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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 21, 2005
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ASTORIA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 0-22228 11-3170868
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
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
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEMS 2 THROUGH 9 NOT APPLICABLE.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
This report is filed to amend a report previously filed on January 21, 2005
and includes the participants in the Plan and the corrected position held with
the company.
The Board of Directors of Astoria Financial Corporation, referred to as the
Company, previously adopted, and the shareholders of the Company on May 19, 2004
approved, the Astoria Financial Corporation Executive Officer Annual Incentive
Plan, as amended, referred to as the Plan. A copy of the Plan has been filed
with the Securities and Exchange Commission as an exhibit to the Company's
Definitive Proxy Statement dated and filed on April 16, 2004.
At a meeting held on January 19, 2005, the Compensation Committee of the
Company authorized and approved the payment of cash bonuses for fiscal year 2004
pursuant to the terms of the Plan and certified the Company's performance
relative to the Corporate Performance Objectives established by the Committee in
January 2004. The Corporate Performance Objective utilized for 2004 was
performance relative to diluted earnings per common share. The participants in
the Plan, their positions with the Company and the amount of the bonuses paid
for 2004 are as follows:
a) George L. Engelke, Jr., Chairman, President and Chief Executive
Officer - $1,050,000,
b) Gerard C. Keegan, director, Vice Chairman and Chief Administrative
Officer - $324,000,
c) Alan P. Eggleston, Executive Vice President, Secretary and General
Counsel - $266,625,
d) Arnold K. Greenberg, Executive Vice President - $299,025,
e) Gary T. McCann, Executive Vice President - $236,250 and
f) Monte N. Redman, Executive Vice President and Chief Financial Officer
- $364,500.
At its meeting on January 19, 2005, the Compensation Committee of the
Company also established the Corporate Performance Objectives to be utilized
with respect to the participants noted above for fiscal year 2005. Pursuant to
the terms of the Plan and as defined by the Committee, 2005 bonuses, if any,
will be based 75% on the Company's diluted earnings per common share performance
and 25% on the Company's return on shareholders equity. Payment of bonuses for
2004 and 2005 were or are expected to be made, respectively, in accordance with
the terms and conditions of the Plan.
The Board of Directors of the Company, at its meeting held on January 19,
2005, confirmed and ratified both the payment of the above referenced bonuses
for 2004 and the establishment of the Corporate Performance Objectives for 2005.
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SIGNATURE
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, Secretary
and General Counsel
Dated: January 21, 2005
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