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): March 29, 1997
ASTORIA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-22228 11-3170868
(State or other Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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
NONE
(Former name or former address, if changed since last report)
<PAGE>
ITEMS 1 THROUGH 4, 6, 8 & 9. NOT APPLICABLE
ITEM 5. OTHER EVENTS.
On March 29, 1997, Astoria Financial Corporation, a Delaware
corporation ("Astoria Financial"), entered into an Agreement and Plan of Merger
(the "Merger Agreement") by and among Astoria Financial, Astoria Federal Savings
and Loan Association, a federally chartered savings and loan association and a
wholly-owned subsidiary of Astoria Financial (the "Association"), and The
Greater New York Savings Bank, a New York chartered stock savings bank ("The
Greater"). The Merger Agreement provides, among other things, that The Greater
will be merged with and into the Association, with the Association being the
surviving corporation (the "Merger").
Pursuant to the Merger Agreement, each share of common stock of The
Greater issued and outstanding at the Effective Time (as defined in the Merger
Agreement) will be converted into the right to receive either 0.50 shares of
Astoria Financial common stock or $19.00 in cash, pursuant to an election
procedure as described in the Merger Agreement, subject to 75% of The Greater
shares receiving Astoria Financial common stock and 25% receiving cash. In
addition, the outstanding shares of the 12% Noncumulative Preferred Stock,
Series B, of The Greater will be converted into a newly-created series of
preferred stock of Astoria Financial with substantially identical, and no less
favorable, terms.
Consummation of the merger is subject to the satisfaction of certain
conditions, including approval and adoption of the Merger Agreement by the
shareholders of both Astoria Financial and The Greater and the approval of the
appropriate regulatory agencies.
The Greater has the right to terminate the Merger Agreement if the
market value of Astoria Financial (as defined in the Merger Agreement) falls
below $30.30 per share and such decline in value is 15% greater than the
percentage decline of a group of similar financial institutions, unless Astoria
Financial delivers to The Greater's shareholders Astoria Financial shares 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
Greater also entered into a Stock Option Agreement, dated as of March 29, 1997,
pursuant to which The Greater granted Astoria Financial an option to purchase up
to 2,721,536, or 19.9%, of The Greater's issued and outstanding shares of common
stock, upon the terms and conditions stated therein. The Merger Agreement also
includes a provision for a $5 million termination fee that is payable to Astoria
Financial if the transaction is not completed under certain circumstances.
This Current Report on Form 8-K may contain certain forward-looking
statements regarding Astoria Financial's acquisition of The Greater, including
cost savings to be realized, 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;
<PAGE>
changes in legislation or regulation; and other economic, competitive,
governmental, regulatory, and technological factors affecting each company's
operations, pricing, products and services.
Astoria Financial and The Greater publicly announced the Merger in a
press release dated March 31, 1997, a copy of which is attached hereto as
Exhibit 99.1.
2
<PAGE>
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 March 29, 1997, by and among Astoria
Financial Corporation, Astoria Federal
Savings and Loan Association and The
Greater New York Savings Bank.*
4.1 Stock Option Agreement, dated as of
March 29, 1997, by and between The
Greater New York Savings Bank and
Astoria Financial Corporation.*
99.1 Press Release issued on March 31, 1997.
99.2 Analyst Presentation.
- --------------------------------------
* To be filed by amendment.
3
<PAGE>
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.
ASTORIA FINANCIAL CORPORATION
By: /s/ George L. Engelke, Jr.
-------------------------------
George L. Engelke, Jr.
President and Chief
Executive Officer
Dated: March 31, 1997
4
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger, dated as
of March 29, 1997, by and among
Astoria Financial Corporation, Astoria
Federal Savings and Loan Association
and The Greater New York Savings
Bank.*
4.1 Stock Option Agreement, dated as of
March 29, 1997, by and between The
Greater New York Savings Bank and
Astoria Financial Corporation.*
99.1 Press Release issued on March 31, 1997
99.2 Analyst Presentation.
- --------------------------------------
* To be filed by amendment.
