conversion from a credit union to a federal mutual savings bank.

          As of June 30, 2009, OmniAmerican Bank had assets of $1.0 billion, loans of $725.1 million, deposits of $759.8 million and equity capital of $90.3 million. We provide financial services to individuals, families and businesses through our 16 banking offices located in the Dallas-Fort Worth Metroplex and surrounding communities in North Texas.

          OmniAmerican Bank’s business consists primarily of accepting deposits from the general public and investing those deposits, together with funds generated from operations and borrowings, in mortgage loans secured by residential real estate, consumer loans, consisting primarily of indirect automobile loans (automobile loan applications referred to us by an automobile dealership), and to a lesser extent, commercial real estate, real estate construction, commercial business loans and direct automobile loans (applications taken directly from the automobile purchaser). We also invest in investment securities, primarily consisting of mortgage-backed securities. OmniAmerican Bank offers a variety of deposit accounts, including demand accounts, savings accounts, certificates of deposit and money market accounts.

          We recently started offering wealth management services to individuals in our market area. Our wealth management group offers a variety of products including deposit products such as money market and high yield checking accounts, customized lending, and financial planning services. We also offer brokerage services for the purchase and sale of non-deposit investment and insurance products through a third party brokerage agreement. We anticipate increasing our assets under management as part of the growth of our wealth management group, which in turn should contribute to our net income. At June 30, 2009, our wealth management group had $18.7 million in loans and $19.5 million in deposits under management.

          OmniAmerican Bank’s executive offices are located at 1320 South University Drive, Suite 900, Fort Worth, Texas 76107. Our telephone number at this address is (817) 367-4640. Our website address is www.omniamerican.com. Information on our website is not incorporated into this prospectus and should not be considered part of this prospectus.

OmniAmerican Bancorp, Inc.

          OmniAmerican Bancorp, Inc. is a newly formed Maryland corporation that will own all of the outstanding shares of common stock of OmniAmerican Bank upon completion of the mutual-to-stock conversion and the offering. OmniAmerican Bancorp, Inc. has not engaged in any business to date.

          Our executive offices are located at 1320 South University Drive, Suite 900, Fort Worth, Texas 76107. Our telephone number at this address is (817) 367-4640.

Our Organizational Structure

          OmniAmerican Bank is a mutual savings bank that has no stockholders. Pursuant to the terms of OmniAmerican Bank’s plan of conversion, OmniAmerican Bank will convert from the mutual to the stock form of ownership. As part of the conversion, we are offering for sale in a subscription offering, and, if necessary, a community offering and a syndicated community offering, shares of common stock of OmniAmerican Bancorp, Inc. Upon the completion of the conversion and offering, OmniAmerican Bank will be a wholly owned subsidiary of OmniAmerican Bancorp, Inc.

Business Strategy

          Our business strategy is to grow and improve our profitability by:

	•		diversifying our loan portfolio by emphasizing the origination of one- to four-family residential mortgage loans, commercial real estate loans and commercial business loans;
	•		continuing conservative underwriting guidelines and aggressive monitoring of our loan portfolio in order to maintain asset quality;
	•		emphasizing lower cost core deposits to reduce the funding costs of our loan growth;
	•		managing interest rate risk;
	•		increasing our sources of noninterest income; and
	•		implementing a controlled growth strategy.

          Our strategy is designed to expand our banking relationships with customers and to diversify our revenue stream. We have begun offering wealth management services to individuals in our market area. A full description of our products and services begins on page 79 of this prospectus under the heading “Business of OmniAmerican Bank.”

          These strategies are intended to guide our investment of the net proceeds of the offering. We intend to continue to pursue our business strategy after the conversion and the offering, subject to changes necessitated by future market conditions and other factors. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Strategy” for a further discussion of our business strategy.

Reasons for the Conversion

          Our primary reasons for converting and raising additional capital through the offering are:

	•		to increase our capital levels to support future growth;
	•		to have greater flexibility to structure and finance the expansion of our operations, including potential acquisitions of other financial institutions, although we have no current arrangements or agreements with respect to any such acquisitions;
	•		to have a broader platform through the holding company structure to offer products and services that will expand our banking relationships with our customers;
	•		to provide better capital management tools, including the ability to pay dividends and to repurchase shares of our common stock, subject to market conditions; and
	•		to attract and retain qualified personnel by establishing stock-based benefit plans for management and employees.

          We believe that the additional capital raised in the offering may enable us to take advantage of business opportunities that may not otherwise be available to us. As of June 30, 2009, OmniAmerican Bank was considered “well capitalized” for regulatory purposes and is not subject to a directive or a recommendation from the Office of Thrift Supervision to raise capital.

Terms of the Conversion and the Offering

          Under OmniAmerican Bank’s plan of conversion, our organization will convert to stock form and OmniAmerican Bank will become a subsidiary of OmniAmerican Bancorp, Inc. In connection with the conversion, we are offering between 7,650,000 and 10,350,000 shares of common stock to eligible depositors of OmniAmerican Bank, to our employee benefit plans and, to the extent shares remain available, to the general public. The number of shares of common stock to be sold may be increased to up to 11,902,500 as a result of demand for the shares or changes in the market for financial institution stocks. Unless the number of shares of common stock to be offered is increased to more than 11,902,500 or decreased to less than 7,650,000, or the offering is extended beyond [extension date], subscribers will not have the opportunity to change or cancel their stock orders.

          The purchase price of each share of common stock to be issued in the offering is $10.00. All investors will pay the same purchase price per share. Investors will not be charged a commission to purchase shares of common stock in the offering. Keefe, Bruyette & Woods, Inc., our marketing advisor in the offering, will use its best efforts to assist us in selling shares of our common stock. Keefe, Bruyette & Woods, Inc. is not obligated to purchase any shares of common stock in the offering.

Persons Who May Order Shares of Common Stock in the Offering

          We are offering the shares of common stock in a “subscription offering” in the following descending order of priority:

•

First, to depositors of OmniAmerican Bank with aggregate account balances of at least $50 as of the close of business on March 31, 2008.

	•		Second, to OmniAmerican Bank’s tax-qualified employee benefit plans, including our employee stock ownership plan and 401(k) plan, who will receive, without payment therefor, nontransferable subscription rights to purchase in the aggregate up to 10% of the shares of common stock sold in the offering. Our employee stock ownership plan intends to purchase up to 8% of the shares of common stock in the offering with the remaining shares in this purchase priority allocated to our 401(k) plan and any other tax-qualified employee benefit plan.
	•		Third, to depositors of OmniAmerican Bank with aggregate account balances of at least $50 as of the close of business on [supplemental date].
	•		Fourth, to depositors of OmniAmerican Bank as of [other member date].

          Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a “community offering,” with a preference given to natural persons residing in the Texas counties of Collin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, Parker, Tarrant and Wise. The community offering may begin concurrently with, during or promptly after the subscription offering as we may determine at any time. If shares remain available for sale following the subscription offering or community offering, we also may offer for sale shares of common stock through a “syndicated community offering” managed by Keefe, Bruyette & Woods, Inc.

          We have the right to accept or reject, in our sole discretion, orders received in the community offering or syndicated community offering. We have not established any set criteria for determining whether to accept or reject a purchase order in the community offering or the syndicated community offering and, accordingly, any determination to accept or reject purchase orders in the community offering and the syndicated community offering will be based on the facts and circumstances known to us at the time.

          To ensure a proper allocation of stock, each subscriber eligible to purchase stock in the subscription offering must list on his or her stock order and certification form all deposit accounts in which he or she had an ownership interest at March 31, 2008, [supplemental date] or [other member date], as applicable. Failure to list all accounts, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation. Our interpretation of the terms and conditions of the plan of conversion and of the acceptability of the order forms will be final.

          If we receive orders for more shares than we are offering, we may not be able to fully or partially fill your order. Shares will be allocated first in the order of priority to subscribers in the subscription offering. A detailed description of share allocation procedures can be found in the section entitled “The Conversion; Plan of Distribution.”

How We Determined the Offering Range

          The amount of common stock that we are offering is based on an independent appraisal of the estimated market value of OmniAmerican Bancorp, Inc., assuming the conversion and the offering are completed. RP Financial, LC., our independent appraiser, has estimated that, as of August 28, 2009, this market value ranged from $76.5 million to $103.5 million, with a midpoint of $90.0 million. Based on this valuation and a $10.00 per share price, the number of shares of common stock being offered for sale by us will range from 7,650,000 shares to 10,350,000 shares. We may sell up to 11,902,500 shares of common stock because of demand for the shares or changes in market conditions without resoliciting

subscribers. The $10.00 per share price was selected primarily because it is the price most commonly used in mutual-to-stock conversions of financial institutions.

          The appraisal is based in part on our financial condition and results of operations, the effect of the additional capital raised by the sale of shares of common stock in the offering and an analysis of a peer group of ten publicly traded savings bank and thrift holding companies that RP Financial, LC. considered comparable to us.

          The peer group consists of 10 thrift holding companies with assets between $531 million and $1.2 billion.

Company Name and Ticker Symbol		Exchange		Headquarters		Total Assets
						(in millions)
BCSB Bancorp, Inc. (BCSB)		NASDAQ		Baltimore, MD		$	587	(1)
Beacon Federal Bancorp, Inc. (BFED)		NASDAQ		East Syracuse, NY			1,046	(1)
Citizens Community Bancorp, Inc. (CZWI)		NASDAQ		Eau Claire, WI			547	(1)
Citizens South Banking Corporation (CSBC)		NASDAQ		Gastonia, NC			836	(1)
Community Financial Corp. (CFFC)		NASDAQ		Staunton, VA			531	(1)
ESSA Bancorp, Inc. (ESSA)		NASDAQ		Stroudsburg, PA			1,053	(1)
HF Financial Corp. (HFFC)		NASDAQ		Sioux Falls, SD			1,172	(2)
HopFed Bancorp, Inc. (HFBC)		NASDAQ		Hopkinsville, KY			1,002	(1)
Jefferson Bancshares, Inc. (JFBI)		NASDAQ		Morristown, TN			663	(2)
Teche Holding Company (TSH)		NYSE AMEX		Franklin, LA			790	(1)

          The following are average financial ratios for the peer group companies:

	•		average assets of $823 million;
	•		average non-performing assets of 1.2% of total assets;
	•		average loans of 74.8% of total assets;
	•		average equity of 10.5% of total assets; and
	•		average net income of 0.12% of average assets.

