SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): July 17, 1996
ASTORIA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-22228 11-3170868
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
ONE ASTORIA FEDERAL PLAZA, LAKE SUCCESS, NEW YORK 11042-1085
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (516) 327-3000
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEMS 1
THROUGH 4,
6 AND 8. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
IN GENERAL.
On July 17, 1996, the Board of Directors of Astoria Financial
Corporation (the "Corporation") declared a dividend of one preferred share
purchase right (the "Right") for each outstanding share of common stock, par
value $.01 per share (the "Common Shares"), of the Corporation. The dividend is
payable on September 3, 1996 (the "Record Date") to the stockholders of record
on that date. Each Right entitles the registered holder to purchase from the
Corporation one one-hundredth interest in a share of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred
Shares"), of the Corporation, at a price of $100.00 per one one-hundredth
interest in a Preferred Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement, as the
same may be amended from time to time (the "Rights Agreement") dated as of July
17, 1996 between the Corporation and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent (the "Rights Agent").
DISTRIBUTION DATE.
Until the date on which certain events take place (the "Distribution
Date"), the Rights will be evidenced by, with respect to any Common Share
certificate outstanding on the Record Date, such Common Share certificate with a
copy of this Summary of Rights attached thereto. The term "Distribution Date"
means the earlier of (a) the 20th business day following a public announcement
that a person or group of affiliated or associated persons has acquired
beneficial ownership of 10% or more of the outstanding Common Shares
(collectively, an "Acquiring Person") or (b) the 20th business day (or such
later date as may be determined by the Board of Directors of the Corporation)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of affiliated or associated persons of 10% or
more of such outstanding Common Shares.
TRANSFER OF RIGHTS AND CERTIFICATES.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders
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of record of the Common Shares as of the close of business on the Distribution
Date, and such separate Right Certificates alone will evidence the Rights.
EXERCISE PERIOD.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on the Final Expiration Date, unless the Final Expiration
Date is extended, or the Rights are earlier redeemed by the Corporation. The
term "Final Expiration Date" is defined in the Rights Agreement and generally
means September 3, 2006.
ADJUSTMENTS.
(a) The Purchase Price payable, and the number of interests in
Preferred Shares or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to holders of the
Preferred Shares of certain rights or warrants to subscribe for or purchase
Preferred Shares at a price, or securities convertible into Preferred Shares
with a conversion price, less than the then current market price of the
Preferred Shares or (iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or dividends payable in
Preferred Shares) or of subscription rights or warrants (other than those
referred to above).
(b) The number of outstanding Rights and the number of one
one-hundredth interests in Preferred Shares issuable upon exercise of each Right
are also subject to adjustment in the event of a stock split of the Common
Shares or a stock dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common Shares occurring, in
any such case, prior to the Distribution Date.
(c) With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Corporation, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
PREFERRED SHARES.
(a) Interests in Preferred Shares purchasable upon exercise of the
Rights will not be redeemable. Each Preferred Share will be entitled to a
minimum preferential quarterly dividend payment of $1 per share but will be
entitled to an aggregate dividend of 100 times the dividend declared per Common
Share. In the event of liquidation, the holders of the interests in Preferred
Shares will be entitled to a minimum preferential liquidation payment of $100
per share but will be entitled to an aggregate payment of 100 times the payment
made per Common Share. Each Preferred Share will have 100 votes, voting together
with the Common Shares. Finally, in the event of any merger, consolidation or
other transaction in which Common Shares
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are exchanged, each Preferred Share will be entitled to receive 100 times the
amount received per Common Share. These rights are protected by customary
antidilution provisions.
(b) Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
Preferred Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
EXERCISE OF RIGHTS FOR COMMON STOCK.
In the event that the Corporation is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power is sold, proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current purchase price of the Right, that number of shares of common
stock of the acquiring company that at the time of such transaction will have a
market value of two times the purchase price of the Right. In the event that any
person becomes an Acquiring Person, proper provision shall be made so that each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares having a market value of two times the
purchase price of the Right.
OPTIONAL EXCHANGE OF RIGHTS.
At any time after a person or group of affiliated or associated
persons becomes an Acquiring Person and prior to the acquisition by such person
or group of persons of 50% or more of the outstanding Common Shares, the Board
of Directors of the Corporation may exchange the Rights (other than Rights owned
by such person or group which have become void), in whole or in part, at an
exchange ratio (subject to adjustment) of one Common Share per Right. At its
option, the Board may substitute interests in Preferred Shares (or shares of a
class or series of the Corporation's preferred stock having equivalent rights,
preferences and privileges) for Common Shares exchangeable for Rights at an
initial rate (subject to adjustment) of one one-hundredth interest in a
Preferred Share (or equivalent preferred share) for each Common Share.
REDEMPTION OF RIGHTS.
(a) At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 10% or more of the
outstanding Common Shares and up to 20 business days thereafter, the Board of
Directors of the Corporation may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price").
(b) Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate, and the only right of the holders of Rights will be
to receive the Redemption Price.
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AMENDMENTS.
The terms of the Rights may be amended by the Board of Directors of
the Corporation without the consent of the holders of the Rights, including an
amendment to lower the threshold for exercisability of the rights to not less
than the largest percentage of the outstanding Common Shares then known to the
Corporation to be beneficially owned by any person or group of affiliated or
associated persons, provided that from and after such time as any person becomes
an Acquiring Person, the terms of the Rights may be amended only by resolution
of the Board adopted by a majority of Continuing Directors (which resolution is
effective only if Continuing Directors constitute a majority of the number of
directors in office).
RIGHTS PRIOR TO EXERCISE.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Corporation, including, without limitation,
the right to vote or to receive dividends.
DOCUMENTS AND EFFECT OF THIS SUMMARY.
A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A
dated July 17, 1996. A copy of the Rights Agreement is available free of charge
from the Corporation. This summary description of the Rights does not purport to
be complete and is qualified in its entirety by reference to the Rights
Agreement, which is hereby incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
No financial statements are required to be filed as part of this
Report. The following exhibits are filed as part of this Report:
EXHIBIT NO. DESCRIPTION
99.1 Rights Agreement, dated as of July 17,
1996, between Astoria Financial
Corporation and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent
99.2 Press Release, dated July 18, 1996
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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
By: /s/ George L. Engelke, Jr.
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George L. Engelke, Jr.
President and Chief Executive
Officer
Dated: July 17, 1996