5
Contacts: Peter J. Cunningham
Vice President, Investor Relations
Astoria Financial Corporation
(516) 327-7877
Fraser P. Seitel
Investor Relations
The Greater New York Savings Bank
(212) 613-4073
ASTORIA FINANCIAL CORPORATION TO ACQUIRE
THE GREATER NEW YORK SAVINGS BANK
ENTERS BROOKLYN WITH 5.4% MARKET SHARE; INCREASES MARKET SHARE ON LONG ISLAND
Lake Success, New York, March 31, 1997 -- Astoria Financial Corporation (Nasdaq:
ASFC) ("Astoria"), and The Greater New York Savings Bank (Nasdaq: GRTR) jointly
announced today that they have entered into a definitive agreement pursuant to
which Astoria will acquire The Greater New York Savings Bank ("The Greater"), a
$2.5 billion thrift institution, for a purchase price of $19.00 per common
share. Upon completion of the acquisition, The Greater New York Savings Bank
will merge into Astoria Federal Savings and Loan Association, Astoria's wholly
owned thrift subsidiary. The transaction received the unanimous approval of the
boards of directors of Astoria Financial Corporation and The Greater New York
Savings Bank.
Under the terms of the agreement, holders of The Greater common stock
will receive either 0.50 shares of Astoria Financial Corporation common stock or
$19.00 in cash for each share, pursuant to an election procedure as described in
the agreement, subject to 75% of The Greater shares receiving Astoria common
stock and 25% receiving cash. The total transaction value is estimated to be
$293 million, which is approximately 1.7 times The Greater's tangible book value
at December 31, 1996.
1
<PAGE>
In addition, the outstanding shares of the 12% Noncumulative Preferred
Stock, Series B, of The Greater will be converted into a newly-created series of
preferred stock of Astoria Financial Corporation with substantially identical,
and no less favorable, terms.
The pro-forma combined entity, as of December 31, 1996, reflects total
assets of $9.8 billion, ranking Astoria the third largest publicly traded thrift
institution in New York and thirteenth nationally. The acquisition will give
Astoria its initial presence in Brooklyn. The combined banking operation, with
deposits totaling $6.2 billion, will operate 59 banking offices, including in
the New York City metropolitan area, 21 in Nassau, 14 in Queens, 9 in Brooklyn,
7 in Suffolk and 3 in Westchester County, and 5 in the upstate counties of
Chenango and Otsego. Three additional Brooklyn banking offices are scheduled to
open during 1997. No banking office closings are anticipated as a result of the
transaction.
Commenting on the transaction, George L. Engelke, Jr., President and
Chief Executive Officer of Astoria said, "The strategic in-market acquisition of
The Greater's banking franchise represents an important complementary fit for
us, further strengthening our current banking franchise. In addition to
immediately increasing our presence in Queens, Nassau and Suffolk counties, the
acquisition of The Greater provides us with a solid entry into the Brooklyn
market. The 9 banking offices in Brooklyn have total deposits of $1.3 billion,
or an average of $147 million per banking office, representing a 5.4% share of
the Brooklyn deposit market, the 4th largest thrift institution market share in
a borough with a population of 2.3 million. The pro-forma deposits of the 51
Long Island offices total $5.7 billion, or an average of $112 million per
banking office, representing a 5.5% share of a market larger in population than
38 states. We are confident that the transaction will enhance shareholder value
and provide long-term benefits for our shareholders, customers and,
particularly, the communities that Astoria and The Greater serve. We are also
delighted that Gerard Keegan, whose stewardship at The Greater
2
<PAGE>
included the development and expansion of their banking franchise, will be
joining Astoria as a director and Vice Chairman and Chief Administrative Office.
Jerry's years of banking experience will serve Astoria well as we continue to
implement strategies to build our franchise and enhance shareholder value."
Gerard C. Keegan, Chairman, President and Chief Executive Officer of
The Greater New York Savings Bank, commented, "We are very excited to be joining
forces with Astoria, a premier community-oriented financial services
institution. This transaction provides significant value to our shareholders and
will provide the platform for further enhancing the service we provide to our
customers and the communities we operate in. George Engelke is a proven leader
dedicated to continuing the community-bank focus we have maintained for 100
years."
