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): July 9, 1998
LONG ISLAND BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-23526 11-3198508
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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201 OLD COUNTRY ROAD, MELVILLE, NEW YORK 11747
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (516) 547-2000
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, Long Island Bancorp, Inc., a Delaware corporation ("LIB"),
and Astoria Financial Corporation, Inc., a Delaware corporation ("AFC"), 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 LIB and AFC (the "Merger Agreement").
Pursuant to the Second Amendment, LIB and AFC 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.
LONG ISLAND BANCORP, INC.
By: /s/ Mark Fuster
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Name: Mark Fuster
Title: Chief Financial Officer
Dated: July 22, 1998
3
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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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