          The following table presents a summary of selected pricing ratios for OmniAmerican Bancorp, Inc. and the peer group companies identified by RP Financial, LC. Ratios are based on earnings for the twelve months ended June 30, 2009 and book value as of June 30, 2009, except as noted in the table above where company information is as of March 31, 2009, the most recent information available. Tangible book value is total equity, less intangible assets. Compared to the median pricing of the peer group, our pro forma pricing ratios at the maximum of the offering range indicated a premium of 5,888.31% on a price-to- earnings basis, a premium of 1.5% on a price-to-book value basis and a discount of 20.1% on a price-to-tangible book value basis. The pricing ratios result from our generally having

higher levels of equity but lower core earnings than the companies in the peer group on a pro forma basis. The pricing ratios also reflect recent volatile market conditions, particularly for stock of financial institution holding companies, and the effect of such conditions on the trading market for recent mutual-to-stock conversions. Our board of directors, in reviewing and approving the valuation, considered the range of price-to-core earnings multiples and the range of price-to-book value ratios and price-to-tangible book value ratios at the different amounts of shares to be sold in the offering. The appraisal did not consider one valuation approach to be more important than the other.

		Price-to- earnings				Price-to-book				Price-to-tangible
		multiple				value ratio				book value ratio
OmniAmerican Bancorp, Inc. (pro forma)(1)
Maximum, as adjusted			6,471.36x				62.00	%			62.00	%
Maximum			804.23x				58.00	%			58.00	%
Minimum			238.67x				49.33	%			49.33	%
Valuation of peer group companies using stock prices as of August 28, 2009
Averages			17.70x				66.09	%			74.69	%
Medians			13.43x				57.15	%			72.55	%

          RP Financial, LC. advised the board of directors that the appraisal was prepared in conformance with the regulatory appraisal methodology. That methodology requires a valuation based on an analysis of the trading prices of comparable public companies whose stocks have traded for at least one year prior to the valuation date, and as a result of this analysis, RP Financial, LC. determined that our pro forma price-to-core earnings ratios were higher than the peer group companies and our pro forma price-to-book and price-to-tangible book ratios were lower than the peer group companies. See “—How We Determined the Offering Range.”

          Our board of directors carefully reviewed the information provided to it by RP Financial, LC. through the appraisal process, but did not make any determination regarding whether prior standard mutual-to-stock conversions have been undervalued, nor did the board draw any conclusions regarding how the historical data reflected above may affect OmniAmerican Bancorp, Inc.’s appraisal. Instead, we engaged RP Financial, LC. to help us understand the regulatory process as it applies to the appraisal and to advise the board of directors as to how much capital OmniAmerican Bancorp, Inc. would be required to raise under the regulatory appraisal guidelines.

          The independent appraisal does not indicate per share market value. Do not assume or expect that the valuation of OmniAmerican Bancorp, Inc. as indicated above means that, after the conversion and the offering, the shares of common stock will trade at or above the $10.00 offering price. Furthermore, the pricing ratios presented above were utilized by RP Financial, LC. to estimate our market value and not to compare the relative value of shares of our common stock with the value of the capital stock of the peer group. The value of the capital stock of a particular company may be affected by a number of factors such as financial performance, asset size and market location.

          The independent appraisal will be updated prior to the completion of the conversion. If the appraised value decreases below $76.5 million or increases above $119.0 million, subscribers may be

resolicited with the approval of the Office of Thrift Supervision and be given the opportunity to change or cancel their orders. If you do not respond, we will cancel your stock order and return your subscription funds, with interest, and cancel any authorization to withdraw funds from your deposit accounts for the purchase of shares of common stock. For a more complete discussion of the amount of common stock we are offering for sale and the independent appraisal, see “The Conversion; Plan of Distribution—Determination of Share Price and Number of Shares to be Issued.”

After-Market Stock Price Performance Provided by Independent Appraiser

          The following table presents stock price appreciation information for all standard mutual-to-stock conversions completed between January 1, 2008 and August 28, 2009. These companies did not constitute the group of ten comparable public companies utilized in RP Financial, LC.’s valuation analysis.

Mutual-to-Stock Conversion Offerings with Closing Dates
between January 1, 2008 and August 28, 2009

						Percentage Price Appreciation (Depreciation)
						From Initial Trading Date
Company Name and		Conversion																Through August
Ticker Symbol		Date		Exchange		One Day				One Week				One Month				28, 2009
Territorial Bancorp, Inc. (TBNK)		7/13/09		NASDAQ			49.9	%			47.5	%			48.7	%			60.0	%
St. Joseph Bancorp, Inc. (SJBA)		2/2/2009		OTCBB			—				—				—				—
Hibernia Homestead Bancorp, Inc. (HIBE)		1/28/2009		OTCBB			5.0				5.0				5.0				40.0
First Savings Financial Group, Inc. (FSFG)		10/7/2008		NASDAQ			(1.0	)			(0.1	)			(7.8	)			8.0
Home Bancorp, Inc. (HBCP)		10/3/2008		NASDAQ			14.9				2.5				3.5				20.1
Cape Bancorp, Inc. (CBNJ)		2/1/2008		NASDAQ			0.5				(1.0	)			(2.0	)			(17.2	)
Danvers Bancorp, Inc. (DNBK)		1/10/2008		NASDAQ			(2.6	)			(3.1	)			2.6				29.4
Average							9.5				7.3				7.1				20.0
Median							0.5				0.0				2.60				20.1

          Stock price appreciation is affected by many factors, including, but not limited to: general market and economic conditions; the interest rate environment; the amount of proceeds a company raises in its offering; and numerous factors relating to the specific company, including the experience and ability of management, historical and anticipated operating results, the nature and quality of the company’s assets, and the company’s market area. The companies listed in the table above may not be similar to OmniAmerican Bancorp, Inc. Moreover, the pricing ratios for their stock offerings were in some cases different from the pricing ratios for OmniAmerican Bancorp, Inc.’s common stock, and the market conditions in which these offerings were completed were, in some cases, different from current market conditions. Any or all of these differences may cause our stock to perform differently from these other offerings.

          There can be no assurance that our stock price will not trade below $10.00 per share, as has been the case for many mutual-to-stock conversions. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the section entitled “Risk Factors” beginning on page 16.

Limits on How Much Common Stock You May Purchase

          The minimum number of shares of common stock that may be purchased is 25. Generally, no individual, or individuals exercising subscription rights through a single qualifying account held jointly, may purchase more than 30,000 shares ($300,000) of common stock. If any of the following persons

purchases shares of common stock, their purchases, in all categories of the offering, when combined with your purchases, cannot exceed 50,000 shares ($500,000):

	•		your spouse or relatives of you or your spouse living in your house;
	•		most companies, trusts or other entities in which you are a trustee, have a substantial beneficial interest or hold a senior management position; or
	•		other persons who may be your associates or persons acting in concert with you.

          See the detailed descriptions of “acting in concert” and “associate” in “The Conversion; Plan of Distribution—Limitations on Common Stock Purchases.”

How You May Purchase Shares of Common Stock

          In the subscription offering and community offering, you may pay for your shares only by:

	•		personal check, bank check or money order, made payable to OmniAmerican Bancorp, Inc.; or
	•		authorizing us to withdraw funds from the types of OmniAmerican Bank deposit accounts permitted on the stock order and certification form.

          OmniAmerican Bank is not permitted to knowingly lend funds to anyone for the purpose of purchasing shares of common stock in the offering. Additionally, you may not use a check drawn on an OmniAmerican Bank line of credit or a third-party check to pay for shares of common stock.

          You can subscribe for shares of common stock in the offering by delivering a signed and completed original stock order and certification form, together with full payment or authorization to withdraw from one or more of your OmniAmerican Bank deposit accounts, so that it is received (not postmarked) before 12:00 noon, local time, on [expiration date], which is the expiration of the offering period. For orders paid for by check or money order, the funds will be cashed promptly and held in a segregated account at OmniAmerican Bank, or in our discretion at another insured depository institution. We will pay interest on those funds calculated at OmniAmerican Bank’s current passbook savings rate from the date funds are received until completion or termination of the conversion and the offering. Withdrawals from certificates of deposit to purchase shares of common stock in the offering may be made without incurring an early withdrawal penalty; however, if a withdrawal results in a certificate account with a balance less than the applicable minimum balance requirement, the certificate will be canceled at the time of withdrawal without penalty and the remaining balance will be transferred to a savings account and earn interest at our passbook savings rate subsequent to the withdrawal. All funds authorized for withdrawal from deposit accounts with OmniAmerican Bank must be in the accounts at the time the stock order is received. However, funds will not be withdrawn from the accounts until the completion of the conversion and offering and will earn interest at the applicable deposit account rate until that time. A hold will be placed on those funds when your stock order is received, making the designated funds unavailable to you. After we receive your order, your order cannot be changed or canceled unless the number of shares of common stock to be offered is increased to more than 11,902,500 shares or decreased to fewer than 7,650,000 shares, or the offering is extended beyond [extension date].

          By signing the stock order and certification form, you are acknowledging receipt of a prospectus and that the shares of common stock are not deposits or savings accounts that are federally insured or

otherwise guaranteed by OmniAmerican Bank, the Federal Deposit Insurance Corporation or any other government agency.