The transaction is expected to close in the latter part of the third
quarter and will be immediately accretive to reported and cash earnings per
share. Astoria estimates that operational efficiencies generated as a result of
the transaction will produce cost savings equal to 45% of The Greater's non
interest expense. In connection with the transaction, there is a provision for a
termination fee payable to Astoria if the transaction is not completed under
certain circumstances. In addition, The Greater has granted Astoria an option to
purchase shares equal to 19.9% of The Greater's currently outstanding common
stock under certain conditions. The transaction will be accounted for as a
purchase and therefore, will not affect Astoria's ability to repurchase shares
under its current stock repurchase program.
The transaction is subject to approval of the shareholders of both The
Greater New York Savings Bank and Astoria Financial Corporation, approval of the
appropriate regulatory authorities and the satisfaction of certain other
conditions.
The Greater New York Savings Bank is a state-chartered community-based
savings bank with assets of $2.5 billion and deposits of $1.7 billion at
December 31, 1996. Founded in
3
<PAGE>
Brooklyn in 1897, The Greater has met the deposit and credit needs of New York
area residents for a century. The Bank has 14 neighborhood branches in Brooklyn,
Queens and Long Island.
Astoria Financial Corporation, the holding company for Astoria Federal
Savings and Loan Association, with assets of $7.3 billion and deposits of $4.5
billion at December 31, 1996, is the third largest thrift institution in New
York and fifteenth largest in the United States. Established in 1888, Astoria
Federal operates 45 banking offices and provides retail banking, mortgage and
consumer loan services to over 250,000 customers.
NOTE: ASTORIA PLANS TO HOLD ACONFERENCE CALL ON MONDAY
MORNING AT 11:00 AM (EST). INTERESTED INVESTORS AND
ANALYSTS WISHING TO PARTICIPATE SHOULD CALL 1-800-289-0437;
CONFIRMATION CODE: 326200
PLEASE CALL 10 MINUTES PRIOR TO THE START OF THE CALL.
RECORDED PLAYBACK OF THE INVESTOR CALL AVAILABLE
THROUGH APRIL 2 AT 1-800-839-3308
THIS RELEASE MAY CONTAIN CERTAIN FORWARD-LOOKING STATEMENTS REGARDING THE
ACQUISITION OF THE GREATER NEW YORK SAVINGS BANK, INCLUDING COST SAVINGS TO BE
REALIZED, 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 REGULATION; AND OTHER ECONOMIC,
COMPETITIVE, GOVERNMENTAL, REGULATORY, AND TECHNOLOGICAL FACTORS AFFECTING EACH
COMPANY'S OPERATIONS, PRICING, PRODUCTS AND SERVICES.
4
[LOGO]
ASTORIA FINANCIAL
- -----------------
CORPORATION
EXTENDING A PREMIER COMMUNITY BANK
[LOGO] THE GREATER (R)
- --------------------------------------------------------------------------------
INVESTOR DIAL-IN CONFERENCE CALL
MONDAY MARCH 31, 1997 AT 11:00 AM EST (PLEASE CALL 10 MINUTES IN ADVANCE)
PHONE: 1-800-289-0437 CONFIRMATION CODE:326200
RECORDED PLAYBACK OF THE INVESTOR CALL AVAILABLE THROUGH APRIL 2
AT 1-800-839-3308
- --------------------------------------------------------------------------------
<PAGE>
FORWARD-LOOKING INFORMATION
- --------------------------------------------------------------------------------
THIS PRESENTATION CONTAINS ESTIMATES OF FUTURE OPERATING RESULTS FOR 1997 AND
1998 FOR BOTH ASTORIA FINANCIAL CORPORATION AND THE GREATER NEW YORK SAVINGS
BANK ON A STAND-ALONE AND PRO FORMA COMBINED BASIS, AS WELL AS ESTIMATES OF
FINANCIAL CONDITION, OPERATING EFFICIENCIES AND REVENUE CREATION ON A COMBINED
BASIS. THESE ESTIMATES CONSTITUTE FORWARD-LOOKING STATEMENTS (WITHIN THE MEANING
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995), WHICH INVOLVE
SIGNIFICANT RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THE RESULTS DISCUSSED IN THESE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT
CAUSE SUCH A DIFFERENCE 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 REGULATION; AND OTHER ECONOMIC,
COMPETITIVE, GOVERNMENTAL, REGULATORY, AND TECHNOLOGICAL FACTORS AFFECTING EACH
COMPANY'S OPERATIONS, PRICING, PRODUCTS AND SERVICES.
