UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 6, 2006
ASTORIA FINANCIAL CORPORATION |
(Exact name of registrant as specified in its charter) |
Delaware |
| 001-11967 |
| 11-3170868 |
(State or other jurisdiction of |
| (Commission |
| (IRS Employer |
ONE ASTORIA FEDERAL PLAZA, LAKE SUCCESS, NEW YORK 11042-1085 |
(Address of principal executive offices, including zip code) |
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Registrant’s telephone number, including area code: (516) 327-3000 |
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NOT APPLICABLE |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEMS 1,2,3,4 AND 6 THROUGH 8 NOT APPLICABLE.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
In connection with the expiration of the rights issued under the Rights Agreement, dated July 17, 1996, as amended, by and between Astoria Financial Corporation (the “Company”) and ChaseMellon Shareholder Services, LLC, now known as Mellon Investor Services LLC, as rights agent, the Company’s board of directors approved an amendment to the Company’s Certificate of Incorporation, by way of a Certificate of Elimination of the Series A Junior Participating Preferred Stock, par value $.01 per share, (the “Series A Stock”). On September 6, 2006, 2006 the Company filed the Certificate of Elimination with the Secretary of State of the State of Delaware, which is the effective date of the amendment. The Certificate of Elimination (a) eliminated the previous designation of 1,800,000 shares of Series A Stock, none of which were outstanding at the time of the filing; (b) upon such elimination, caused such shares of Series A Stock to resume their status as undesignated shares of preferred stock, and (c) eliminated from the Certificate of Incorporation of the Company, all references to the Series A Stock. As a result of the filing of the Certificate of Elimination, the Company now has 5,000,000 shares of serial preferred stock, 2,000,000 of which are 12% Noncumulative Preferred Stock, Series B and none of which are outstanding. The rights, preferences and privileges of the undesignated serial preferred stock may again be designated by the Company’s board of directors. A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following Exhibit is filed as part of this report:
| Exhibit 3.1 | Certificate of Elimination of the Series A Junior Participating Preferred Stock of Astoria Financial Corporation dated as of September 5, 2006. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ASTORIA FINANCIAL CORPORATION | |
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| By: | /s/ Peter J. Cunningham |
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| Peter J. Cunningham |
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| First Vice President and |
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| Director of Investor Relations |
Dated: September 11, 2006
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EXHIBIT INDEX
Exhibit |
| Description |
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3.1 |
| Certificate of Elimination of the Series A Junior Participating Preferred Stock of Astoria Financial Corporation dated as of September 5, 2006. |
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