          You may be able to subscribe for shares of common stock using funds in your individual retirement account, or IRA. However, shares of common stock must be purchased through and held in a self-directed retirement account, such as those offered by a brokerage firm. By regulation, OmniAmerican Bank’s individual retirement accounts are not self-directed, so they cannot be used to purchase or hold shares of our common stock. If you wish to use some or all of the funds in your OmniAmerican Bank individual retirement account to purchase our common stock, the applicable funds must be transferred to a self-directed account maintained by an independent trustee, such as a brokerage firm, and the purchase must be made through that account. If you do not have such an account, you will need to establish one before placing your stock order. It will take time to transfer your OmniAmerican Bank individual retirement account to an independent trustee, so please allow yourself sufficient time to take this action. An annual administrative fee may be payable to the independent trustee. Because individual circumstances differ and processing of retirement fund orders takes additional time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the [expiration date] expiration of the offering period, for assistance with purchases using your OmniAmerican Bank individual retirement account or any other retirement account that you may have. Whether you may use such funds for the purchase of shares in the stock offering may depend on time constraints and, possibly, limitations imposed by the brokerage firm or institution where the funds are held.

Delivery of Stock Certificates

          Certificates representing shares of common stock sold in the offering will be mailed to the persons entitled thereto at the certificate registration address noted by them on the order form, as soon as practicable following consummation of the offering and receipt of all necessary regulatory approvals. It is possible that, until certificates for the common stock are delivered, purchasers might not be able to sell the shares of common stock that they ordered, even though the common stock will have begun trading.

How We Intend to Use the Proceeds From the Offering

          Assuming we sell 11,902,500 shares of common stock in the stock offering, and we have net proceeds of $116.0 million, we intend to distribute the net proceeds as follows:

	•		$58.0 million (50.0% of the net proceeds) will be invested in OmniAmerican Bank;
	•		$9.5 million (8.2% of the net proceeds) will be loaned to our employee stock ownership plan to fund its purchase of our shares of common stock; and
	•		$48.5 million (41.8% of the net proceeds) will be retained by us.

          We may use the remaining funds we receive for investments, to pay cash dividends, to repurchase shares of common stock and for other general corporate purposes. OmniAmerican Bank may use the proceeds it receives to support increased lending and other products and services, and to repay short-term borrowings. The net proceeds retained by OmniAmerican Bancorp, Inc. and OmniAmerican Bank also may be used for future business expansion through acquisitions of banks, thrifts and other financial services companies, and opening or acquiring branch offices. We have no current arrangements or agreements with respect to any such acquisitions. Initially, a substantial portion of the net proceeds will

be invested in short-term investments and mortgage-backed securities consistent with our investment policy.

          Please see the section of this prospectus entitled “How We Intend to Use the Proceeds From the Offering” for more information on the proposed use of the proceeds from the offering.

You May Not Sell or Transfer Your Subscription Rights

          Office of Thrift Supervision regulations prohibit you from transferring your subscription rights. If you order shares of common stock in the subscription offering, you will be required to state that you are purchasing the shares of common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights. We intend to take legal action, including reporting persons to federal or state regulatory agencies, against anyone who we believe has sold or given away his or her subscription rights. We will not accept your order if we have reason to believe that you have sold or transferred your subscription rights. When completing your stock order and certification form, you should not add the name(s) of persons who do not have subscription rights or who qualify in a lower subscription priority than you do. In addition, the stock order and certification form requires that you list all deposit or loan accounts, giving all names on each account and the account number at the applicable eligibility record date. Your failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation, if there is an oversubscription.

Deadline for Orders of Common Stock

          If you wish to purchase shares of common stock in the offering, we must receive a properly completed original stock order and certification form, together with full payment for the shares of common stock, at the Stock Information Center or any of our branch offices no later than 12:00 noon, local time, on [expiration date]. A postmark prior to [expiration date] will not entitle you to purchase shares of common stock unless we receive the envelope by 12:00 noon, local time on [expiration date]. You may submit your stock order and certification form by mail using the order reply envelope provided, by overnight courier to the indicated address on the order form, or by hand delivery to our Stock Information Center, located at 1320 South University Drive, Suite 900, Fort Worth, Texas 76107, or to any of our branch offices. Once we receive it, your order is irrevocable unless the offering is terminated or extended beyond [extension date] or the number of shares of common stock to be sold is decreased to less than 7,650,000 shares or increased to more than 11,902,500 shares. If the offering is extended beyond [extension date], or if the number of shares of common stock to be sold is decreased to less than 7,650,000 shares or is increased to more than 11,902,500 shares, we will, with the approval of the Office of Thrift Supervision, resolicit subscribers, giving them the opportunity to confirm, cancel or change their stock orders during a specified resolicitation period.

          Although we will make reasonable attempts to provide a prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 12:00 noon, local time, on [expiration date], whether or not we have been able to locate each person entitled to subscription rights.

Steps We May Take If We Do Not Receive Orders for the Minimum Number of Shares

          If we do not receive orders for at least 7,650,000 shares of common stock, we may take steps to issue the minimum number of shares of common stock in the offering range. Specifically, we may:

•

increase the purchase limitations; and/or

•

seek the approval of the Office of Thrift Supervision to extend the offering beyond [extension date], so long as we resolicit subscriptions that we have previously received in the offering.

          If a purchase limitation is increased, subscribers in the subscription offering who ordered the maximum amount will be, and, in our sole discretion, some other large subscribers may be, given the opportunity to increase their subscriptions up to the then-applicable limit.

Possible Change in the Offering Range

          RP Financial, LC. will update its appraisal before we complete the offering. If, as a result of demand for the shares, or changes in market conditions, RP Financial, LC. determines that our pro forma market value has increased, we may sell up to 11,902,500 shares in the offering without further notice to you.  If our pro forma market value at that time is either below $76.5 million or above $119.0 million, then, after consulting with the Office of Thrift Supervision, we may:

	•		terminate the stock offering and promptly return all funds;
	•		set a new offering range and give all subscribers the opportunity to confirm, modify or rescind their purchase orders for shares of OmniAmerican Bancorp, Inc.’s common stock; or
	•		take such other actions as may be permitted by the Office of Thrift Supervision and the Securities and Exchange Commission.

Possible Termination of the Offering

          We may terminate the offering at any time prior to the special meeting of members of OmniAmerican Bank that is being called to vote upon the conversion, and at any time after member approval with the approval of the Office of Thrift Supervision.

          We must sell a minimum of 7,650,000 shares to complete the offering. If we terminate the offering because we fail to sell the minimum number of shares or for any other reason, we will promptly return your funds with interest at our passbook savings rate and we will cancel deposit account withdrawal authorizations.

Purchases by Officers and Directors

          We expect our directors and executive officers, together with their associates, to subscribe for 175,000 shares of common stock in the offering, or 2.3% of the shares to be sold at the minimum of the offering range. However, there can be no assurance that any individual director or executive officer, or the directors and executive officers as a group, will purchase any specific number of shares of our common stock. The purchase price paid by our directors and executive officers for their subscribed shares will be the same $10.00 per share price paid by all other persons who purchase shares of common stock in the offering. Purchases by directors, executive officers and their associates will be included in determining whether the required minimum number of shares has been subscribed for in the offering.

Benefits to Management and Potential Dilution to Stockholders Following the Conversion

          We expect our tax-qualified employee stock ownership plan to purchase up to 8% of the total number of shares of common stock that we sell in the offering, or up to 828,000 shares of common stock, assuming we sell the maximum of the shares proposed to be sold. If we receive orders for more shares of common stock than the maximum of the offering range, the employee stock ownership plan will have first priority to purchase shares over this maximum, up to a total of 8% of the total number of shares of common stock sold in the offering. We reserve the right to purchase shares of common stock in the open market following the offering in order to fund all or a portion of the employee stock ownership plan. This plan is a tax-qualified retirement plan for the benefit of all our employees. Purchases by the employee stock ownership plan will be included in determining whether the required minimum number of shares has been sold in the offering. Assuming the employee stock ownership plan purchases 828,000 shares in the offering, we will recognize additional pre-tax compensation expense of $8.3 million over a 25-year period, assuming the shares of common stock have a fair market value of $10.00 per share for the full 25-year period. If, in the future, the shares of common stock have a fair market value greater or less than $10.00, the compensation expense will increase or decrease accordingly.

          We also intend to implement one or more stock-based benefit plans no earlier than six months after completion of the conversion. Stockholder approval of these plans will be required, and the stock-based benefit plans cannot be implemented until at least six months after the completion of the conversion pursuant to applicable Office of Thrift Supervision regulations. If adopted within 12 months following the completion of the conversion, the stock-based benefit plan will reserve a number of shares of common stock equal to not more than 4% of the shares sold in the offering, or up to 414,000 shares of common stock at the maximum of the offering range, for restricted stock awards to key employees and directors, at no cost to the recipients. If adopted within 12 months following the completion of the conversion, the stock-based benefit plan will also reserve a number of shares equal to not more than 10% of the shares of common stock sold in the offering, or up to 1,035,000 shares of common stock at the maximum of the offering range, for stock option grants to key employees and directors. If the stock-based benefit plans are adopted after one year from the date of the completion of the conversion, the 4% and 10% limitations described above will no longer apply, and we may adopt stock-based benefit plans encompassing more than 1,449,000 shares of our common stock. We have not yet determined whether we will present these plans for stockholder approval within 12 months following the completion of the conversion or whether we will present these plans for stockholder approval more than 12 months after the completion of the conversion.

          If 4% of the shares of common stock sold in the offering are awarded under a stock-based benefit plan and come from authorized but unissued shares of common stock, stockholders’ ownership interest in OmniAmerican Bancorp, Inc. would be diluted by approximately 3.8%. If 10% of the shares of common stock sold in the offering are issued upon the exercise of options granted under a stock-based benefit plan and come from authorized but unissued shares of common stock, stockholders’ ownership interest in OmniAmerican Bancorp, Inc. would be diluted by approximately 9.1%.

