EXHIBIT 2.2
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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.
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First Amendment, dated May 20, 1998, to the Agreement and Plan of
Merger, dated April 2, 1998 (the "Merger Agreement") by and between Astoria
Financial Corporation ("AFC") and Long Island Bancorp, Inc. ("LIB").
W I T N E S S E T H:
WHEREAS, AFC and LIB entered into the Merger Agreement; and
WHEREAS, pursuant to Section 8.03 of the Merger Agreement, the parties
thereto may from time to time amend or modify the Merger Agreement in accordance
with the provisions of Section 8.03; and
WHEREAS, the Board of Directors of AFC and LIB have by resolution
approved and authorized this First Amendment to the Merger Agreement; and
WHEREAS, all actions necessary to make this First Amendment a valid
agreement, enforceable according to its terms have been taken and the execution
and delivery of this First Amendment by AFC and LIB have in all respects been
duly authorized by AFC and LIB, respectively.
NOW THEREFORE, in consideration of the foregoing are the mutual
agreements set forth herein, AFC and LIB agree as follows:
I. Unless otherwise expressly defined in this First Amendment or
the context otherwise requires, capitalized and other terms
for which meanings are provided in the Merger Agreement shall
have such meanings when used in this First Amendment.
II. Effective as of the date first written above, the Merger
Agreement shall be and it hereby is amended as follows:
1. Section 4.13(a) of the Merger Agreement is amended in its entirety
to read as follows:
SECTION 4.13 DIRECTORS AND OFFICERS; ADVISORY BOARD;
LITIGATION COMMITTEE. (a) AFC agrees to cause five persons who are
mutually acceptable to AFC and LISB, who are currently members of the
LISB board of directors and who are willing to so serve ("Former LISB
Directors"), one of whom shall be Mr. John J. Conefry, Jr., to be
elected or appointed as directors of AFC at, or as promptly as
practicable after, the Effective Time (such appointment or election of
Former LISB Directors to be as evenly distributed as possible among the
classes of AFC directors). The directors of the Association, following
the Bank Merger, shall be the current directors of the Association,
plus the five individuals named above in the immediately preceding
sentence.
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2. Section 6.01(d) of the Merger Agreement is amended by deleting "or"
at the end thereof, Section 6.01(e) of the Merger Agreement is amended by adding
";or" at the end thereof and the first full paragraph of Section 6.01(f) of the
Merger Agreement is amended in its entirety to read as follows:
(f) by LISB, if its board of directors so determines by a
majority vote of members of its entire board, at any time during the
five-day period commencing on the Valuation Date (the "Effective
Termination Date"), that both of the following conditions are
satisfied:
(i) The AFC Market Value on the Valuation Date shall
be less than an amount equal to $49.76, adjusted as indicated
in the last sentence of this Section 6.01(f); and
(ii) (A) the number (the "AFC Ratio") obtained by
dividing the AFC Market Value on the Valuation Date by $60.31
(the "Initial AFC Market Value") shall be less than (B) the
number obtained by dividing the Final Index Price by the
Initial Index Price and subtracting .175 from the quotient in
this clause (ii)(B) (the "Index Ratio");
SUBJECT, HOWEVER, to the following three sentences. If LISB elects to exercise
its termination right pursuant to this Section 6.01(f), it shall give prompt
written notice thereof to AFC; PROVIDED, that such notice of election to
terminate may be withdrawn at any time prior to the Effective Termination Date.
During the FIVE-DAY PERIOD commencing with its receipt of such notice, AFC shall
have the option to increase the consideration to be received by the holders of
AFC Common Stock hereunder, by adjusting the Exchange Ratio to equal the lesser
of (x) a number equal to a fraction, the numerator of which is 1.15 multiplied
by the Initial AFC Market Value and the denominator of which is the AFC Market
Value, and (y) a number equal to a fraction, the numerator of which is the Index
Ratio multiplied by 1.15 and the denominator of which is the AFC Ratio. If AFC
so elects it shall give, within such five day period, written notice to LISB of
such election and the revised Exchange Ratio, whereupon no termination shall be
deemed to have occurred pursuant to this Section 6.01(f) and this Agreement
shall remain in full force and effect in accordance with its terms (except as
the Exchange Ratio shall have been so modified).
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Merger Agreement to be executed by their duly authorized officers as of the
day and year first above written.
ASTORIA FINANCIAL CORPORATION
By:/s/ George L. Engelke, Jr.
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George L. Engelke, Jr.
Chairman, President and Chief Executive Officer
LONG ISLAND BANCORP, INC.
By:/s/ John J. Conefry, Jr.
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John J. Conefry, Jr.
Chairman and Chief Executive Officer