<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-22228
ASTORIA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 11-3170868
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Astoria Federal Plaza, Lake Success, New York 11042
(Address of principal executive offices)
(516) 327-3000
(Registrant's telephone number, including area code)
(Securities registered pursuant to Section
12(b) of the Act):
None
(Securities registered pursuant to Section 12(g) of the Act):
Common Stock $.01 par value
(Title of class)
Preferred Stock, Purchase Rights
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( X )
The aggregate market value of voting stock held by non-affiliates of the
registrant as of March 2, 1998: Common stock par value $.01 per share,
$1,330,759,575. This figure is based on the closing price by the Nasdaq National
Market for a share of the registrant's common stock on March 2, 1998, which was
$56.25 as reported in the Wall Street Journal on March 3, 1998. The number of
shares of the registrant's Common Stock outstanding as of March 2, 1998 was
26,398,340 shares.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into this Form 10-K and
the part into which such document is so incorporated are as follows: (1) the
Annual Report to Stockholders for the fiscal year ended December 31, 1997 (Parts
I, II and IV) and (2) the definitive Proxy Statement dated April 2, 1998
distributed on behalf of the Board of Directors of Registrant in connection with
the Annual Meeting of Stockholders held on May 6, 1998 and any adjournment
thereof and which was filed with the Securities and Exchange Commission on
April 3, 1998 (Part III).
<PAGE> 2
ASTORIA FINANCIAL CORPORATION
On June 24, 1998, Astoria Financial Corporation hereby amends its Annual Report
on Form 10-K for the year ended December 31, 1997, to include Restated Financial
Data Schedules for the following periods as a result of the Company's adoption
of Statement of Financial Accounting Standards No. 128, "Earnings per Share:"
1. Year Ended December 31, 1996.
2. Quarter Ended March 31, 1997.
3. Quarter Ended June 30, 1997.
4. Quarter Ended September 30, 1997.
5. Quarter Ended March 31, 1996.
6. Quarter Ended June 30, 1996.
7. Quarter Ended September 30, 1996.
Accordingly, the undersigned hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 1997, by deleting those items in their entirety and
inserting in their place the following:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The following consolidated financial statements and schedules of the
Company, its subsidiary, Astoria Federal Savings and Loan Association, and the
independent auditors' report thereon, included on pages 41 through 74 of the
Company's 1997 Annual Report, are being filed as a part of this Form 10-K
through their incorporation herein by reference:
- Independent Auditors' Report
- Consolidated Statements of Financial Condition at December 31,
1997 and 1996
- Consolidated Statements of Operations for each of the years in
the three year period ended December 31, 1997
- Consolidated Statements of Changes in Stockholders' Equity for
each of the years in the three year period ended December 31,
1997
- Consolidated Statements of Cash Flows for each of the years in
the three year period ended December 31, 1997
- Notes to the Consolidated Financial Statements
- Quarterly Results of Operations (Unaudited) for each of the
years in the two year period ended December 31, 1997
Information appearing in the Annual Report to Shareholders is not deemed to be
filed as part of this report, except as expressly incorporated by reference
herein.
2. Financial Statement Schedules
Financial Statement Schedules have been omitted because they are not
applicable or the required information is shown in the Consolidated Financial
Statements or Notes thereto.
1
<PAGE> 3
(b) Exhibits Required by Item 601 of Securities and Exchange Commission
Regulation S-K:
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EXHIBIT IDENTIFICATION OF EXHIBIT
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3.1 Articles of Incorporation of Astoria Financial Corporation, as
amended effective following the close of business on September
30, 1997 (10)
3.2 Bylaws of Astoria Financial Corporation (1)
4.1 Astoria Financial Corporation Specimen Stock Certificate (7)
4.2 Federal Stock Charter of Astoria Federal Savings and Loan
Association (2)
4.3 Bylaws of Astoria Federal Savings and Loan Association (10)
4.4 Certificate of Designations, Preferences and Rights of Series
A Junior Participating Preferred Stock (4)
4.5 Rights Agreement between Astoria Financial Corporation and
Chase Mellon Shareholder Services, L.L.C., as Rights Agent,
dated as of July 17, 1996 (4)
4.6 Form of Rights Certificate (4)
4.7 Certificate of Designations, Preferences and Rights of 12%
Noncumulative, Perpetual Preferred Stock, Series B (8)
4.8 Astoria Financial Corporation Specimen 12% Noncumulative,
Perpetual Preferred Stock, Series B Certificate (10)
4.9 Astoria Financial Corporation Automatic Dividend Reinvestment
and Stock Purchase Plan (6)
10.1 Astoria Federal Savings and Loan Association Employee Stock
Ownership Trust Loan and Security Agreement (1)
10.2 Amendment to Astoria Federal Savings and Loan Association
Employee Stock Ownership Trust Loan and Security Agreement,
Promissory Note, and Security Agreement Re Instruments or