          We intend to enter into a new employment agreement with Tim Carter, our President and Chief Executive Officer and change in control agreements with Deborah B. Wilkinson, our Senior Executive Vice President and Chief Financial Officer, Terry Almon, our Senior Executive Vice President and Chief Operating Officer and Anne Holland, our Senior Executive Vice President and Chief Lending Officer. See “Management of OmniAmerican Bancorp, Inc.—Executive Officer Compensation” for a further discussion of these agreements, including their terms and potential costs, as well as a description of other benefits arrangements.

          The following table summarizes the number of shares of common stock and aggregate dollar value of grants (valuing each share granted at the offering price of $10.00) that are available under one or more stock-based benefit plans if such plans are adopted within one year following the completion of the conversion and the offering. The table shows the dilution to stockholders if all these shares are issued from authorized but unissued shares, instead of shares purchased in the open market. The table also sets forth the number of shares of common stock to be acquired by the employee stock ownership plan for allocation to all employees. A portion of the stock grants shown in the table below may be made to non-management employees.

														Dilution
		Number of Shares to be Granted or Purchased												Resulting				Value of Grants (1)
										As a				From				At				At
		At				At				Percentage				Issuance of				Minimum				Maximum
		Minimum				Maximum				of Common				Shares for				of				of
		of Offering				of Offering				Stock to be				Stock Benefit				Offering				Offering
		Range				Range				Issued (2)				Plans				Range				Range
																		(Dollars in thousands)
Employee stock ownership plan			612,000				828,000				8.00	%			—	%		$	6,120			$	8,280
Stock awards			306,000				414,000				4.00				3.8	%			3,060				4,140
Stock options			765,000				1,035,000				10.00				9.1	%			3,810				5,154
Total			1,683,000				2,277,000				22.00	%			12.3	%		$	12,990			$	17,574

          The actual value of restricted stock grants will be determined based on their fair value (the closing market price of shares of common stock of OmniAmerican Bancorp, Inc.) as of the date grants are made. The following table presents the total value of all shares to be available for awards of restricted stock under the stock-based benefit plan, assuming the shares for the plan are purchased or issued in a range of market prices from $8.00 per share to $16.00 per share at the time of the grant.

																476,100 Shares
				306,000 Shares				360,000 Shares				414,000 Shares				Awarded at Maximum
				Awarded at Minimum				Awarded at Midpoint of				Awarded at Maximum				of Offering Range, As
Share Price				of Offering Range				Offering Range				of Offering Range				Adjusted
(In thousands, except share price information)
$	8.00			$	2,448			$	2,880			$	3,312			$	3,809
	10.00				3,060				3,600				4,140				4,761
	12.00				3,672				4,320				4,968				5,713
	14.00				4,284				5,040				5,796				6,665
	16.00				4,896				5,760				6,624				7,618

          The grant-date fair value of the stock options granted under the stock-based benefit plans will be based, in part, on the closing price of shares of common stock of OmniAmerican Bancorp, Inc. on the date the options are granted. The fair value will also depend on the various assumptions utilized in the option-pricing model ultimately adopted. The following table presents the total estimated value of the stock options to be available for grant under the stock-based benefit plans, assuming the range of market prices for the shares are $8.00 per share to $16.00 per share at the time of the grant.

																1,035,000 Options				1,190,250 Options
				Grant-Date Fair				765,000 Options at				900,000 Options at				at Maximum of				at Maximum of
Exercise Price				Value Per Option				Minimum of Range				Midpoint of Range				Range				Range, As Adjusted
(In thousands, except share price information)
$	8.00			$	3.98			$	3,045			$	3,582			$	4,119			$	4,737
	10.00				4.98				3,810				4,482				5,154				5,927
	12.00				5.97				4,567				5,373				6,179				7,106
	14.00				6.97				5,332				6,273				7,214				8,296
	16.00				7.96				6,089				7,164				8,239				9,474

          The tables presented above are provided for informational purposes only. There can be no assurance that our stock price will not trade below $10.00 per share. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the section entitled “Risk Factors” beginning on page 16.

Market for Common Stock

          We expect that our common stock will be listed on the Nasdaq Global Market under the symbol “OABC.” Keefe, Bruyette & Woods, Inc. currently intends to make a market in the shares of our common stock, but is under no obligation to do so. See “Market for the Common Stock.”

Our Policy Regarding Dividends

          Following completion of the stock offering, our board of directors will have the authority to declare dividends on our common stock, subject to statutory and regulatory requirements. However, no decision has been made with respect to the amount, if any, and timing of any dividend payments. The payment and amount of any dividend payments will depend upon a number of factors, including the following:

	•		regulatory capital requirements;
	•		our financial condition and results of operations;
	•		tax considerations;
	•		statutory and regulatory limitations; and
	•		general economic conditions and forecasts.

Tax Consequences

          As a general matter, the conversion will not be a taxable transaction for federal or state income tax purposes to OmniAmerican Bank, OmniAmerican Bancorp, Inc., or persons eligible to subscribe in the subscription offering. See “Taxation” for additional information.

Conditions to Completion of the Conversion and the Offering

          We cannot complete the conversion and the offering unless:

	•		the plan of conversion is approved by at least a majority of votes eligible to be cast by members of OmniAmerican Bank. A special meeting of members to consider and vote upon the plan of conversion has been set for [meeting date];
	•		we have received orders to purchase at least the minimum number of shares of common stock offered; and
	•		we receive final approval of the Office of Thrift Supervision to complete the conversion and the offering.

How You Can Obtain Additional Information

          Our branch office personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the conversion or the offering, please call our Stock Information Center at [stock info #], Monday through Friday between 9:00 a.m. and 4:00 p.m., local time, or visit the Stock Information Center located at 1320 South University Drive, Suite 900, Fort Worth, Texas. The Stock Information Center will be closed on weekends and bank holidays.

TO ENSURE THAT EACH PERSON RECEIVES A PROSPECTUS AT LEAST 48 HOURS PRIOR TO THE EXPIRATION DATE OF [EXPIRATION DATE] IN ACCORDANCE WITH FEDERAL LAW, NO PROSPECTUS WILL BE MAILED OR HAND-DELIVERED ANY LATER THAN FIVE DAYS OR TWO DAYS, RESPECTIVELY, PRIOR TO [EXPIRATION DATE].

RISK FACTORS

Risks Related to Our Business

Our loan portfolio has greater risk than those of many savings banks due to the substantial number of automobile and other consumer loans in our portfolio.

          We have a diversified loan portfolio with a substantial number of loans secured by collateral other than owner-occupied one- to four-family residential real estate. Our loan portfolio includes a substantial number of indirect automobile loans which are automobile loans referred to us by a participating automobile dealership. At June 30, 2009, our consumer loans totaled $249.2 million, or 33.9% of our total loan portfolio, and indirect automobile loans were the largest category of consumer loans representing 27.0% of total loans at June 30, 2009. At that date, we had consumer loans delinquent 60 days or more of $505,000, or 4.6% of total delinquent loans 60 days or more past due. Indirect automobile loans represented $341,000, or 3.1% of total delinquent loans 60 days or more past due. Our consumer loan portfolio also includes direct automobile loans, unsecured loans and loans secured by other personal property. Consumer loans generally have greater risk of loss or default than one- to four-family residential mortgage loans, particularly in the case of loans that are secured by rapidly depreciable assets, such as automobiles, or loans that are unsecured. In these cases, we face the risk that any collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance. Thus, the recovery and sale of such property could be insufficient to compensate us for the principal outstanding on these loans. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit our ability to recover on such loans. Finally, because indirect automobile loan applications are completed by automobile dealerships, we assume the risks associated with a dealership properly complying with federal, state and local consumer protection laws.

          As a result of our relatively large portfolio of consumer loans, it may become necessary to increase our provision for loan losses in the event our losses on these loans increase, which would reduce our profits. In addition, a portion of our automobile loans are made to borrowers with credit scores that would cause such loans to be considered subprime. At June 30, 2009, $14.6 million, or 6.4% of our total automobile loan portfolio, consisted of automobile loans where the borrower’s credit score was 660 or less (a possible indication of a credit-impaired borrower). See “Business of OmniAmerican Bank – Lending Activities – Consumer Loans.”

A portion of our loan portfolio consists of loans made to persons with impaired credit or with reduced documentation, which presents greater risk of loss or delinquency.

          As of June 30, 2009, $22.1 million, or 8.4%, of our one- to four-family residential mortgage loans were to borrowers with a credit score of 660 or less (a possible indication of a credit-impaired borrower) and additional credit weakness. Weakened credit characteristics of a borrower may include prior loan payment delinquencies, foreclosure of prior loans, bankruptcies or prior non-payment of loans. Loans to such borrowers may also present a greater credit risk to us based upon the borrower’s debt to income ratio, the results of a credit review or other criteria that indicates that the borrower may have an insufficient or impaired credit history.

          We also have loans to borrowers who provide limited or no documentation of assets or income, known as stated income loans. At June 30, 2009, we had $14.7 million of stated income loans, or 5.6% of our one- to four-family residential loans. As of June 30, 2009, we had $10.9 million of interest-only one- to four-family mortgage loans. This amount represents 4.2% of our total one- to four-family residential mortgage loans, with $8.0 million of our interest-only loans comprised of adjustable-rate loans. The interest rate on these loans is initially fixed for three, five or seven year terms and then adjusts in accordance with the terms of the loan to require payment of both principal and interest in order to amortize the loan for the remainder of the term.

