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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEM
FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
OR 15d-17 THEREUNDER
Astoria Financial Corporation
(Exact name of issuer as specified in charter)
One Astoria Federal Plaza
Lake Success, New York 11042
(Address of principal executive offices)
Issuer's telephone number, including area code: (516) 327-3000
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I. CHANGE IN NUMBER OF SHARES OUTSTANDING:
Indicate any change (increase or decrease) of 5% or more in the number
of shares outstanding:
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1. Title of security: Astoria Financial Corporation,
common stock, par value $0.01
per share
2. Number of shares outstanding before the change: 11,300,934
3. Number of shares outstanding after the change: 21,509,444
4. Effective date of change: This change involved a series of transactions, the final
trade date of which was June 3, 1996 with a final settlement date of June 6, 1996.
5. Method of change:
Specify method (such as merger, acquisition, exchange,
distribution, stock split, reverse split, acquisition of stock
for treasury, etc.):
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The method of change involved three different methods. The
first involved an aggregate of 19,036 shares issued as a result of stock option
exercises. The second method involved a decrease of 565,248 shares outstanding
due to the acquisition of stock for treasury. The final method involved the
distribution of a 100% stock dividend.
Give brief description of transaction:
On September 1, 1995, 2,036 shares of common stock were issued
from treasury shares pursuant to the exercise of an option granted on November
18, 1993 pursuant to the Astoria Financial Corporation 1993 Incentive Stock
Option Plan.
On October 10, 1995, 2,000 shares of common stock were issued
from treasury shares pursuant to the exercise of an option granted as of January
31, 1995 pursuant to the terms of the Amended and Restated Agreement and Plan of
Merger dated as of July 12, 1994 by and between Astoria Financial Corporation,
Astoria Federal Savings and Loan Association and Fidelity New York F.S.B.
On February 7, 1996, 10,000 shares of common stock were issued
from treasury shares pursuant to the exercise of an option granted as of January
31, 1995 pursuant to the terms of the Amended and Restated Agreement and Plan of
Merger dated as of July 12, 1994 by and between Astoria Financial Corporation,
Astoria Federal Savings and Loan Association and Fidelity New York F.S.B.
On February 7, 1996, 5,000 additional shares of common stock
were issued from
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treasury shares pursuant to the exercise of an option granted as of January 31,
1995 pursuant to the terms of the Amended and Restated Agreement and Plan of
Merger dated as of July 12, 1994 by and between Astoria Financial Corporation,
Astoria Federal Savings and Loan Association and Fidelity New York F.S.B.
Pursuant to a Stock Repurchase Program previously announced by
Press Releases dated December 22, 1995 and January 25, 1996, Astoria Financial
Corporation completed, on June 3, 1996, subject to settlement, the acquisition
in open market transactions of 565,248 shares (prior to adjustment for the 100%
stock dividend referenced below) of its common stock at an aggregate purchase
price of $29,055,673.50. Such shares are being held as treasury shares.
Total outstanding shares were increased to an aggregate
outstanding of 21,509,444 on June 3, 1996 (after giving effect to the settlement
of the remaining shares acquired pursuant to the Stock Repurchase Program
referenced above) as result of the distribution on such date of shares of common
stock pursuant to a 100% common stock dividend declared by the Board of
Directors of Astoria Financial Corporation on April 17, 1996, payable to
shareholders of record as of May 15, 1996.
II. CHANGE IN NAME OF ISSUER:
1. Name prior to change: Not applicable
2. Name after change: Not applicable
3. Effective date of charter amendment changing name: Not applicable
4. Date of shareholder approval of change, if required: Not applicable
Date: June 12, 1996 /s/ Monte N. Redman
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Monte N. Redman
Senior Vice President, Treasurer and Chief
Financial Officer
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