Negotiable Documents to be Deposited (1)
10.3 Astoria Federal Savings and Loan Association and Astoria
Financial Corporation Directors' Retirement Plan, as amended
and restated effective February 21, 1996. This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of this report. (3)
10.4 Astoria Financial Corporation Death Benefit Plan for Outside
Directors - This exhibit is a management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of this
report. (3)
</TABLE>
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<TABLE>
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10.5 Deferred Compensation Plan for Directors of Astoria Financial
Corporation - This exhibit is a management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of this
report. (3)
10.6 1996 Stock Option Plan for Officers and Employees of Astoria
Financial Corporation, as amended - This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of this report. (10)
10.7 1996 Stock Option Plan for Outside Directors of Astoria
Financial Corporation, as amended - This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of this report. (10)
10.8 Astoria Federal Savings and Loan Association Recognition and
Retention Plan for Outside Directors as amended March 1, 1996
- This exhibit is a management contract or compensatory plan
or arrangement required to be filed as an exhibit to this Form
10-K pursuant to Item 14(c) of this report. (3)
10.9 Astoria Federal Savings and Loan Association Annual Incentive
Plan for Selected Executives - This exhibit is a management
contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K pursuant to Item 14(c)
of this report. (1)
10.10 Astoria Financial Corporation Employment Agreement with George
L. Engelke, Jr. - This exhibit is a management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of this
report. (3)
10.11 Astoria Federal Savings and Loan Association Employment
Agreement with George L. Engelke, Jr. - This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of this report. (3)
10.12 Astoria Financial Corporation Employment Agreement with Arnold
K. Greenberg - This exhibit is a management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of this
report. (3)
10.13 Astoria Federal Savings and Loan Association Employment
Agreement with Arnold K. Greenberg - This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of this report. (3)
10.14 Astoria Financial Corporation Employment Agreement with Thomas
W. Drennan - This exhibit is a management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of this
report. (3)
</TABLE>
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<TABLE>
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10.15 Astoria Federal Savings and Loan Association Employment
Agreement with Thomas W. Drennan - This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of this report. (3)
10.16 Astoria Financial Corporation Employment Agreement with Monte
N. Redman - This exhibit is a management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of this
report. (3)
10.17 Astoria Federal Savings and Loan Association Employment
Agreement with Monte N. Redman - This exhibit is a management
contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K pursuant to Item 14(c)
of this report. (3)
10.18 Astoria Financial Corporation Employment Agreement with
William K. Sheerin - This exhibit is a management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of this
report. (3)
10.19 Astoria Federal Savings and Loan Association Employment
Agreement with William K. Sheerin - This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit this Form 10-K pursuant to
Item 14(c) of this report. (3)
10.20 Astoria Financial Corporation Employment Agreement with Alan
P. Eggleston - This exhibit is a management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of this
report. (3)
10.21 Astoria Federal Savings and Loan Association Employment
Agreement with Alan P. Eggleston - This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of this report. (3)
10.22 Retirement Medical and Dental Benefit Policy for Senior
Officers - This exhibit is a management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of this
report. (10)
10.23 Consulting and Other Arrangements Concerning Mr. Bolton - This
exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this Form
10-K pursuant to Item 14(c) of this report. (1)
10.24 Amended and Restated Agreement and Plan of Merger, dated as of
July 12, 1994, by and among Astoria Financial Corporation,
Astoria Federal Savings and Loan Association and Fidelity New
York F.S.B. (5)
</TABLE>
4
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<TABLE>
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10.25 Amendment No. 1 to the Amended and Restated Agreement and Plan
of Merger, dated as of January 27, 1995, by and among Astoria
Financial Corporation, Astoria Federal Savings and Loan
Association and Fidelity New York F.S.B. (5)
10.26 Form of Option Conversion Agreement by and between Astoria
Financial Corporation and each of Mr. Thomas V. Powderly, Mr.
William A. Wesp and Frederick J. Meyer, respectively. (5)
10.27 Consulting Agreement by and between Astoria Financial
Corporation and Mr. Thomas V. Powderly dated January 31, 1995.
(5)
10.28 Trust Agreement, dated as of January 31, 1995 between Astoria
Financial Corporation and State Street Bank and Trust Company.