          In 2008, we began purchasing one- to four-family residential loans, which included subprime, stated income and interest-only loans, at a discount to the original principal balance of the mortgage loan. As of June 30, 2009, the total outstanding balance of all purchased one- to four-family residential mortgage loans was $32.4 million, or 12.4% of our one- to four-family residential loans and 4.4% of our total loans, while the carrying value of such loans, net of purchase discounts, was $27.3 million.  Our purchased one- to four-family residential mortgage loans included $6.8 million of subprime loans as of June 30, 2009. In addition, these purchased one- to four-family residential mortgage loans included $14.1 million of stated income loans and $7.4 million of interest-only loans (of which $5.9 million were also stated income loans). At June 30, 2009, the purchased subprime, stated income and interest-only loans represented 2.6%, 5.4% and 2.8%, respectively, of our total one- to four-family residential mortgage loans. We intend to continue to purchase subprime, stated income and interest-only loans that we service, as market conditions permit, and we are able to obtain the loans at a sufficient discount to the loan balance to compensate us for the added risk associated with such loans.

          These types of one- to four-family residential mortgage loans are generally considered to have a greater risk of delinquency and foreclosure than conforming loans and may require greater provisions for loan losses. Although we have not yet experienced large increases in delinquencies or foreclosures in this portfolio, our residential mortgage loan portfolio may be adversely affected in the event of a continued downturn in regional or national economic conditions. In addition, the value of the real estate securing these loans may become less than any remaining loan balance if local property values deteriorate further. Consequently, we could sustain loan losses and be required to establish a higher provision for loan losses.

Our loan portfolio has more risk due to the recent change in our lending emphasis resulting in a greater percentage of new one- to four-family residential mortgage loans.

          Between 2004 and 2009, the composition of our loan portfolio changed significantly as the dollar amount and percentage of our loans secured by one- to four-family residential real estate increased to $261.3 million, or 35.5% of total loans, at June 30, 2009, from $153.4 million, or 17.7% of total loans, at December 31, 2004. During this period, our consumer loans decreased to $249.2 million, or 33.9% of total loans, at June 30, 2009, from $622.8 million, or 71.7% of total loans, at December 31, 2004. As a result of this change in our lending emphasis, a significant portion of our one- to four-family residential mortgage loans are relatively new or “unseasoned,” and have not been outstanding for a sufficient period of time to demonstrate performance and indicate the potential risks in the loan portfolio. For example, our unseasoned adjustable-rate residential mortgage loans have not been subject to an interest rate environment that required them to adjust to the maximum interest rate level and may involve risks resulting from potentially increasing payment obligations by borrowers. At June 30, 2009, one- to four-family residential mortgage loans delinquent 60 days or more totaled $3.9 million, or 35.4% of total delinquent loans of 60 days or more.

We have increased our levels of non-residential mortgage loans and commercial business loans which has increased our exposure to credit risk.

          Since our conversion from a credit union to a savings bank, we have increased the amount of loans secured by commercial real estate, as well as real estate construction and commercial business loans. At June 30, 2009, our portfolio of commercial real estate loans totaled $95.6 million, or 13.0% of our total loans, compared to $74.2 million, or 10.2% of our total loans, at December 31, 2006. At June 30, 2009, our portfolio of real estate construction loans totaled $40.5 million, or 5.5% of our total loans, compared to $28.8 million, or 4.0% of our total loans, at December 31, 2006. At June 30, 2009, our portfolio of commercial business loans totaled $61.4 million, or 8.3% of our total loans, compared to $11.6 million, or 1.6%, of our total loans at December 31, 2006. At June 30, 2009, our commercial real estate, real estate construction and commercial business loans that were delinquent 60 days or more totaled $2.3 million, $450,000 and $3.9 million, respectively, or 20.8%, 4.1% and 35.2% of total delinquent loans of 60 days or more. We intend to continue to emphasize the origination of these types of loans consistent with safety and soundness standards.

          However, commercial real estate loans, real estate construction loans and commercial business loans generally have a greater risk of loss than owner-occupied one- to four-family residential mortgage loans. Repayment of commercial real estate, real estate construction and commercial business loans generally depends, in large part, on sufficient income from the property or the borrower’s business to cover operating expenses and debt service. These types of loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. Changes in economic conditions that are beyond the control of the borrower and lender may affect the value of the security for the loan, the future cash flow of the affected property or business, or the marketability of a construction project with respect to loans originated for the acquisition and development of property. As we increase our portfolio of these loans, our level of non-performing loans may increase.

          We intend to emphasize business lending and marketing our products and services to small and medium-sized businesses. These small and medium-sized businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities. If general economic conditions negatively affect these businesses, our results of operations and financial condition may be adversely affected.

Protecting our business from identity theft and the theft of other customer data increases our cost of operations. To the extent that we, or our third party providers, are unable to prevent the loss of customer information, our operations may become disrupted and our net income may be adversely affected.

          In recent years, the breach of computer and network systems of businesses, such as banks, by national and international criminals (cyber-fraud) has become more prevalent. Financial fraud is a growing risk of doing business for financial institutions. In January 2008, we experienced a breach of security involving our ATM/debit card system. In August 2009, law enforcement authorities arrested members of the largest identity theft operation ever conducted in the United States. The identity theft operation included the theft of information from a number of retail companies and Heartland Payment Systems, a payment transaction processing center used by many merchants. As a result of this recent identity theft operation, a number of our customers who had their debit card transactions processed through Heartland Payment Systems had their customer information breached. We have remediated the problem and have filed a claim with our insurance carrier to reimburse us for our costs associated with the

breach of Heartland Payment Systems. We currently estimate that the potential loss exposure of addressing the identity theft could be approximately $1.3 million. Subsequent to June 30, 2009, we expensed $415,000, which represented the fees imposed on us by VISA to process merchant reimbursements for our customers, the cost of reissuing debit cards to our customers and the expense of the insurance deductible. Approximately $884,000, representing the funds reimbursed to our customers for fraudulent transactions has not been expensed. We anticipate that we will be reimbursed for the $884,000 through our cybersecurity insurance policy. However, we cannot be certain of a full recovery.

          We must protect our computer systems and network from physical break-ins, security breaches, and other disruptive problems caused by the Internet or other users. Moreover, third party providers such as Heartland Payment Systems, must also take similar actions to protect customer information. We rely on encryption and authentication technology to provide the security and authentication necessary to effect secure transmissions of confidential information, as do our third party providers. However, security measures implemented by us or our third party providers may not prevent cyber-fraud. Advances in computer capabilities, new discoveries in the field of cryptography or other developments could result in a compromise or breach of the algorithms we and our third-party service providers use to protect customer transaction data. If any compromise of our security or the security of our third party providers were to occur, it could have a material adverse effect on our business, financial condition and results of operations.

We could record future impairment losses on our holdings of investment securities. We may not receive full future interest payments on these securities.

          Our investment portfolio includes trust preferred securities and private label collateralized mortgage obligations. We periodically review the performance of these securities and conduct tests for their impairment. As of June 30, 2009, we determined that no other than temporary impairment loss associated with our investment securities was required to be charged to income. A number of factors or combinations of factors could cause us to conclude in one or more future reporting periods that an unrealized loss that exists with respect to these securities constitutes an additional impairment that is other than temporary, which could result in material losses to us. These factors include, but are not limited to, continued failure to make scheduled interest payments, an increase in the severity of the unrealized loss on a particular security, an increase in the continuous duration of the unrealized loss without an improvement in value or changes in market conditions and/or industry or issuer specific factors that would render us unable to forecast a full recovery in value. In addition, the fair values of these investment securities could decline if the overall economy and the financial condition of some of the issuers continue to deteriorate and there remains limited liquidity for these securities.

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings will decrease.

          We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover probable incurred losses in our loan portfolio, requiring us to make additions to our allowance for loan losses. While our allowance for loan losses was 1.20% of total loans at June 30, 2009, material additions to our allowance could materially decrease our net income.

          In addition, bank regulators periodically review our allowance for loan losses and may require us to increase our allowance for loan losses or recognize further loan charge-offs. Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities may have a material adverse effect on our financial condition and results of operations.

Our expenses may increase as a result of increases in Federal Deposit Insurance Corporation insurance premiums.

          On February 27, 2009, the Federal Deposit Insurance Corporation issued a final rule that alters the way the Federal Deposit Insurance Corporation calculates federal deposit insurance assessment rates. Under the rule, the Federal Deposit Insurance Corporation first establishes an institution’s initial base assessment rate. This initial base assessment rate ranges from 12 to 45 basis points, depending on the risk category of the institution. The Federal Deposit Insurance Corporation then adjusts the initial base assessment (higher or lower) to obtain the total base assessment rate. The adjustments to the initial base assessment rate are based upon an institution’s levels of unsecured debt, secured liabilities, and brokered deposits. The total base assessment rate ranges from 7 to 77.5 basis points of the institution’s deposits. Additionally, the Federal Deposit Insurance Corporation on May 22, 2009, issued a final rule that imposes a special 5 basis point assessment on each FDIC-insured depository institution’s assets, minus its Tier 1 capital as of June 30, 2009, which was paid on September 30, 2009. The special assessment was capped at 10 basis points of an institution’s domestic deposits. This special assessment resulted in additional noninterest expense of $478,000 during the six months ended June 30, 2009.

          On September 29, 2009, the Federal Deposit Insurance Corporation issued a proposed rule pursuant to which all insured depository institutions would be required to prepay their estimated assessments for the fourth quarter of 2009, and for all of 2010, 2011 and 2012. Under the proposed rule, this pre-payment would be due on December 30, 2009. Under the proposed rule, the assessment rate for the fourth quarter of 2009 and for 2010 would be based on each institution’s total base assessment rate for the third quarter of 2009, modified to assume that the assessment rate in effect on September 30, 2009 had been in effect for the entire third quarter, and the assessment rate for 2011 and 2012 would be equal to the modified third quarter assessment rate plus an additional 3 basis points. In addition, each institution’s base assessment rate for each period would be calculated using its third quarter assessment base, adjusted quarterly for an estimated 5% annual growth rate in the assessment base through the end of 2012. Based on our deposits and assessment rate at September 30, 2009, we estimate that our prepayment amount will be approximately $6.4 million. We expect that we will be able to make the prepayment from available cash on hand.