[LOGO]
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CORPORATION
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<PAGE>
STRATEGIC RATIONALE
- --------------------------------------------------------------------------------
- -- Builds on already strong Long Island franchise with a powerful entry
into attractive Brooklyn market - total of 14 existing banking offices
- 3 more scheduled to open in 1997
- -- Large, efficient banking offices with high percentage of stable, low cost
core deposits
-- Average deposits per Brooklyn banking office: $147 million
-- Average for all 14 offices: $118 million
- -- Accretive to GAAP and cash EPS
- -- Ability to leverage costs over larger base
- -- Efficient use of "excess" capital
- -- Common operating strategy, business philosophies and culture, including
community commitment
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<PAGE>
DEAL ECONOMICS
- --------------------------------------------------------------------------------
- -- 4.4% accretive to GAAP and 6.7% accretive to cash EPS in 1998
- -- 13% dilutive to tangible book value with a 5 year earn-back period
-- Estimated goodwill creation of approximately $162 million
-- Estimated pro forma Tier 1 capital ratio of 5.5% at December
31, 1997
- -- Expense savings - $23.6 million pre-tax annually ($13.6 million
after-tax), representing 45% of Greater's projected 1997 expense base
-- Substantially all cost saves to be realized within three
months of closing
- -- One-time charges - $31.6 million pre-tax ($20.7 million after-tax)
- -- Increase to loss reserves of $45.0 million pre-tax ($25.9 million
after-tax)
- -- Conservative goodwill amortization of 15 years
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<PAGE>
TRANSACTION TERMS
- --------------------------------------------------------------------------------
STRUCTURE:
-- Purchase Accounting with the consideration mix fixed at 75%
common stock and 25% cash
-- Tax-free exchange
-- Definitive agreement signed
-- Due diligence completed
TERMS:
-- Fixed exchange ratio of 0.5 shares of Astoria for each Greater
share or $19.00 per share in cash
-- Termination fee of $5 million
-- Stock option for 19.9% of Greater's shares outstanding
-- Two Greater Board members to join Astoria Board including
Gerard Keegan, CEO of Greater
-- Gerard Keegan will also become Vice-Chairman and Chief
Administrative Officer of Astoria
TIMING:
-- Subject to normal regulatory and shareholder approvals
-- Targeted to close late third quarter 1997
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<PAGE>
PRICING
- --------------------------------------------------------------------------------
INDICATED DEAL VALUE (a) $293 million
PURCHASE PRICE PER SHARE $19.00
PREMIUM/MARKET (b) 20.0%
PRICE/LTM EPS 24.7x
PRICE/97 EPS CONSENSUS 19.2x
PRICE/TANGIBLE BOOK 1.68x
(a) Based on fully-diluted shares.
(b) Based on Greater's average price over the last 30 trading days.
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<PAGE>
OVERVIEW OF GREATER NEW YORK
- --------------------------------------------------------------------------------
- -- Total assets - $2.5 billion
- -- Attractive retail banking franchise:
-- Total deposits - $1.7 billion
-- 14 banking offices (3 additional banking offices scheduled to
open in 1997), 27 ATMs, and 129,000 customers in Brooklyn,
Queens, Nassau and Suffolk Counties
-- 4th largest thrift in Brooklyn
-- Average deposits per banking office of $118 million; $147
million in Brooklyn
-- Demand and savings deposits - 48% of total deposits
-- Customers include a large and diverse immigrant population;
business conducted in six languages
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<PAGE>
STRONG LONG ISLAND RETAIL BANKING FRANCHISE
- --------------------------------------------------------------------------------
Pro Forma
---------
$5.7 billion deposits
51 banking offices (54 by year end)
$113 million average deposits/banking office
[MAP OF BROOKLYN, QUEENS, NASSAU, AND SUFFOLK COUNTIES DEPICTING THE LOCATION OF
ASTORIA BANKING OFFICES AND GREATER NEW YORK BANKING OFFICES.]
