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): April 2, 1998
LONG ISLAND BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-23526 11-3198508
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(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
201 OLD COUNTRY ROAD, MELVILLE, NEW YORK 11747-2724
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 547-2000
NONE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEMS 1 THROUGH 4, 6, 8&9. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On April 2, 1998, Long Island Bancorp., Inc., a Delaware corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), by and between Astoria Financial Corporation ("Astoria Financial")
and the Company. The Merger Agreement provides, among other things, that the
Company will be merged with and into Astoria Financial, with Astoria Financial
being the surviving corporation (the "Merger").
Pursuant to the Merger Agreement, each share of common stock of the Company
issued and outstanding at the Effective Time (as defined in the Merger
Agreement) will be converted into the right to receive 1.15 shares of Astoria
Financial common stock; provided, however, that no fraction of a share of
Astoria Financial common stock will be issued in the Merger.
Consummation of the Merger is subject to the satisfaction of certain
conditions, including approval of the stockholders of both Astoria Financial
and the Company and approval of the appropriate regulatory agencies.
The Company has the right to terminate the Merger Agreement if the market
value of Astoria Financial common stock (as defined in the Merger Agreement)
falls below $49.76 per share and such decline in value is 17.5% greater than the
percentage decline of a group of similar financial institutions, unless Astoria
Financial delivers to the Company's stockholders shares of Astoria Financial
common stock having a minimum value established pursuant to a formula set forth
in the Merger Agreement.
In connection with the Merger Agreement, Astoria Financial and the Company
each granted to the other a stock option pursuant to Stock Option Agreements,
dated as of April 2, 1998, pursuant to which each of Astoria Financial and the
Company may purchase up to 19.9% of the other's issued and outstanding shares of
common stock, upon the terms and conditions stated therein. The Merger
Agreement also includes a provision for a $60 million termination fee that is
payable to Astoria Financial if the transaction is not completed under certain
circumstances. Both the Merger Agreement and the Stock Option Agreement granted
to Astoria Financial provide that the total profit to Astoria Financial from the
value of the stock options and termination fee may not exceed $60 million plus
reasonable out-of-pocket expenses.
On April 2, 1998, the Company amended its Rights Agreement, dated as of
April 22, 1997, by and between the Company and Chase Mellon Shareholder
Services, L.L.C., as Rights Agent (the "Rights Agreement"), with the effect
of exempting the events and transactions contemplated by the Merger Agreement
from the Rights Agreement.
This Current Report on Form 8-K may contain certain forward-looking
statements regarding Astoria Financial's acquisition of the Company, including
cost savings to be realized,
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earnings accretion, transaction charges and other opportunities following the
acquisition which are based on management's current expectations regarding
economic, legislative and regulatory issues. The factors which may cause future
results to vary materially include, but are not limited to, general economic
conditions, changes in interest rates, deposit flows, loan demand, real estate
values, and competition; changes in accounting principles, policies, or
guidelines; changes in legislation or regulations; and other economic,
competitive, governmental, regulatory and technological factors affecting each
company's operations, pricing, products and services.
Additional information with respect to the transaction is included in the
press release issued April 2, 1998 attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of business 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
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2.1 Agreement and Plan of Merger, dated as of April 2,
1998, by and between Astoria Financial Corporation and
Long Island Bancorp., Inc.
4.1 Stock Option Agreement, dated as of April 2, 1998, by
and between Astoria Financial Corporation and Long
Island Bancorp, Inc.
4.2 Stock Option Agreement, dated as of April 2, 1998, by
and between Long Island Bancorp, Inc. and Astoria
Financial Corporation.
4.3 Amendment No. 1, dated April 2, 1998, to the Rights
Agreement, dated as of April 22, 1997, by and
between the Company and Chase Mellon Shareholder
Services, L.L.C.
99.1 Press Release issued on April 3, 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 hereunto duly authorized.
LONG ISLAND BANCORP, INC.
Date: April 8, 1998 By: /s/ Mark Fuster
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Name: Mark Fuster
Title: Chief Financial Officer
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EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of April 2,
1998, by and between Astoria Financial Corporation and
Long Island Bancorp., Inc.
4.1 Stock Option Agreement, dated as of April 2, 1998, by
and between Astoria Financial Corporation and Long
Island Bancorp, Inc.
4.2 Stock Option Agreement, dated as of April 2, 1998, by
and between Long Island Bancorp, Inc. and Astoria
Financial Corporation.
4.3 Amendment No. 1, dated April 2, 1998, to the Rights
Agreement, dated as of April 22, 1997, by and
between the Company and Chase Mellon Shareholder
Services, L.L.C.
99.1 Press Release issued on April 3, 1998.