          The Emergency Economic Stabilization Act of 2008 temporarily increased the limit on Federal Deposit Insurance Corporation insurance coverage for deposits to $250,000, which was further extended through December 31, 2013. The Federal Deposit Insurance Corporation also took action to provide federal insurance coverage for newly-issued senior unsecured debt and noninterest-bearing transaction and certain NOW accounts in excess of the $250,000 limit, for which institutions will be assessed additional premiums. These actions will significantly increase our noninterest expense in 2009 and in future years as long as the increased premiums are in place.

Future changes in interest rates could reduce our profits.

          Our ability to make a profit largely depends on our net interest income, which could be negatively affected by changes in interest rates. Net interest income is the difference between:

	•		the interest income we earn on our interest-earning assets, such as loans and securities; and
	•		the interest expense we incur on our interest-bearing liabilities, such as deposits and borrowings.

          As a result of our focus on one- to four-family residential mortgage loans, the interest rates on our loans are generally fixed for a longer period of time than the interest rates on our deposits. Additionally, many of our securities investments have lengthy maturities with fixed interest rates. Like many savings institutions, our focus on deposit accounts as a source of funds, which either have no stated maturity or shorter contractual maturities than mortgage loans, results in our liabilities having a shorter average duration than our assets. For example, as of June 30, 2009, 38.4% of our loans had maturities of 15 years or longer, while 84.0% of our certificates of deposits had maturities of one year or less. This imbalance can create significant earnings volatility because market interest rates change over time. In a period of rising interest rates, the interest we earn on our assets, such as loans and investments, may not increase as rapidly as the interest we pay on our liabilities, such as deposits. In a period of declining interest rates, the interest income we earn on our assets may decrease more rapidly than the interest expense we incur on our liabilities, as borrowers prepay mortgage loans and mortgage-backed securities and callable investment securities are called or prepaid, thereby requiring us to reinvest these cash flows at lower interest rates. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Management of Market Risk.”

          In addition, changes in interest rates can affect the average life of loans and mortgage-backed and related securities. A reduction in interest rates results in increased prepayments of loans and mortgage-backed and related securities, as borrowers refinance their debt in order to reduce their borrowing costs. This creates reinvestment risk, which is the risk that we may not be able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities. Additionally, increases in interest rates may decrease loan demand and/or make it more difficult for borrowers to repay adjustable-rate loans.

          Changes in interest rates also affect the current fair value of our interest-earning securities portfolio. Generally, the value of securities moves inversely with changes in interest rates. At June 30, 2009, the fair value of our available for sale securities portfolio, consisting of mortgage-backed securities issued by U.S. Government sponsored enterprises, collateralized mortgage obligations, municipal obligations, trust preferred securities, agency bonds and equity securities totaled $184.0 million. Gross unrealized losses on these securities totaled $2.8 million at June 30, 2009.

          We evaluate interest rate sensitivity using an the Office of Thrift Supervision model that estimates the change in our net portfolio value over a range of interest rate scenarios, also known as a “rate shock” analysis. Net portfolio value is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts. At June 30, 2009, the Office of Thrift Supervision “rate shock” analysis indicated that our net portfolio value would decrease by $9.2 million if there was an instantaneous 200 basis point increase in market interest rates. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Management of Market Risk.”

A legislative proposal has been introduced that would eliminate our primary federal regulator, require OmniAmerican Bank to convert to a national bank or state bank, and require OmniAmerican Bancorp, Inc. to become a bank holding company.

          The U.S. Treasury Department recently introduced proposed legislation that would significantly change the current bank regulatory system. The proposal would create a new federal banking regulator, the National Bank Supervisor, and merge our current primary federal regulator, the Office of Thrift Supervision, as well as the Office of the Comptroller of the Currency (the primary federal regulator for national banks) into the new federal bank regulator. The proposal would also eliminate federal savings banks and require all federal savings banks, such as OmniAmerican Bank, to elect, within six months of the effective date of the legislation, to convert to either a national bank, state bank or state savings association. A federal savings bank that does not make the election would, by operation of law, be converted to a national bank within one year of the effective date of the legislation.

          If OmniAmerican Bank is required to convert to a national bank, state bank or a state savings association, OmniAmerican Bancorp, Inc. would become a bank holding company subject to regulation and supervision by the Board of Governors of the Federal Reserve System instead of the Office of Thrift Supervision. As a bank holding company, OmniAmerican Bancorp, Inc. may become subject to regulatory capital requirements it would not be subject to as a savings and loan holding company and certain additional restrictions on its activities. In addition, compliance with new regulations and being supervised by one or more new regulatory agencies could increase our expenses.

Negative developments in the financial industry and the domestic and international credit markets may adversely affect our operations and results.

          Negative developments in the global credit and securitization markets during the past two years have resulted in a global recession and significant uncertainty in the financial markets. Loan portfolio quality has deteriorated at many institutions, reflecting in part, the severely weakened U.S. economy and rising unemployment. In addition, the values of real estate collateral supporting many commercial loans and home mortgages have declined and may continue to decline. Bank and bank holding company stock prices have been negatively affected, as has the ability of banks and bank holding companies to raise capital or borrow in the debt markets. Specifically, the Federal Deposit Insurance Corporation Quarterly Banking Profile has reported that noncurrent assets plus other real estate owned as a percentage of assets for FDIC-insured financial institutions rose to 2.77% as of June 30, 2009, compared to 1.89% as of December 31, 2008 and 0.95% as of December 31, 2007. For the six months ended June 30, 2009, the Federal Deposit Insurance Corporation Quarterly Banking Profile has reported that annualized return on average assets was 0.04% for FDIC-insured financial institutions compared to 0.04% for the year ended December 31, 2008 and 0.81% for the year ended December 31, 2007. The NASDAQ Bank Index declined 38.4% between December 31, 2007 and June 30, 2009. At June 30, 2009, our noncurrent assets plus other real estate owned as a percentage of assets was 0.60%, and our return on average assets was 0.06% for the year ended December 31, 2008.

          In response to the deteriorating economy, Congress enacted the Emergency Economic Stabilization Act of 2008, under which the U.S. Department of the Treasury has the authority to expend up to $700 billion to assist in stabilizing and providing liquidity to the U.S. financial system. Although it was originally contemplated that these funds would be used primarily to purchase troubled assets under the Troubled Asset Relief Program, in October 2008, the U.S. Department of the Treasury introduced the Capital Purchase Program and committed to purchase up to $250 billion of non-voting senior preferred shares of certain qualified financial institutions in an attempt to encourage financial institutions to build

capital to increase the flow of credit to businesses and consumers, and to support the economy. In addition, Congress temporarily increased Federal Deposit Insurance Corporation deposit insurance from $100,000 to $250,000 per depositor through December 31, 2013. The Federal Deposit Insurance Corporation also announced the creation of the Temporary Liquidity Guarantee Program which is intended to strengthen confidence and encourage liquidity in financial institutions by temporarily guaranteeing newly issued senior unsecured debt of participating organizations and fully insuring noninterest-bearing transaction deposit accounts (such as business checking accounts, interest-bearing transaction accounts paying 50 basis points or less, and lawyers’ trust accounts), regardless of dollar amount until June 30, 2010.

          The potential exists for additional federal or state laws and regulations regarding lending and funding practices and liquidity standards, and bank regulatory agencies are expected to continue to be active in responding to concerns and trends identified in examinations, including the expected issuance of many formal enforcement orders. Actions taken to date, as well as potential actions, may not have the beneficial effects that are intended. In addition, new laws, regulations, and other regulatory changes will increase our Federal Deposit Insurance Corporation insurance premiums and may also increase our costs of regulatory compliance and of doing business, and may otherwise adversely affect our operations. New laws, regulations, and other regulatory changes, along with negative developments in the financial services industry and the domestic and international credit markets, may significantly affect the markets in which we do business, the markets for and value of our loans and investments, and our ongoing operations, costs and profitability. Further, continued declines in the stock market in general, or for stock of financial institutions and their holding companies, may affect our stock performance.

Strong competition within our market areas may limit our growth and profitability.

          Competition in the banking and financial services industry is intense. In our market areas, we compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, and brokerage and investment banking firms operating locally and elsewhere. Some of our competitors have greater name recognition and market presence that benefit them in attracting business, and offer certain services that we do not or cannot provide. In addition, larger competitors may be able to price loans and deposits more aggressively than we do, which could affect our ability to grow and remain profitable on a long-term basis. Our profitability depends upon our continued ability to successfully compete in our market areas. If we must raise interest rates paid on deposits or lower interest rates charged on our loans, our net interest margin and profitability could be adversely affected. For additional information see “Business of OmniAmerican Bank—Competition.”

We operate in a highly regulated environment and may be adversely affected by changes in laws and regulations.

          We are subject to extensive regulation, supervision, and examination by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation. Such regulators govern the activities in which we may engage, primarily for the protection of depositors. These regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of a bank, the classification of assets by a bank, and the adequacy of a bank’s allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, or legislation, could have a material impact on our results of operations. Because our business is highly regulated, the laws, rules and applicable regulations are subject to regular modification and change. There can be no assurance that proposed laws, rules and

regulations, or any other laws, rules or regulations, will not be adopted in the future, which could make compliance more difficult or expensive or otherwise adversely affect our business, financial condition or prospects.

Risks Related to this Stock Offering

The future price of the shares of common stock may be less than the purchase price in the stock offering.

          If you purchase shares of common stock in the stock offering, you may not be able to sell them at or above the purchase price in the stock offering. The purchase price in the offering is based upon an independent, third-party appraisal of the pro forma market value of OmniAmerican Bank, pursuant to federal banking regulations and subject to review and approval by the Office of Thrift Supervision. The appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. Our aggregate pro forma market value as reflected in the final independent appraisal may exceed the market price of our shares of common stock after the completion of the offering, which may result in our stock trading below the initial offering price of $10.00 per share.

The capital we raise in the stock offering will reduce our return on equity. This could negatively affect the trading price of our shares of common stock.

