UNITED STATES
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
Date of Report (Date of earliest event reported): October 31, 1998
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ASTORIA FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-22228 11-3170868
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
One Astoria Federal Plaza, Lake Success, New York 11042-1085
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (516) 327-3000
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None
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(Former name or former address, if changed since last report)
ASTORIA FINANCIAL CORPORATION
Form 8-K
Current Report
Item 5. Other Events.
The acquisition of Long Island Bancorp, Inc. ("LIB") by Astoria Financial
Corporation (the "Company") was consummated after the close of business on
September 30, 1998 in a transaction accounted for as a pooling-of-interests. The
publication of these unaudited financial results is in accordance with a
provision of the Agreement and Plan of Merger dated as of the 2nd day of April,
1998, as amended by and between the Company and LIB, that provides for the
publication by the Company of unaudited financial results, including at least 30
days of post-merger combined results of operations pursuant to Securities and
Exchange Commission Accounting Series Release No. 135. The following represents
an Unaudited Condensed Consolidated Statement of Financial Condition, a Summary
of Operations and other Selected Financial Information as of and for the month
ended October 31, 1998:
Unaudited Condensed Consolidated Statement of Financial Condition
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As of October 31, 1998
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Assets (In Thousands)
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Cash and due from banks and federal
funds sold $ 228,832
Securities available-for-sale 7,448,066
Securities held-to-maturity 2,405,417
Loans held-for-sale 208,481
Loans receivable held for investment 8,574,200
Less allowance for loan losses (73,193)
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Loans receivable held for investment, net 8,501,007
Premises and equipment 143,358
Premises and equipment held-for-sale 15,969
Mortgage servicing rights, net 44,561
Goodwill 250,319
Other assets 279,438
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Total Assets $19,525,448
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Liabilities and Stockholders' Equity
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Liabilities:
Deposits $ 9,668,557
Borrowed funds 8,041,228
Accrued expenses and other liabilities 377,427
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Total Liabilities 18,087,212
Stockholders' equity 1,438,236
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Total Liabilities and Stockholders' Equity $19,525,448
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Summary of Operations for the Month Ended October 31, 1998
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(Dollars in Thousands, Except Share Data)
Total interest income $106,551
Total interest expense 69,205
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Net interest income 37,346
Provision for loan losses (1) 5,632
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Net interest income after provision
for loan losses 31,714
Non-interest income 4,946
Non-interest expense (2) 142,184
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Loss before income tax benefit (105,524)
Income tax benefit 23,168
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Net loss (82,356)
Preferred dividend declared (500)
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Net loss to common shareholders $ (82,856)
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ASTORIA FINANCIAL CORPORATION
Selected Financial Information
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As of October 31, 1998
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(Dollars In Thousands, Except Share Data)
Total common shares outstanding 54,670,807
Non-performing assets $91,772
Non-performing loans $75,694
Non-performing assets/total assets 0.47%
Allowance for loan losses to non-performing assets 79.76%
Allowance for loan losses to non-performing loans 96.70%
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Footnotes to Unaudited Condensed Consolidated Statement of Financial Condition
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and Summary of Operations as of and for the month ended October 31, 1998
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(1) For the month ended October 31, 1998, the Company recorded an additional
provision for loan losses of $5.6 million, which represents additional
reserves required to conform Long Island Bancorp, Inc.("LIB") previous
accounting practices to the policies of the Company.
(2) Included in total non-interest expense for the month ended October 31, 1998
is approximately $125 million of merger costs and restructuring charges as
a result of the acquisition of LIB following the close of business on
September 30, 1998. Such charges included severance and other employee
related costs, facility and system costs associated with the elimination of
duplicate facilities, the write-off of certain property and equipment,
cancellation of certain contractual obligations and other direct expenses
associated with the acquisition. In addition, the estimated cost saves
anticipated to be recognized by December 31, 1998 have not been fully
implemented and, therefore, not realized by the Company during the month
ended October 31, 1998.
(3) As part of its asset/liability management process, the Company continually
analyzes its cost of funds and its liability structure. As a result of such
analysis following the acquisition of LIB, the Company decided to
restructure approximately $1.5 billion of its borrowings during the fourth
quarter by replacing certain short term borrowings with longer term
borrowings. To date the Company has restructured approximately $950 million
of such borrowings. The weighted average maturity of such borrowings has
been extended by approximately 3.2 years and the weighted average call or
maturity date by approximately 2.0 years. The weighted average cost of such
borrowings has been reduced by approximately 95 basis points. The Company
will incur an after tax extraordinary charge of approximately $7.0 million
related to the restructuring completed to date in the month ended November
30, 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 thereunto duly authorized.
ASTORIA FINANCIAL CORPORATION
Date: November 30, 1998 By: /s/ Monte N. Redman
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Monte N. Redman
Executive Vice President and Chief
Financial Officer
(Principal Accounting Officer)
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