Map does not reflect Astoria's 3 Westchester and 5 Upstate New York banking
offices.
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<PAGE>
PRO FORMA MARKET POSITION
- --------------------------------------------------------------------------------
CORE MARKET - KINGS, QUEENS, NASSAU AND SUFFOLK COUNTIES.
- -- The combined population of these four counties exceeds the total
population of 38 U.S. states.
<TABLE>
<CAPTION>
DEPOSITS MARKET
INSTITUTION (MILLIONS) SHARE BRANCHES
----------- ---------- ----- --------
<S> <C> <C> <C> <C>
1. Chase Manhattan $16,612 15.8% 224
2. GreenPoint Financial Corp 9,942 9.0 67
3. Dime Bancorp 8,028 7.7 51
4. Citicorp 7,715 7.4 71
5. Republic New York Corporation 6,281 6.0 50
ASTORIA - PRO FORMA 5,743 5.5 51
------------------- ----- --- --
6. Fleet Financial 5,743 5.5 146
7. ABN Amro North America 4,190 4.0 70
8. Astoria Financial 4,021 3.8 37
9. Long Island Bancorp 3,673 3.5 37
10. Bank of New York 3,536 3.4 114
TOTAL - CORE MARKET $104,856 1,389
</TABLE>
Source: SNL Securities. Data as of 6/30/96 adjusted for mergers and
acquisitions.
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<PAGE>
WELL POSITIONED IN KEY MARKETS
- --------------------------------------------------------------------------------
MARKET SHARE (DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
BROOKLYN
--------
Market
INSTITUTION Total Share Branches
----------- ----- ----- --------
<S> <C> <C> <C> <C>
1. Chase Manhattan $4,223.9 16.7% 55
2. Dime Bancorp 4,120.4 16.3 21
3. Republic New York 3,758.8 14.9 26
4. GreenPoint Financial 3,087.2 12.2 16
5. Citicorp 2,119.8 8.4 20
7. Astoria - Pro Forma 1,372.7 5.4 9
- -- ------------------- ------- --- -
Total $25,312.6 243
</TABLE>
<TABLE>
<CAPTION>
QUEENS
------
MARKET
INSTITUTION TOTAL SHARE BRANCHES
----------- ----- ----- --------
<S> <C> <C> <C> <C>
1. Chase Manhattan $4,225.3 15.1% 63
2. Citicorp 2,975.4 10.7 23
3. GreenPoint Financial 2,397.2 8.9 16
4. Astoria - Pro Forma 2,029.8 7.3 14
- -- ------------------- ------- --- --
5. Astoria Financial 1,944.7 7.0 13
Total $27,923.8 326
</TABLE>
<TABLE>
<CAPTION>
NASSAU
------
MARKET
INSTITUTION TOTAL SHARE BRANCHES
----------- ----- ----- --------
<S> <C> <C> <C> <C>
1. Chase Manhattan $4,106.1 12.9% 56
2. GreenPoint Financial 3,040.0 9.5 24
3. Fleet Financial 2,994.6 9.4 69
4. ABN Amro 2,581.1 8.1 39
5. Dime Bancorp 2,292.5 7.2 15
7. Astoria - Pro Forma 1,887.4 5.9 21
- -- ------------------- ------- --- ---
Total $31,863.7 439
</TABLE>
<TABLE>
<CAPTION>
SUFFOLK
-------
MARKET
INSTITUTION TOTAL SHARE BRANCHES
----------- ----- ----- --------
<S> <C> <C> <C> <C>
1. Chase Manhattan $4,057.1 20.5% 50
2. North Fork 1,846.9 9.4 41
3. Fleet Financial 1,810.9 9.2 50
4. Long Island Bancorp 1,539.4 7.8 20
5. Bank of New York 1,359.5 6.9 47
14. Astoria - Pro Forma 453.3 2.3 7
- --- ------------------- ----- --- -
Total $19,756.3 381
</TABLE>
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<PAGE>
PRO FORMA FINANCIAL IMPACT
- --------------------------------------------------------------------------------
- -- "STREET" 1998 EARNINGS PER SHARE ESTIMATES FOR ASTORIA:
-- CONSENSUS MEDIAN - $3.28
-- HIGH ESTIMATE - $3.45
