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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
AMENDMENT NO. 1
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Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 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) (Zip Code)
Registrant's telephone number, including area code: (516) 327-3000
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Not Applicable
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(Former name or former address, if changed since last report)
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The Registrant hereby amends the items, financial statements, exhibits
or other portions of its Current Report on Form 8-K dated September 30, 1998
and filed on October 5, 1998 as set forth herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a)(1) The following documents have been filed on December 29, 1997 with the
Securities and Exchange Commission (the "Commission") by Long Island Bancorp,
Inc. as part of Long Island Bancorp, Inc.'s Annual Report on Form 10-K for the
year ended September 30, 1997 pursuant to the Securities Exchange Act of 1934,
as amended, and are incorporated by reference in this Form 8-K/A:
a) Consolidated Statements of Financial Condition as of September
30, 1997 and 1996;
b) Consolidated Statements of Income for the Years Ended
September 30, 1997, 1996 and 1995;
c) Consolidated Statements of Changes in Stockholders' Equity for
the Years Ended September 30, 1997, 1996 and 1995;
d) Consolidated Statements of Cash Flows for the Years Ended
September 30, 1997, 1996 and 1995;
e) Notes to Consolidated Financial Statements;
f) Independent Auditors' Report dated as of October 21, 1997.
(a)(2) The following unaudited consolidated financial statements as of and for
the nine months ended September 30, 1998 of Long Island Bancorp, Inc. and
Subsidiary are attached hereto as Exhibit No. 99.2 and are incorporated herein
by reference:
a) Consolidated Statement of Financial Condition as of September
30, 1998.
b) Consolidated Statements of Operations for the nine months
ended September 30, 1998 and 1997.
c) Consolidated Statements of Cash Flows for the nine months
ended September 30, 1998 and 1997.
d) Notes to Consolidated Financial Statements.
(b) The pro forma financial information that is required pursuant to Article 11
of Regulation S-X is attached hereto as Exhibit No. 99.3 and is incorporated
herein by reference.
(c) Exhibits:
Exhibit No. Description
2.1 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., as amended. *
23.1 Consent of Independent Certified Public Accountants dated as
of December 10, 1998.
99.1 Press Release issued on October 1, 1998. **
99.2 Long Island Bancorp, Inc. and Subsidiary Unaudited
Consolidated Financial Statements as of September 30, 1998 and
for the nine months ended September 30, 1998 and 1997.
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99.3 Astoria Financial Corporation and Subsidiary and Long Island
Bancorp, Inc. and Subsidiary, Unaudited Pro Forma Combined
Condensed Consolidated Statement of Financial Condition as of
September 30, 1998 and Statements of Operations for the Nine
Months Ended September 30, 1998 and for the Year Ended
December 31, 1997 and related notes.
* This exhibit has been previously filed by the Registrant with the Form
S-4 (Registration No. 333-58897) filed by Astoria Financial Corporation
on July 14, 1998, and is incorporated herein by reference.
** This exhibit has been previously filed by the Registrant with the Form
8-K filed by Astoria Financial Corporation on October 5, 1998, and is
incorporated herein by reference.
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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
/s/ Monte N. Redman
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Monte N. Redman
Executive Vice President
and Chief Financial Officer
(Principal Accounting Officer)
Dated: December 11, 1998
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Exhibit Index
Exhibit No. Description
2.1 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., as amended.*
23.1 Consent of Independent Certified Public Accountants dated as
of December 10, 1998.
99.1 Press Release issued on October 1, 1998.**
99.2 Long Island Bancorp, Inc. and Subsidiary Unaudited
Consolidated Financial Statements as of September 30, 1998 and
for the nine months ended September 30, 1998 and 1997.
99.3 Astoria Financial Corporation and Subsidiary and Long Island
Bancorp, Inc. and Subsidiary, Unaudited Pro Forma Combined
Condensed Consolidated Statement of Financial Condition as of
September 30, 1998 and Statements of Operations for the Nine
Months Ended September 30, 1998 and for the Year Ended
December 31, 1997 and related notes.
* This exhibit has been previously filed by the Registrant with the
Form S-4 Amendment No. 1 (Registration No. 333-58897) filed by
Astoria Financial Corporation on July 14, 1998, and is incorporated
herein reference.
** This exhibit has been previously filed by the Registrant with the
Form 8-K filed by Astoria Financial Corporation on October 5, 1998,
and is incorporated herein by reference.
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