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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): July 9, 1998
ASTORIA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-22228 11-3170868
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(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)
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ITEMS 1 THROUGH 4, 6, 8 & 9. NOT APPLICABLE
ITEM 5. OTHER EVENTS.
On July 9, 1998, Astoria Financial Corporation, a Delaware
corporation ("AFC"), and Long Island Bancorp, Inc., a Delaware corporation
("LIB"), entered into the Second Amendment, dated as of the 9th day of July,
1998 (the "Second Amendment"), to the Agreement and Plan of Merger, dated as of
the 2nd day of April, 1998, by and between AFC and LIB (the "Merger Agreement").
Pursuant to the Second Amendment, AFC and LIB have 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.
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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 Second Amendment, dated as of the 9th day of July,
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.
2
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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.
ASTORIA FINANCIAL CORPORATION
By:/s/ Alan P. Eggleston
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Alan P. Eggleston
Executive Vice President and
General Counsel
Dated: July 9, 1998
3
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
2.1 Second Amendment, dated as of the 9th day of July,
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
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EXHIBIT 2.1
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SECOND AMENDMENT
DATED AS OF THE 9th DAY OF July, 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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Second Amendment, dated July 9, 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:
- - - - - - - - - -
WHEREAS, AFC and LISB entered into the Merger Agreement, amended as of May
20, 1998; 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 Second Amendment to the Merger Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual agreements
set forth herein, AFC and LISB agree as follows:
I. Unless otherwise expressly defined in this Second 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 Second Amendment.
II. Effective as of the date first written above, the Merger Agreement
shall be and it hereby is amended as follows:
1. 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 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
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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
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commencing with its receipt of such notice, AFC shall have the option to
increase the consideration to be received by the holders of LISB 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 $49.76,
adjusted as indicated in the last sentence of this Section 6.01(f), 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).
For purposes of this Section 6.01(f), the following terms shall have
the meanings indicated below:
"Final Index Price" means the sum of the numbers obtained by
multiplying (i) the quotient obtained by dividing (a) the Final Price of each
company comprising the Index Group by (b) the closing price of the common stock
of such company comprising the Index Group, as such prices are reported on the
consolidated transaction reporting system for the market or exchange on which
such common stock is principally traded on the trading day immediately preceding
the public announcement of this Agreement, by (ii) the applicable weighting.
"Final Price," with respect to any company belonging to the Index
Group, means the average of the daily closing sales prices of a share of common
stock of such company, as reported on the consolidated transaction reporting
system for the market or exchange on which such common stock is principally
traded, during the period of 30 trading days ending on the Valuation Date.
"Index Group" means the 25 financial institution holding companies
listed below, the common stock of all of which shall be publicly traded and as
to which there shall not have been an Acquisition Transaction (as defined in
Section 6.03) involving such company publicly announced at any time during the
period beginning on the date of this Agreement and ending on the Valuation Date.
In the event that the common stock of any such company ceases to be publicly
traded or an Acquisition proposal involving any such company is announced at any
time during the period beginning on the date of this Agreement and ending on the
Valuation Date, such company will be removed from the Index Group, and the
weights attributed to the remaining companies will be adjusted proportionately
for purposes of determining the Final Index Price and the Initial Index Price.
The 25 financial institution holding companies and the weights attributed to
them are as follows:
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Holding Company Weighting
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ALBANK Financial 1.44%
Bank United Corp. 3.67%
Bay View Capital 0.93%
Charter One Financial 9.45%
Commercial Federal Corp. 2.67%
Dime Bancorp, Inc. 7.75%
Downey Financial 1.92%
First Empire State 7.15%
Golden West Financial 12.18%
GreenPoint Financial 6.96%
Harris Financial 2.02%
MAF Bancorp 1.31%
North Fork Bancorp 6.04%
Northwest Bancorp 1.76%
People's Bank (MHC) 5.33%
Peoples Heritage Financial 3.09%
Queens County Bancorp 1.49%
Roslyn Bancorp 2.34%
Sovereign Bancorp 4.74%
St. Paul Bancorp 1.96%
Staten Island Bancorp 2.06%
TCF Financial 7.02%
TR Financial 1.36%
Washington Federal Inc. 3.25%
Webster Financial 2.11%
"Initial Index Price" means 1.00.
"AFC Market Value" shall mean the average of the mean between the closing
high bid and low asked price of a share of AFC Common Stock, as reported on the
Nasdaq Stock Market National Market System, for the 30 consecutive trading days
immediately preceding the Valuation Date.
"Valuation Date" means the day that is the latest of (i) the day of
expiration of the last waiting period with respect to any of the required
regulatory approvals, as defined in Section 5.01(b), (ii) the day on which the
last of the requested required approvals, as defined in Section 5.01(b), is
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obtained and (iii) the day on which the last of the required stockholder
approvals have been received.
If AFC or any company belonging to the Index Group declares or effects a
stock dividend, reclassification, recapitalization, split-up, combination,
exchange of shares or similar transaction between the date of this Agreement and
the Valuation Date, the prices for the common stock of such company shall be
appropriately adjusted for the purposes of applying this Section 6.01(f).
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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