          Net income divided by average equity, known as “return on equity,” is a ratio many investors use to compare the performance of a financial institution to its peers. For the year ended December 31, 2008, our return on average equity was 0.72%. Following the stock offering, we expect our equity to increase from $90.3 million to between $155.0 million at the minimum of the offering range and $192.0 million at the adjusted maximum of the offering range. Based upon our earnings for the year ended December 31, 2008, and these pro forma equity levels, our return on equity would be 0.42% and 0.34% at the minimum and adjusted maximum of the offering range, respectively. We expect our return on equity to remain lower until we are able to leverage the additional capital we receive from the stock offering. Although we will be able to increase net interest income using proceeds of the stock offering, our return on equity will be reduced by the capital raised in the stock offering, higher expenses from the costs of being a public company, and added expenses associated with our employee stock ownership plan and the stock-based benefit plan we intend to adopt. Until we can increase our net interest income and noninterest income, we expect our return on equity to remain lower, which may reduce the value of our shares of common stock.

We will need to implement additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements.

          Upon completion of the stock offering, we will become a public reporting company. The federal securities laws and regulations of the Securities and Exchange Commission require that we file annual, quarterly and current reports, and that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We expect that the obligations of being a public company, including substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. These obligations will increase our operating expenses and could divert management’s attention from our banking operations. Compliance with the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the Securities and Exchange Commission will require us to certify the adequacy of our internal controls and procedures, which could require us to upgrade our systems, and/or hire additional staff, which would increase our operating costs.

Our stock-based benefit plans will increase our costs, which will reduce our income.

          We anticipate that our employee stock ownership plan will purchase 8% of the total shares of common stock sold in the stock offering, with funds borrowed from OmniAmerican Bancorp, Inc. The cost of acquiring the shares of common stock for the employee stock ownership plan will be between $6.1 million at the minimum of the offering range and $9.5 million at the adjusted maximum of the offering range. We will record annual employee stock ownership plan expense in an amount equal to the fair value of shares of common stock committed to be released to employees. If shares of common stock appreciate in value over time, compensation expense relating to the employee stock ownership plan will increase.

          We also intend to adopt a stock-based benefit plan after the stock offering that would award participants (at no cost to them) shares of our common stock and/or options to purchase shares of our common stock. The number of shares of restricted stock or stock options reserved for issuance under any initial stock-based benefit plan may not exceed 4% and 10%, respectively, of our total outstanding shares, if these plans are adopted within 12 months after the completion of the conversion. We may grant shares of common stock and stock options in excess of these amounts provided the stock-based benefit plan is adopted more than one year following the stock offering. Assuming the market price of the common stock is $10.00 per share; the options are granted with an exercise price of $10.00 per share; the dividend yield on the stock is 0%; the expected option life is ten years; the risk free interest rate is 3.53% (based on the ten-year Treasury rate) and the volatility rate on the shares of common stock is 32.17% (based on an index of publicly traded thrift institutions), the estimated grant-date fair value of the options using a Black-Scholes option pricing analysis is $4.98 per option granted. Assuming this value is amortized over a five-year vesting period, the corresponding annual pre-tax expense associated with all the stock options would be $1.2 million at the adjusted maximum of the offering range. In addition, assuming that all shares of restricted stock are awarded at a price of $10.00 per share, and that the awards vest over a five-year period, the corresponding annual pre-tax expense associated with restricted stock awarded under the stock-based benefit plan would be $952,200 at the adjusted maximum of the offering range. Moreover, if we grant shares of common stock or options in excess of these amounts, such grants would increase our costs further.

          The shares of restricted stock granted under the stock-based benefit plan will be expensed by us over their vesting period at the fair market value of the shares on the date they are awarded. If the shares of restricted stock to be granted under the plan are repurchased in the open market (rather than issued directly from authorized but unissued shares by OmniAmerican Bancorp, Inc.) and cost the same as the purchase price in the stock offering, the reduction to stockholders’ equity due to the plan would be between $3.1 million at the minimum of the offering range and $4.8 million at the adjusted maximum of the offering range. To the extent we repurchase shares of common stock in the open market to fund the grants of shares under the plan, and the price of such shares exceeds the offering price of $10.00 per share, the reduction to stockholders’ equity would exceed the range described above. Conversely, to the extent the price of such shares is below the offering price of $10.00 per share, the reduction to stockholders’ equity would be less than the range described above.

The implementation of stock-based benefit plans may dilute your ownership interest. Historically, the overwhelming majority of stock-based benefit plans adopted by savings institutions and their holding companies following mutual-to-stock conversions have been approved by stockholders.

          We intend to adopt one or more stock-based benefit plans, which will allow participants to be awarded shares of common stock (at no cost to them) or options to purchase shares of our common stock, following the stock offering. These stock-based benefit plans will be funded through either open market

purchases of shares of common stock, if permitted, or from the issuance of authorized but unissued shares of common stock. Stockholders would experience a reduction in ownership interest totaling 12.3% in the event newly issued shares are used to fund stock options or awards of shares of common stock under these plans in an amount equal to 10% and 4%, respectively, of the shares issued in the stock offering. We may grant shares of common stock and stock options in excess of these amounts provided the stock-based benefit plan is adopted more than one year following the stock offering. The implementation of the stock-based benefit plan will be subject to stockholder approval and historically the overwhelming majority of stock-based benefit plans adopted by savings institutions and their holding companies following mutual-to-stock conversions have been approved by stockholders.

We have not determined whether we will adopt stock-based benefit plans more than one year following the stock offering. Stock-based benefit plans implemented more than one year following the stock offering may exceed regulatory restrictions on the size of stock-based benefit plans implemented within one year, which would increase our costs.

          If we adopt stock-based benefit plans within one year following the completion of the stock offering, then we may grant shares of common stock or stock options under our stock-based benefit plans for up to 4% and 10%, respectively, of our total outstanding shares. The amount of stock awards and stock options available for grant under the stock-based benefit plans may exceed these amounts, provided the stock-based benefit plans are implemented more than one year following the stock offering. Although the implementation of the stock-based benefit plan will be subject to stockholder approval, the determination as to the timing of the implementation of such a plan will be at the discretion of our board of directors. Stock-based benefit plans that provide for awards in excess of these amounts would increase our costs beyond the amounts estimated in “—Our stock-based benefit plans will increase our costs, which will reduce our income.” Stock-based benefit plans that provide for awards in excess of these amounts could also result in dilution to stockholders in excess of that described in “—The implementation of stock-based benefit plans may dilute your ownership interest. Historically, the overwhelming majority of stock-based benefit plans adopted by savings institutions and their holding companies following mutual-to-stock conversions have been approved by stockholders.”

We will enter into an employment agreement and three change in control agreements that may increase our compensation costs.

          We intend to enter into a new employment agreement with Tim Carter, our President and Chief Executive Officer and change in control agreements with Deborah B. Wilkinson, our Senior Executive Vice President and Chief Financial Officer, Terry Almon, our Senior Executive Vice President and Chief Operating Officer and Anne Holland, our Senior Executive Vice President and Chief Lending Officer. In the event of an involuntary or good reason termination of employment, or certain types of termination following a change in control, as set forth in the employment agreement, the employment agreement provides for cash severance benefits that would cost approximately $1.4 million based on information as of June 30, 2009. Similarly, in the event of an involuntary or good reason termination of employment following a change in control, the change in control agreements provide for cash severance benefits that would cost approximately $1.3 million in the aggregate based on information as of June 30, 2009 (assuming Ms. Almon was employed by us on that date at her current base salary). For additional information see “Management of OmniAmerican Bancorp, Inc.—Executive Officer Compensation.”

We have broad discretion in using the proceeds of the stock offering. Our failure to effectively use such proceeds could reduce our profits.

          We will use a portion of the net proceeds to finance the purchase of shares of common stock in the stock offering by the employee stock ownership plan and may use the remaining net proceeds to pay dividends to stockholders, repurchase shares of common stock, purchase investment securities, deposit funds in OmniAmerican Bank, acquire other financial services companies or for other general corporate purposes. OmniAmerican Bank may use the proceeds it receives to fund new loans, establish or acquire new branches, purchase investment securities, reduce a portion of our borrowings, or for general corporate purposes. We have not identified specific amounts of proceeds for any of these purposes and we will have significant flexibility in determining the amount of net proceeds we apply to different uses and the timing of such applications. Our failure to utilize these funds effectively could reduce our profitability. We have not established a timetable for the effective deployment of the proceeds and we cannot predict how long we will require to effectively deploy the proceeds.

Our stock value may be negatively affected by federal regulations that restrict takeovers.

          For three years following the stock offering, Office of Thrift Supervision regulations prohibit any person from acquiring or offering to acquire more than 10% of our common stock without the prior written approval of the Office of Thrift Supervision. See “Restrictions on Acquisition of OmniAmerican Bancorp, Inc.” for a discussion of applicable Office of Thrift Supervision regulations regarding acquisitions.

The corporate governance provisions in our articles of incorporation and bylaws, and the corporate governance provisions under Maryland law, may prevent or impede the holders of our common stock from obtaining representation on our Board of Directors and may impede takeovers of the company that our Board might conclude are not in the best interest of OmniAmerican Bancorp, Inc. or its stockholders.

          Provisions in our articles of incorporation and bylaws may prevent or impede holders of our common stock from obtaining representation on our board of directors and may make takeovers of OmniAmerican Bancorp, Inc. more difficult. For example, our board of directors is divided into three classes, only one of which will stand for election annually. A classified board makes it more difficult for stockholders to change a majority of the directors because it generally takes at least two annual elections of directors for this to occur. Our articles of incorporation include a provision that provides that, without the approval of a majority of the unaffiliated directors, no person will be entitled to vote any shares of our common stock in excess of 10% of our outstanding shares of common stock. This limitation does not apply to the purchase of shares by a tax-qualified employee stock benefit plan established by us. In addition, our articles of incorporation and bylaws restrict who may call special meetings of stockholders and how directors may be removed from office. Additionally, in certain instances, the Maryland General Corporation Law requires a supermajority vote of our stockholders to approve a merger or other business combination with a large stockholder, if the proposed transaction is not approved by a majority of our directors. See “Restrictions on Acquisition of OmniAmerican Bancorp, Inc.”

