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
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Date of report (Date of earliest event reported): May 20, 1998
ASTORIA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-22228 11-3170868
(State or other
jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
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 May 20, 1998, Astoria Financial Corporation, a Delaware corporation
("AFC"), and Long Island Bancorp, Inc., a Delaware corporation ("LIB"), entered
into the First Amendment, dated as of the 20th day of May, 1998 (the "First
Amendment"), to the Agreement and Plan of Merger, dated as of the 2nd day of
April, 1998, by and between AFC and LIB (the "Merger Agreement").
Pursuant to the First Amendment, AFC and LIB have (i) revised the
number of current members of the LIB board of directors who will become
directors of AFC and Astoria Federal Savings and Loan Association, a
federally-chartered savings and loan association and the wholly-owned subsidiary
of AFC, pursuant to the Merger Agreement, and (ii) made a technical correction
to the formula to be used to determine whether LIB will have a right to
terminate the Merger Agreement as a result of a decline in the market price of
AFC's common stock to accurately reflect the parties' intentions at the time the
Merger Agreement was entered into.
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
----------- -----------
2.1 Agreement and Plan of Merger, dated as of
April 2, 1998, by and between Astoria
Financial Corporation and Long Island
Bancorp, Inc.*
2.2 First Amendment, dated as of the 20th day
of May, 1998, to the Agreement and Plan of
Merger, dated as of the 2nd day of April,
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 ChaseMellon 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/A on April 10, 1998.
** Previously filed with Astoria Financial Corporation's Current Report on Form
8-K on April 3, 1998.
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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/ Alan P. Eggleston
------------------------------------
Alan P. Eggleston
Executive Vice President and
General Counsel
Dated: May 29, 1998
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Agreement and Plan of Merger, dated as of
April 2, 1998, by and between Astoria
Financial Corporation and Long Island
Bancorp, Inc.*
2.2 First Amendment, dated as of the 20th day
of May, 1998, to the Agreement and Plan
of Merger, dated as of the 2nd day of
April, 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
ChaseMellon Shareholder Services, L.L.C.*
99.1 Press Release issued on April 3, 1998.**
99.2 Analyst Presentation.**
* Previously filed with Astoria Financial Corporation's Current Report on Form
8-K/A on April 10, 1998.
** Previously filed with Astoria Financial Corporation's Current Report on Form
8-K on April 3, 1998.
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