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): September 30, 1998
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)
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ITEMS 1, 3-6, 8 AND 9. NOT APPLICABLE.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As of the close of business on September 30, 1998 (the "Effective
Time"), the merger of Astoria Financial Corporation, a Delaware corporation
("AFC"), and Long Island Bancorp, Inc., a Delaware corporation ("LIB"), was
completed with AFC as the surviving corporation, pursuant to an Agreement and
Plan of Merger, dated as of the 2nd day of April, 1998, by and between AFC and
LIB (the "Merger Agreement"). In addition, immediately after the Effective Time,
The Long Island Savings Bank, FSB, a federally chartered savings bank ("Long
Island"), merged with and into Astoria Federal Savings and Loan Association, a
federally chartered savings and loan association ("AFSL"), with AFSL being the
surviving corporation, pursuant to the Merger Agreement and the related Plan of
Bank Merger, dated as of the 22nd day of September, 1998, by and between AFSL
and Long Island. The Boards of Directors of AFC and AFSL now consist of all of
the respective directors of AFC and AFSL immediately prior to the Effective
Time, and John J. Conefry, Jr. (former Chairman and Chief Executive Officer of
LIB and Long Island), Lawrence W. Peters (former President and Chief Operating
Officer of LIB and Long Island), Donald D. Wenk (former Director of LIB and Long
Island), Leo J. Waters (former Director of LIB and Long Island), and Robert J.
Conway (former Director of LIB and Long Island), each of whom was appointed to
the Boards of Directors of AFC and AFSL pursuant to the Merger Agreement.
Pursuant to the Merger Agreement, each outstanding share of LIB common
stock, par value $0.01 per share ("LIB Common Stock"), has been converted into
the right to receive 1.15 shares of AFC common stock, par value $0.01 per share
("AFC Common Stock"); PROVIDED, HOWEVER, that no fraction of a whole share of
AFC Common Stock will be issued; instead, AFC shall pay an amount of cash,
rounded to the nearest cent, to each holder of LIB Common Stock who would
otherwise be entitled to a fractional share of AFC Common Stock. As of the
Effective Time, shares of LIB Common Stock that were owned by LIB as treasury
stock, that were unallocated shares held in LIB's Management Recognition and
Retention Plan for Executive Officers or LIB's Management Recognition and
Retention Plan for Non-Employee Directors or that were held directly or
indirectly by AFC other than in a fiduciary capacity or in satisfaction of a
debt previously contracted were canceled and retired. No payment will be made
with respect such shares of LIB Common Stock.
Each holder of options to purchase shares of LIB Common Stock that have
been issued by LIB and are outstanding at the Effective Time ("LIB Options")
have been converted into options to purchase shares of AFC Common Stock equal to
1.15 multiplied by the number of shares of LIB Common Stock issuable upon
exercise of the LIB Options immediately prior to the Effective Time, such
product to be rounded up to the nearest whole share of AFC Common Stock. The
exercise price per share of each converted LIB Option is equal to the quotient
of the exercise price of such LIB Option at the Effective Time divided by 1.15,
such quotient to be rounded to the nearest whole cent. A total of 1,399,317 LIB
options were converted into options to purchase a maximum of 1,609,330 shares of
AFC Common Stock at an exercise price ranging from $10 to $56.85 depending on
the exercise price of the original underlying LIB option. As a result of the
transaction, the aggregate number of shares of AFC Common Stock that may be
issued to former stockholders of LIB and upon the exercise of converted LIB
options and options described below is 29,633,320.
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The Merger was consummated after satisfaction of certain conditions,
including but not limited to (i) approval of the Merger Agreement by the
stockholders of LIB at a special meeting of stockholders held on August 19,
1998, (ii) approval of the Merger Agreement by the stockholders of AFC at a
special meeting of stockholders held on August 19, 1998 and (iii) the receipt of
all requisite regulatory approvals.
Pursuant to the Merger Agreement, AFC appointed ten (10) members of
LIB's board of directors as members of a newly-formed advisory board of AFC (the
"Advisory Board"). In connection therewith, each such director, who otherwise
will not be a director, employee or consultant of AFC, has been granted options
to purchase 4,000 shares of AFC Common Stock, for an aggregate of 40,000 shares,
at an exercise price of $43.00 per share. The function of the Advisory Board is
to advise AFC and its subsidiaries on general business as well as deposit and
lending activities in LIB's former market area and to maintain and develop
customer relations.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) As of the date of this filing, it is impracticable to provide
financial statements for AFC or LIB. The required financial statements will be
filed as soon as possible and in no event later than December 14, 1998.
