SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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): April 2, 1998
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 April 2, 1998, Astoria Financial Corporation, a Delaware corporation
("Astoria Financial"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), by and between Astoria Financial and Long Island Bancorp, Inc., a
Delaware corporation ("LIB"). The Merger Agreement provides, among other things,
that LIB will be merged with and into Astoria Financial, with Astoria Financial
being the surviving corporation (the "Merger").
Pursuant to the Merger Agreement, each share of common stock of LIB
issued and outstanding at the Effective Time (as defined in the Merger
Agreement) will be converted into the right to receive 1.15 shares of Astoria
Financial common stock, provided, however, that no fraction of a share of
Astoria Financial common stock will be issued in the Merger.
Consummation of the Merger is subject to the satisfaction of certain
conditions, including approval of the shareholders of both Astoria Financial and
LIB and approval of the appropriate regulatory agencies.
LIB has the right to terminate the Merger Agreement if the market value
of Astoria Financial common stock as defined in the Merger Agreement) falls
below $49.76 per share and such decline in value is 17.5% greater than the
percentage decline of a group of similar financial institutions, unless Astoria
Financial delivers to LIB shareholders shares of Astoria Financial common stock
having a minimum value established pursuant to a formula set forth in the Merger
Agreement.
In connection with the Merger Agreement, Astoria Financial and LIB each
granted to the other a stock option pursuant to Stock Option Agreements, dated
as of April 2, 1998, pursuant to which each of Astoria Financial and LIB may
purchase up to 19.9% of the other's issued and outstanding shares of common
stock, upon the terms and conditions stated therein. The Merger Agreement also
includes a provision for a $60 million termination fee that is payable to
Astoria Financial if the transaction is not completed under certain
circumstances. Both the Merger Agreement and the Stock Option Agreement granted
to Astoria Financial provide that the total profit to Astoria Financial from the
value of the stock option and termination fee may not exceed $60 million plus
reasonable out-of-pocket expenses.
On April 2, 1998, Astoria Financial amended the Rights Agreement, by
and between Astoria Financial and Chase Mellon Shareholder Services, L.L.C.,
dated as of July 17, 1996 (the "Rights Agreement"), with the effect of exempting
the events and transaction contemplated by the Stock Option Agreement granted by
Astoria Federal to LIB from the Rights Agreement.
This Current Report on Form 8-K may contain certain forward-looking
statements regarding Astoria Financial's acquisition of LIB, 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 LIB publicly announced the Merger in a press
release dated April 3, 1998, a copy of which is attached hereto as Exhibit 99.1.
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 April
2, 1998, by and between Astoria Financial
Corporation and Long Island Bancorp, Inc.
4.1 Stock Option Agreement, dated as of April 2,
1998, by and between Astoria Financial
Corporation and Long Island Bancorp, Inc.
4.2 Stock Option Agreement, dated as of April 2,
1998, by and between Astoria Financial
Corporation and Long Island Bancorp, Inc.
4.3 Amendment No. 1 to Rights Agreement, dated as of
April 2, 1998, by and between Astoria Financial
Corporation and Chase Mellon Shareholder
Services, L.L.C.
99.1 Press Release issued on April 3, 1998.*
99.2 Analyst Presentation.*
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* Previously filed with Astoria Financial Corporation's Current Report on Form
8-K on April 3, 1998.
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/ Alan P. Eggleston
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Alan P. Eggleston
Executive Vice President and
General Counsel
Dated: April 10, 1998
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of April
2, 1998, by and between Astoria Financial
Corporation and Long Island Bancorp, Inc.
4.1 Stock Option Agreement, dated as of April 2,
1998, by and between Astoria Financial
Corporation and Long Island Bancorp, Inc.
4.2 Stock Option Agreement, dated as of April 2,
1998, by and between Astoria Financial
Corporation and Long Island Bancorp, Inc.
4.3 Amendment No. 1 to Rights Agreement, dated as of
April 2, 1998, by and between Astoria Financial
Corporation and Chase Mellon Shareholder
Services, L.L.C.
99.1 Press Release issued on April 3, 1998.*
99.2 Analyst Presentation.*
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* Previously filed with Astoria Financial Corporation's Current Report on Form
8-K on April 3, 1998.