Exhibit 2.2
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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.
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First Amendment, dated May 20, 1998, to the Agreement and Plan of Merger,
dated April 2, 1998 (the "Merger Agreement") by and between Astoria Financial
Corporation ("AFC") and Long Island Bancorp, Inc. ("LISB").
W I T N E S S E T H:
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WHEREAS, AFC and LISB entered into the Merger Agreement; and
WHEREAS, pursuant to Section 8.03 of the Merger Agreement, the parties
thereto may from time to time amend or modify the Merger Agreement in accordance
with the provisions of Section 8.03; and
WHEREAS, the Board of Directors of AFC and LISB have by resolution approved
and authorized this First Amendment to the Merger Agreement; and
WHEREAS, all actions necessary to make this First Amendment a valid
agreement, enforceable according to its terms have been taken and the execution
and delivery of this First Amendment by AFC and LISB have in all respects been
duly authorized by AFC and LISB, respectively.
NOW THEREFORE, in consideration of the foregoing are the mutual agreements
set forth herein, AFC and LISB agree as follows:
I. Unless otherwise expressly defined in this First Amendment or the
context otherwise requires, capitalized and other terms for which
meanings are provided in the Merger Agreement shall have such meanings
when used in this First Amendment.
II. Effective as of the date first written above, the Merger Agreement
shall be and it hereby is amended as follows:
1. Section 4.13(a) of the Merger Agreement is amended in its entirety to
read as follows:
SECTION 4.13 DIRECTORS AND OFFICERS; ADVISORY BOARD; LITIGATION
COMMITTEE (a) AFC agrees to cause five persons who are mutually acceptable
to AFC and LISB, who are currently members of the LISB board of directors
and who are willing to so serve ("Former LISB Directors"), one of whom
shall be Mr. John J. Conefry, Jr., to be elected or appointed as directors
of AFC at, or as promptly as practicable after, the Effective Time (such
appointment or election of Former LISB Directors to be as evenly
distributed as possible among the classes of AFC directors). The directors
of the Association, following the Bank Merger, shall be the current
directors of the Association, plus the five individuals named above in the
immediately preceding
sentence.
2. Section 6.01(d) of the Merger Agreement is amended by deleting "or" at
the end thereof, Section 6.01(e) of the Merger Agreement is amended by adding
";or" at the end thereof and the first full paragraph of Section 6.01(f) of the
Merger Agreement is amended in its entirety to read as follows:
(f) by LISB, if its board of directors so determines by a majority
vote of members of its entire board, at any time during the five-day period
commencing on the Valuation Date (the "Effective Termination Date"), that
both of the following conditions are satisfied:
(i) The AFC Market Value on the Valuation Date shall be less
than an amount equal to $49.76, adjusted as indicated in the last
sentence of this Section 6.01(f); and
(ii) (a) the number (the "AFC Ratio") obtained by dividing the
AFC Market Value on the Valuation Date by $60.31 (the "Initial AFC
Market Value") shall be less than (b) the number obtained by dividing
the Final Index Price by the Initial Index Price and subtracting .175
from the quotient in this clause (ii)(b) (the "Index Ratio");
SUBJECT, HOWEVER, to the following three sentences. If LISB elects to exercise
its termination right pursuant to this Section 6.01(f), it shall give prompt
written notice thereof to AFC; provided, that such notice of election to
terminate may be withdrawn at any time prior to the Effective Termination Date.
During the five-day period commencing with its receipt of such notice, AFC shall
have the option to increase the consideration to be received by the holders of
AFC Common Stock hereunder, by adjusting the Exchange Ratio to equal the lesser
of (x) a number equal to a fraction, the numerator of which is 1.15 multiplied
by the Initial AFC Market Value and the denominator of which is the AFC Market
Value, and (y) a number equal to a fraction, the numerator of which is the Index
Ratio multiplied by 1.15 and the denominator of which is the AFC Ratio. If AFC
so elects it shall give, within such five day period, written notice to LISB of
such election and the revised Exchange Ratio, whereupon no termination shall be
deemed to have occurred pursuant to this Section 6.01(f) and this Agreement
shall remain in full force and effect in accordance with its terms (except as
the Exchange Ratio shall have been so modified).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Merger Agreement to be executed by their duly authorized officers as of the day
and year first above written.
ASTORIA FINANCIAL CORPORATION
By: /s/ George L. Engelke, Jr.
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George L. Engelke, Jr.
Chairman, President and Chief Executive Officer
LONG ISLAND BANCORP, INC.
By: /s/ John J. Conefry, Jr.
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John J. Conefry, Jr.
Chairman and Chief Executive Officer