SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 9, 1998
ASTORIA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-22228 11-3170868
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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 July 9, 1998, Astoria Financial Corporation, a Delaware
corporation ("AFC"), and Long Island Bancorp, Inc., a Delaware corporation
("LIB"), entered into the Second Amendment, dated as of the 9th day of July,
1998 (the "Second 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 Second Amendment, AFC and LIB have 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 Second Amendment, dated as of the 9th day of July,
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.
2
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
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Alan P. Eggleston
Executive Vice President and
General Counsel
Dated: July 9, 1998
3
EXHIBIT INDEX
EXHIBIT DESCRIPTION
2.1 Second Amendment, dated as of the 9th day of July,
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