We have never issued common stock and there is no guarantee that a liquid market for our common stock will develop.

          We have never issued capital stock and there is no established market for our common stock. We expect that our common stock will be traded on the Nasdaq Global Market under the symbol “OABC,” subject to completion of the offering and compliance with certain conditions, including the presence of at

least three registered and active market makers. Keefe Bruyette & Woods, Inc. has advised us that it intends to make a market in shares of our common stock following the offering, but it is under no obligation to do so or to continue to do so once it begins. While we will attempt before completion of the offering to obtain commitments from at least two other broker-dealers to make a market in shares of our common stock, there can be no assurance that we will be successful in obtaining such commitments.

We may take other actions to meet the minimum required sales of shares if we cannot find enough purchasers in the community.

          If we do not sell enough shares to reach the minimum of the offering range through the subscription and community offerings, shares may be offered for sale to the general public in a syndicated community offering to be managed by Keefe Bruyette & Woods, Inc., acting as our agent. If we are not able to reach the minimum of the offering range after Keefe Bruyette & Woods, Inc., uses its best efforts in a syndicated community offering we may do any of the following: increase the maximum purchase limitations and allow all maximum purchase subscribers to increase their orders to the new maximum purchase limitations; terminate the offering and promptly return all funds; set a new offering range, notifying all subscribers of the opportunity to confirm, cancel or change their orders; or take such other actions as may be permitted by the Office of Thrift Supervision.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

          The following tables set forth selected historical consolidated financial and other data of OmniAmerican Bank for the years and at the dates indicated. The information at December 31, 2008 and 2007 and for the years ended December 31, 2008, 2007 and 2006 is derived in part from, and should be read together with, the audited consolidated financial statements and notes thereto of OmniAmerican Bank beginning at page F-1 of this prospectus. The information at December 31, 2006, 2005 and 2004 and for the years ended December 31, 2005 and 2004 is derived in part from audited consolidated financial statements that are not included in this prospectus. The information at June 30, 2009 and for the six months ended June 30, 2009 and 2008 is unaudited and reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results of operations for the six months ended June 30, 2009 are not necessarily indicative of the results to be achieved for the remainder of 2009 or any other period.

		At June 30,				At December 31,
		2009				2008				2007				2006				2005				2004
		(unaudited)				(In thousands)
Selected Consolidated Financial Condition Data:
Total assets		$	1,038,306			$	1,067,914			$	1,051,021			$	1,062,874			$	1,118,733			$	1,279,784
Cash and cash equivalents			53,196				41,242				19,036				98,317				40,653				57,597
Securities available for sale, at fair value			183,993				230,304				244,585				150,904				183,530				251,559
Other investments			7,287				10,014				10,065				9,715				16,875				17,585
Loans receivable, net			725,100				715,774				707,099				728,847				799,152				870,802
Foreclosed assets, net			90				98				248				143				428				936
Other real estate owned			551				488				488				488				—				—
Deposits			759,831				739,846				729,895				794,152				689,057				742,011
Federal Home Loan Bank of Dallas advances			117,900				169,900				156,900				128,900				253,479				317,204
Other secured borrowings			58,000				58,664				66,156				41,168				77,796				124,577
Total equity capital			90,266				89,329				88,722				88,861				87,718				87,985

		For the Six Months Ended
		June 30,								For the Years Ended December 31,
		2009				2008				2008				2007				2006				2005				2004
		(unaudited)								(In thousands)
Selected Consolidated Operating Data:
Interest income		$	27,651			$	28,820			$	57,696			$	54,915			$	52,010			$	53,462			$	55,679
Interest expense			11,163				14,721				27,677				29,688				25,521				23,385				23,827
Net interest income			16,488				14,099				30,019				25,227				26,489				30,077				31,852
Provision for loan losses			2,400				1,875				3,825				3,650				6,113				5,730				5,433
Net interest income after provision for loan losses			14,088				12,224				26,194				21,577				20,376				24,347				26,419
Noninterest income			8,362				8,257				16,269				17,569				17,325				19,187				15,614
Noninterest expense			21,502				19,974				41,077				42,433				45,957				38,145				36,021
Income (loss) before income tax expense (benefit)			948				507				1,386				(3,287	)			(8,256	)			5,389				6,012
Income tax expense (benefit) (1)			489				286				742				(1,115	)			(7,332	)			—				—
Net income (loss)		$	459			$	221			$	644			$	(2,172	)		$	(924	)		$	5,389			$	6,012

		December 31,
		2006				2005				2004
Historical net (loss) income		$	(924	)		$	5,389			$	6,012
Less: pro forma tax expense			—				1,832				2,044
Less: tax benefit			4,541				—				—
Pro forma net (loss) income		$	(5,465	)		$	3,557			$	3,968

		At or For the Six
		Months Ended June 30,								At or For the Years Ended December 31,
		2009				2008				2008				2007				2006				2005				2004
Selected Consolidated Financial Ratios and Other Data:
Performance Ratios:
Return (loss) on average assets (ratio of net income (loss) to average total assets) (1)			0.09	%			0.04	%			0.06	%			(0.21	)%			(0.09	)%			0.50	%			0.53	%
Return on average assets tax effected			n/a				n/a				n/a				n/a				n/a				0.33	%			0.35	%
Return (loss) on average equity (ratio of net income (loss) to average equity) (1)			1.02	%			0.48	%			0.72	%			(2.46	)%			(1.00	)%			5.66	%			7.01	%
Return on average equity tax effected			n/a				n/a				n/a				n/a				n/a				3.74	%			4.63	%
Interest rate spread (1) (2)			3.12	%			2.52	%			2.74	%			2.38	%			2.58	%			2.63	%			2.62	%
Net interest margin (1)(3)			3.36	%			2.81	%			3.02	%			2.70	%			2.77	%			2.74	%			2.74	%
Efficiency ratio (4)			86.53	%			89.35	%			88.74	%			99.15	%			104.89	%			77.43	%			75.89	%
Noninterest expense to average total assets (1)			4.06	%			3.70	%			3.82	%			4.17	%			4.38	%			3.50	%			3.20	%
Average interest-earning assets to average interest-bearing liabilities			110.64	%			110.05	%			109.88	%			110.08	%			107.33	%			105.45	%			105.75	%
Average equity to average total assets			8.53	%			8.42	%			8.32	%			8.68	%			8.84	%			8.75	%			7.61	%
Asset Quality Ratios:
Non-performing assets to total assets			0.60	%			0.81	%			0.59	%			0.35	%			0.37	%			0.21	%			0.28	%
Non-performing loans to total loans			0.76	%			1.13	%			0.79	%			0.42	%			0.45	%			0.23	%			0.30	%
Allowance for loan losses to non-performing loans			158.30	%			92.91	%			145.06	%			248.52	%			213.67	%			256.81	%			205.71	%
Allowance for loan losses to total loans			1.20	%			1.07	%			1.14	%			1.04	%			0.96	%			0.60	%			0.62	%
Net charge-offs to average loans outstanding(1)			0.51	%			0.45	%			0.40	%			0.46	%			0.52	%			0.76	%			0.70	%
Capital Ratios:
Total capital (to risk-weighted assets)			12.08	%			11.33	%			11.73	%			11.66	%			11.74	%			11.09	%(5)			9.19	%(5)
Tier I capital (to risk-weighted assets)			11.07	%			10.46	%			10.73	%			10.68	%			10.83	%			10.54	%(5)			8.64	%(5)
Tier I capital (to total assets)			8.00	%			7.48	%			7.71	%			7.76	%			7.95	%			8.22	%(5)			6.80	%(5)
Other Data:
Number of full service offices			16				17				17				17				17				16				16
Full-time equivalent employees			351				346				345				338				387				336				378

RECENT DEVELOPMENTS

          The following tables set forth selected historical consolidated financial and other data of OmniAmerican Bank for the periods and at the dates indicated. The information at December 31, 2008 is derived in part from, and should be read together with, the audited consolidated financial statements and notes thereto of OmniAmerican Bank beginning at page F-1 of this prospectus. The information at September 30, 2009 and for the three and nine months ended September 30, 2009 and 2008 is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three and nine months ended September 30, 2009 are not necessarily indicative of the results to be achieved for the remainder of 2009 or any other period.

		At				At
		September 30,				December 31,
		2009				2008
		(Unaudited)
		(In thousands)
Selected Consolidated Financial Condition Data:
Total assets		$	1,006,283			$	1,067,914
Cash and cash equivalents			31,832				41,242
Securities available for sale, at fair value			195,874				230,304
Other investments			5,203				10,014
Loans receivable, net			695,073				715,774
Foreclosed assets, net			169				98
Other real estate owned			9,305				488
Deposits			753,778				739,846
Federal Home Loan Bank of Dallas advances			90,400				169,900
Other secured borrowings			58,000				58,664
Total equity capital			91,338				89,329

		For The Three Months Ended								For The Nine Months Ended
		September 30,								September 30,
		2009				2008				2009				2008
		(Unaudited)
		(In thousands)
Selected Consolidated Operating Data:
Interest income		$	13,323			$	14,565			$	40,974			$	43,385
Interest expense			4,570				6,588				15,733				21,309
Net interest income			8,753				7,977				25,241				22,076
Provision for loan losses			1,925				500				4,325				2,375
Net interest income after provision for loan losses			6,828				7,477				20,916				19,701
Noninterest income			4,503				4,235				12,865				12,492
Noninterest expense			11,028				10,492				32,530				30,466
Income before income tax expense			303				1,220				1,251				1,727
Income tax expense			205				532				694				818
Net income		$	98			$	688			$	557			$	909