(b) As of the date of this filing, it is impracticable to provide pro
forma financial information required pursuant to Article 11 of Regulation S-X.
The required pro forma financial information will be filed as soon as possible
and in no event later than December 14, 1998.
(c) Exhibits. The following Exhibits are filed as part of this report:
EXHIBIT NO. DESCRIPTION
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2.1 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., as
amended.*
99.1 Press Release issued on October 1, 1998.
*Incorporated by reference to the Registration Statement on Form S-4
(Registration No. 333-58897) filed by AFC on July 14, 1998.
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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, Esq.
Executive Vice President, Assistant
Secretary and General Counsel
Dated: October 5, 1998
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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2.1 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., as amended.*
99.1 Press Release issued on October 1, 1998.
*Incorporated by reference to the Registration Statement on Form S-4
(Registration No. 333-58897) filed by AFC on July 14, 1998.
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EXHIBIT 99.1
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PRESS RELEASE
ASTORIA FINANCIAL CORPORATION COMPLETES ACQUISITION
OF LONG ISLAND BANCORP, INC.
CREATES $18 BILLION FINANCIAL INSTITUTION WITH SECOND LARGEST DEPOSIT MARKET
SHARE ON LONG ISLAND
LAKE SUCCESS, NEW YORK, OCTOBER 1, 1998 -- Astoria Financial Corporation
(Nasdaq:ASFC) ("Astoria"), the holding company for Astoria Federal Savings and
Loan Association ("Astoria Federal"), announced today the successful completion
of the merger of Long Island Bancorp, Inc. (Nasdaq:LISB) ("LISB"), and its
wholly owned subsidiary, The Long Island Savings Bank, FSB ("Long Island"), with
and into Astoria Financial Corporation and Astoria Federal, respectively.
Pursuant to the merger agreement, stockholders of LISB will receive 1.15 shares
of Astoria common stock for each share of LISB common stock they own. The
transaction, which received the overwhelming approval of shareholders of both
Astoria and LISB, will be accounted for as a pooling of interests.
George L. Engelke, Jr., Chairman, President and Chief Executive Officer
of both Astoria Financial Corporation and Astoria Federal said, "We are excited
about the completion of this significant in-market acquisition. A key objective
of our business plan has been to successfully complete acquisitions, and this
strategic acquisition, our third since January, 1995, results in the creation of
the premier consumer-oriented community bank on Long Island. Long Island's 35
banking office franchise complements and strengthens the Astoria franchise. With
deposits totaling approximately $10 billion, Astoria Federal now commands the
second highest deposit market share in the attractive Long Island banking
market, which includes Brooklyn, Queens, Nassau and Suffolk counties with a
population exceeding that of 39 individual states. The transaction also allows
the combination of LISB's existing mortgage origination capabilities with those
of Astoria, resulting in a very powerful mortgage origination business. On a
combined basis, mortgage loan originations exceeded 2.5 billion for the six
months ended June 30, 1998."
Mr. Engelke continued, "We are very pleased to welcome the customers,
shareholders and employees of LISB and Long Island to the Astoria family. We
also welcome John J. Conefry, Jr., former Chairman and Chief Executive Officer
of both LISB and Long Island, as a vice chairman of Astoria Financial
Corporation. Mr. Conefry and Lawrence W. Peters, Robert J. Conway, Donald D.
Wenk and Leo J. Waters, all former directors of both LISB and Long Island, will
serve as directors of both Astoria Financial Corporation and Astoria Federal. We
are confident that this transaction will enhance
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shareholder value and provide long-term benefits for our customers, employees
and the communities that Astoria Federal and Long Island serve."
As a result of the acquisition, Astoria has a market capitalization of
over $2.2 billion, assets in excess of $18 billion and, prior to the
consolidation of five banking offices, operates ninety-six banking offices;
eighty-eight on Long Island, three in Westchester county and five in the upstate
counties of Otsego and Chenango. Astoria now ranks as the second largest
publicly traded thrift institution in New York and the sixth largest nationally,
providing retail banking, mortgage and consumer loan services to over 700,000
customers. In addition, Astoria originates mortgage loans through extensive
broker networks and loan production offices in New York, New Jersey,
Connecticut, Maryland, Virginia, North Carolina and Georgia.
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