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): March 29, 1997
ASTORIA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-22228 11-3170868
(State or other Commission File (IRS Employer
jurisdiction of 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
NONE
(Former name or former address, if changed since last report)
ITEMS 1 THROUGH 4, 6, 8 & 9. NOT APPLICABLE
ITEM 5. OTHER EVENTS.
On March 29, 1997, Astoria Financial Corporation, a Delaware
corporation ("Astoria Financial"), entered into an Agreement and Plan of Merger
(the "Merger Agreement") by and among Astoria Financial, Astoria Federal Savings
and Loan Association, a federally chartered savings and loan association and a
wholly-owned subsidiary of Astoria Financial (the "Association"), and The
Greater New York Savings Bank, a New York chartered stock savings bank ("The
Greater"). The Merger Agreement provides, among other things, that The Greater
will be merged with and into the Association, with the Association being the
surviving corporation (the "Merger").
Pursuant to the Merger Agreement, each share of common stock of The
Greater issued and outstanding at the Effective Time (as defined in the Merger
Agreement) will be converted into the right to receive either 0.50 shares of
Astoria Financial common stock or $19.00 in cash, pursuant to an election
procedure as described in the Merger Agreement, subject to 75% of The Greater
shares receiving Astoria Financial common stock and 25% receiving cash. In
addition, the outstanding shares of the 12% Noncumulative Preferred Stock,
Series B, of The Greater will be converted into a newly-created series of
preferred stock of Astoria Financial with substantially identical, and no less
favorable, terms.
Consummation of the merger is subject to the satisfaction of certain
conditions, including approval and adoption of the Merger Agreement by the
shareholders of both Astoria Financial and The Greater and the approval of the
appropriate regulatory agencies.
The Greater has the right to terminate the Merger Agreement if the
market value of Astoria Financial (as defined in the Merger Agreement) falls
below $30.30 per share and such decline in value is 15% greater than the
percentage decline of a group of similar financial institutions, unless Astoria
Financial delivers to The Greater's shareholders Astoria Financial shares having
a minimum value established pursuant to a formula set forth in the Merger
Agreement.
In connection with the Merger Agreement, Astoria Financial and The
Greater also entered into a Stock Option Agreement, dated as of March 29, 1997,
pursuant to which The Greater granted Astoria Financial an option to purchase up
to 2,721,536, or 19.9%, of The Greater's issued and outstanding shares of common
stock, upon the terms and conditions stated therein. The Merger Agreement also
includes a provision for a $5 million termination fee that is payable to Astoria
Financial if the transaction is not completed under certain circumstances.
This Current Report on Form 8-K may contain certain forward-looking
statements regarding Astoria Financial's acquisition of The Greater, including
cost savings to be realized, earnings accretion, transaction charges and other
opportunities following the acquisition which are based on management's current
expectations regarding economic, legislative and regulatory issues. The factors
which may cause future results to vary materially include, but are not limited
to, general economic conditions, changes in interest rates, deposit flows, loan
demand, real estate values, and competition; changes in accounting principles,
policies, or guidelines;
changes in legislation or regulation; and other economic, competitive,
governmental, regulatory, and technological factors affecting each company's
operations, pricing, products and services.
Astoria Financial and The Greater publicly announced the Merger in a
press release dated March 31, 1997, a copy of which is attached hereto as
Exhibit 99.1.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits. The following Exhibits are filed as part of this
report:
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as
of March 29, 1997, by and among Astoria
Financial Corporation, Astoria Federal
Savings and Loan Association and The
Greater New York Savings Bank.*
4.1 Stock Option Agreement, dated as of
March 29, 1997, by and between The
Greater New York Savings Bank and
Astoria Financial Corporation.*
99.1 Press Release issued on March 31, 1997.
99.2 Analyst Presentation.
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* To be filed by amendment.
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SIGNATURES
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: March 31, 1997
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as
of March 29, 1997, by and among
Astoria Financial Corporation, Astoria
Federal Savings and Loan Association
and The Greater New York Savings
Bank.*
4.1 Stock Option Agreement, dated as of
March 29, 1997, by and between The
Greater New York Savings Bank and
Astoria Financial Corporation.*
99.1 Press Release issued on March 31, 1997
99.2 Analyst Presentation.
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* To be filed by amendment.
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