- -- ASTORIA MANAGEMENT COMFORTABLE WITH THE STAND-ALONE ESTIMATE OF $3.45 PER
SHARE ($4.45 CASH EPS)
- -- 1998 EPS IMPACT FROM GREATER ACQUISITION
-- PRO FORMA EPS: $3.60
-- GAAP ACCRETION: 4.4%
-- PRO FORMA CASH EPS: $4.75
-- CASH ACCRETION: 6.7%
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<PAGE>
ESTIMATED EXPENSE REDUCTIONS
- --------------------------------------------------------------------------------
(DOLLARS IN MILLIONS)
TOTAL
-----
PERSONNEL $12.9
OCCUPANCY 4.2
PROFESSIONAL SERVICES 2.7
OTHER 3.8
-----
PRE-TAX SAVINGS $23.6
=====
AFTER-TAX SAVINGS $13.6
=====
AS A % OF GREATER 1997 ESTIMATED
NON-INTEREST EXPENSES - 45%
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<PAGE>
PROVEN EXPENSE REDUCTION RESULTS IN FIDELITY ACQUISITION
- --------------------------------------------------------------------------------
- -- CLOSED ACQUISITION ON JANUARY 31, 1995
- -- COST SAVINGS OF $7 MILLION, REPRESENTING 30% OF FIDELITY'S NON INTEREST
EXPENSES
- -- 100% OF THE COST SAVINGS ACHIEVED WITHIN TWELVE WEEKS
- -- SAME INTEGRATION AND MANAGEMENT TEAM NOW IN PLACE
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<PAGE>
ONE-TIME RESTRUCTURING CHARGE
- --------------------------------------------------------------------------------
(DOLLARS IN MILLIONS)
TOTAL
-----
PERSONNEL $19.3
TRANSACTION EXPENSES 5.6
CONVERSIONS 1.6
OTHER 5.1
-----
PRE-TAX CHARGE $31.6
=====
AFTER-TAX CHARGE $20.7
=====
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<PAGE>
NON - PERFORMING ASSETS
- --------------------------------------------------------------------------------
AT DECEMBER 31, 1996 (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
RESERVE
ASFC GRTR ADJUSTMENTS PRO FORMA
---- ---- ----------- ---------
<S> <C> <C> <C> <C>
Total Loans $2,637,327 $951,340 $3,588,667
Reserves 14,089 17,228 $45,000 76,317
Troubled Debt Restructuring
Commercial $0 $117,646 $117,646
Multi-family 0 37,892 37,892
Other 0 0 0
---------- ---------- ---------
Total Troubled Debt Restructuring 0 155,538 155,538
Non-Performing Loans
Single - Family 25,098 2,082 27,180
Multi - Family 3,651 21,428 25,079
Commercial Real Estate 3,301 8,311 11,612
Other 1,410 0 1,410
---------- ---------- ---------
Total Non-Perf. Loans incl. TDRs 33,460 187,359 220,819
Other Real Estate Owned 12,129 13,740 25,869
---------- ---------- ---------
Total Non-Performing Assets incl. TDRs $45,589 $201,099 $246,688
========== ========== =========
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Non-Performing Loans/Loans 1.27% 19.69% 6.15%
NPA's/Assets 0.63 7.91 2.51
Reserves/NPLs 42.11 9.20 34.56
Reserves/NPLs - Exclude TDR's 42.11 54.14 116.91
Reserves/NPAs 30.90 8.57 30.94
</TABLE>
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<PAGE>
SUMMARY
- --------------------------------------------------------------------------------
-- CREATES A SUPERIOR RETAIL BANKING FRANCHISE
-- PROVIDES SIGNIFICANT COST SAVINGS WHILE MAINTAINING ATTRACTIVE
NETWORK OF BANKING OFFICES
-- ACCRETIVE TO GAAP AND CASH EPS
-- ACHIEVES RETURNS HIGHER THAN THOSE AVAILABLE ON A STAND-ALONE BASIS
-- RESERVE ADDITIONS PROVIDE STRONGER COVERAGE OF NON-PERFORMERS
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<PAGE>
