EXHIBIT 99.5
ASTORIA CAPITAL TRUST I
Offer for all Outstanding
9.75% Capital Securities, Series A
in Exchange for
9.75% Capital Securities, Series B
To Our Clients:
Enclosed for you consideration is a prospectus dated ____________,
2000 (as the same maybe amended and supplemented from time to time, the
"Prospectus"), and the related letter of transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of Astoria Capital
Trust I (the "Trust") and Astoria Financial Corporation (the "Corporation") to
exchange the Trust's 9.75% Capital Securities, Series B (the "Exchange Capital
Securities") for any and all of the Trust's outstanding 9.75% Capital
Securities, Series A (the "Original Capital Securities"), upon the terms and
subject to the conditions described in the Prospectus. The Exchange Offer is
being made in order to satisfy certain obligations of the Trust and the
Corporation contained in the Registration Rights Agreement dated October 25,
1999, among the Trust, the Corporation and Sandler O'Neill & Partners, L.P.
This material is being forwarded to you as the beneficial owner of
the Original Capital Securities carried by us in your account but not registered
in your name. A tender of such Original Capital Securities may only be made by
us as the holder of record and pursuant to your instructions.
Accordingly, we request instructions as to whether you wish us to
tender on your behalf the Original Capital Securities held by us for your
account, pursuant to the terms and conditions set forth in the enclosed
Prospectus and Letter of Transmittal.
Your instructions should be forwarded to us as promptly as possible
in order to permit us to tender the Original Capital Securities on your behalf
in accordance with the provisions of the Exchange Offer. The Exchange Offer
shall expire at 5:00 p.m., New York City time, on ____________, 2000, or on such
later date or time to which the Corporation or the Trust may extend the Exchange
Offer. Any Original Capital Securities tendered pursuant to the Exchange Offer
may be withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Original Capital
Securities.
2. The Exchange Offer is subject to certain conditions set
forth in the Prospectus in the section captioned "The
Exchange Offer--Conditions to the Exchange Offer."
3. Any transfer taxes incident to the transfer of Original
Capital Securities from the holder to the Corporation
will be paid by the Corporation, except as otherwise
provided in the Instructions in the Letter of
Transmittal.
4. The Exchange Offer expires at 5:00 p.m., New York City
time, on ____________, 2000, or on such later date or
time to which the Corporation or the Trust may extend the
Exchange Offer.
If you wish to have us tender your Original Capital Securities,
please so instruct us by completing, executing and returning to us the
instruction form attached to this letter. The Letter of Transmittal is furnished
to you for information only and may not be used directly by you to tender
Original Capital Securities.
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INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the
enclosed material referred to therein relating to the Exchange Offer made by
Astoria Capital Trust I with respect to its Original Capital Securities.
This will instruct you to tender the Original Capital Securities held
by you for the account of the undersigned, upon and subject to the terms and
conditions set forth in the Prospectus and the related Letter of Transmittal.
Please tender the Original Capital Securities held by you for my
account as indicated below:
Aggregate Liquidation Amount of
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Original Capital Securities Tendered*
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9.75% Original Capital Securities ------------------------------------
|_| Please do not tender any Original
Capital Securities held by you for
my account.
Dated: , 2000
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Signature(s)
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Please print name(s) here
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Addresses
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Area Code and Telephone Number
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Tax Identification or Social
Security No(s).
None of the Original Capital Securities held by us for your account
will be tendered unless we receive written instructions from you to do so.
Unless a specific contrary instruction is given in the space provided, your
signature (s) hereon shall constitute an instruction to us to tender all the
Original Capital Securities held by us for your account.
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* Must be in denominations of a Liquidation Amount of $1,000 and in any integral
multiple thereof, and not less than $100,000 aggregate Liquidation Amount.
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