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): May 20, 1998
LONG ISLAND BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-23526 11-3198508
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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 May 20, 1998, Long Island Bancorp, Inc., a Delaware corporation ("LIB"),
and Astoria Financial Corporation, Inc., a Delaware corporation ("AFC"), entered
into the First Amendment, dated as of the 20th day of May, 1998 (the "First
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 First Amendment, LIB and AFC have (i) revised the number of
current members of the LIB board of directors who will become directors of AFC
and Astoria Federal Savings and Loan Association, a federally-chartered savings
and loan association and the wholly-owned subsidiary of AFC, pursuant to the
Merger Agreement, and (ii) 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 Agreement and Plan of Merger, dated as of April 2, 1998, by
and between Astoria Financial Corporation and Long Island
Bancorp, Inc.*
2.2 First Amendment, dated as of the 20th day of May, 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.
4.1 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 Astoria Financial Corporation and Long Island
Bancorp, Inc.*
4.3 Amendment No. 1 to Rights Agreement, dated as of April 2,
1998, by and between Astoria Financial Corporation and
ChaseMellon Shareholder Services, L.L.C.*
99.1 Press Release issued on April 3, 1998.*
* Previously filed with Long Island Bancorp, Inc.'s Current Report on
Form 8-K on April 8, 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.
By: /s/ Mark Fuster
--------------------------------
Name: Mark Fuster
Title: Chief Financial Officer
Dated: June 5, 1998
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.1 Agreement and Plan of Merger, dated as of April 2, 1998, by
and between Astoria Financial Corporation and Long Island
Bancorp, Inc.*
2.2 First Amendment, dated as of the 20th day of May, 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.
4.1 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 Astoria Financial Corporation and Long Island
Bancorp, Inc.*
4.3 Amendment No. 1 to Rights Agreement, dated as of April 2,
1998, by and between Astoria Financial Corporation and
ChaseMellon Shareholder Services, L.L.C.*
99.1 Press Release issued on April 3, 1998.*
* Previously filed with Long Island Bancorp, Inc.'s Current Report on
Form 8-K on April 8, 1998.
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