- --------------------------------------------------------------------------------
APPENDIX
- --------------------------------------------------------------------------------
<PAGE>
COMPARATIVE DATE -- AT DECEMBER 31, 1996
- --------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
ASTORIA GREATER
------- -------
Balance Sheet
<S> <C> <C>
Investment Securities $4,364,954 $1,442,028
Loans 2,651,416 968,568
Allowances (14,089) (17,228)
Intangibles 100,267 0
Other Assets 170,215 148,520
---------- ----------
Total Assets $7,272,763 $2,541,888
========== ==========
Deposits $4,513,093 $1,666,674
Borrowings 2,111,514 640,384
Other Liabilities 59,327 25,182
---------- ----------
Total Liabilities $6,683,934 $2,332,240
Preferred Equity $0 $52,418
Common Equity 588,829 157,230
---------- ----------
Total Equity $588,829 $209,648
---------- ----------
Total Liabilities and Equity $7,272,763 $2,541,888
========== ==========
</TABLE>
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ASTORIA FINANCIAL [LOGO] THE GREATER (R)
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CORPORATION
16
<PAGE>
CAPITAL RATIOS - AT DECEMBER 31, 1996
- --------------------------------------------------------------------------------
ASTORIA GREATER
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TOTAL EQUITY / ASSETS 8.10% 8.25%
TANGIBLE EQUITY / TANGIBLE ASSETS 6.81% 8.25%
COMMON EQUITY / ASSETS 8.10% 6.19%
TANGIBLE COMMON EQUITY / TANGIBLE ASSETS 6.81% 6.19%
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ASTORIA FINANCIAL [LOGO] THE GREATER (R)
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CORPORATION
17
<PAGE>
LOAN PORTFOLIO COMPOSITION - AT DECEMBER 31, 1996
- --------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
[PIE CHART DEPICTING ASTORIA'S TOTAL NET LOANS OF $2,637,327 BROKEN DOWN AS
FOLLOWS: SINGLE FAMILY (85.2%), MULTI-FAMILY (6.3%), COMMERCIAL (6.0%), AND
OTHER (2.6%).]
[PIE CHART DEPICTING GREATER NEW YORK'S TOTAL NET LOANS OF $951,340 BROKEN DOWN
AS FOLLOWS: COMMERCIAL (42.1%), MULTI-FAMILY (23.5%), SINGLE FAMILY (20.6%), AND
OTHER (13.7%).]
[PIE CHART DEPICTING PRO FORMA TOTAL NET LOANS OF $3,588,667 BROKEN DOWN AS
FOLLOWS: SINGLE FAMILY (68.1%), MULTI-FAMILY (10.9%), COMMERCIAL (15.6%), AND
OTHER (5.5%).]
ASTORIA FINANCIAL [LOGO] THE GREATER (R)
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CORPORATION
18
<PAGE>
DEPOSIT COMPOSITION - AT DECEMBER 31, 1996
- --------------------------------------------------------------------------------
(Dollars in thousands)
[PIE CHART DEPICTING ASTORIA'S TOTAL DEPOSITS OF $4,513,093 BROKEN DOWN AS
FOLLOWS: CDS (61.5%), SAVINGS (25.1%), NOW/DEMAND (7.6%), AND MONEY MARKET
(5.8%).]
[PIE CHART DEPICTING GREATER NEW YORK'S TOTAL DEPOSITS OF $1,666,674 BROKEN DOWN
AS FOLLOWS: CDS (52.3%), SAVINGS (34.1%), NOW/DEMAND (7.8%), AND MONEY MARKET
(5.8%).]
[PIE CHART DEPICTING PRO FORMA TOTAL DEPOSITS OF $6,179,767 BROKEN DOWN AS
FOLLOWS: CDS (59.0%), SAVINGS (27.5%), NOW/DEMAND (7.7%), AND MONEY MARKET
(5.8%).]
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ASTORIA FINANCIAL [LOGO] THE GREATER (R)
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CORPORATION
19