(5)
10.29 Astoria Financial Corporation 1993 Incentive Stock Option
Plan, as amended - This exhibit is a management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of this
report. (10)
10.30 Astoria Financial Corporation 1993 Stock Option Plan For
Outside Directors, as amended - This exhibit is a management
contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K pursuant to Item 14(c)
of this report. (10)
10.31 Astoria Federal Savings and Loan Association Recognition and
Retention Plan for Officers and Employees - This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of this report. (1)
10.32 Astoria Financial Corporation Employment Agreement with Gerard
C. Keegan - This exhibit is a management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of this
report. (10)
10.33 Astoria Federal Savings and Loan Association Employment
Agreement with Gerard C. Keegan - This exhibit is a management
contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K pursuant to Item 14(c)
of this report. (10)
10.34 Amendment No. 1 to the Astoria Federal Savings and Loan
Association Employment Agreement with Gerard C. Keegan - This
exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this Form
10-K pursuant to Item 14(c) of this report. (10)
10.35 Option Conversion Agreement by and between Astoria Financial
Corporation and Mr. Gerard C. Keegan - This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of this report. (10)
</TABLE>
5
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<TABLE>
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EXHIBIT IDENTIFICATION OF EXHIBIT
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10.36 Option Conversion Agreement by and between Astoria Financial
Corporation and Mr. Michael J. Henchy - This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of this report. (10)
10.37 Option Conversion Agreement by and between Astoria Financial
Corporation and Mr. Daniel J. Harris - This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of this report. (10)
10.38 Option Conversion Agreement by and between Astoria Financial
Corporation and Mr. Franklyn Berkowitz - This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of this report. (10)
10.39 Agreement and Plan of Merger Dated as of the 29th day of
March, 1997, as amended, by and among Astoria Financial
Corporation, Astoria Federal Savings and Loan Association and
The Greater New York Savings Bank. (9)
11.1 Statement regarding computation of earnings per share. (10)
13.1 1997 Annual Report to Stockholders. (10)
21.1 Subsidiaries of Astoria Financial Corporation. (10)
23 Consent of Independent Auditors. (10)
27 Financial Data Schedule - Year Ended December 31, 1997. (10)
27.1 Restated Financial Data Schedule - Year Ended December 31,
1996.*
27.2 Restated Financial Data Schedule - Quarter Ended March 31,
1997.*
27.3 Restated Financial Data Schedule - Quarter Ended June 30,
1997.*
27.4 Restated Financial Data Schedule - Quarter Ended September 30,
1997.*
27.5 Restated Financial Data Schedule - Quarter Ended March 31,
1996.*
27.6 Restated Financial Data Schedule - Quarter Ended June 30,
1996.*
27.7 Restated Financial Data Schedule - Quarter Ended September 30,
1996.*
99.1 Proxy Statement for the Annual Meeting of Shareholders held on
May 6, 1998, which was filed with the SEC on April 3, 1998, is
incorporated herein by reference.
* Filed herewith
</TABLE>
6
<PAGE> 8
(1) Incorporated by reference to Astoria Financial
Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, filed with the Securities
and Exchange Commission on March 30, 1994.
(2) Incorporated by reference to Astoria Financial
Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, filed with the Securities
and Exchange Commission on March 15, 1995.
(3) Incorporated by reference to Astoria Financial
Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 filed with the Securities
and Exchange Commission on March 29, 1996.
(4) Incorporated by reference to Astoria Financial
Corporation's Registration Statement on Form 8-A dated
July 17, 1996 and filed with the Securities and
Exchange Commission in August 1996.
(5) Incorporated by reference to Astoria Financial
Corporation's Current Report on Form 8-K, dated January
31, 1995 and filed with the Securities and Exchange
Commission on February 9, 1995.
(6) Incorporated by reference to Form S-3 Registration
Statement as filed with the Securities and Exchange
Commission on October 23, 1995.
(7) Incorporated by reference to Astoria Financial
Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, filed with the Securities
and Exchange Commission on March 28, 1997.
(8) Incorporated by reference to Form S-4 Registration
Statement as filed with the Securities and Exchange
Commission on June 24, 1997.
(9) Incorporated by reference to Astoria Financial
Corporation's Current Report on Form 8-K, dated March
31, 1997 as filed with the Securities and Exchange
Commission on March 31, 1997.
(10) Incorporated by reference to Astoria Financial
Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997, filed with the Securities
and Exchange Commission on March 25, 1998.
(c) Reports on Form 8-K filed during the last quarter of the Registrant's
fiscal year ended December 31, 1997.
The following reports on Form 8-K were filed by the Company during the
fourth quarter of its fiscal year ended December 31, 1997:
(1) Astoria Financial Corporation's Current Report on Form
8-K filed with the Securities and Exchange Commission
on October 3, 1997 announcing that as of the close of
business on September 30, 1997 (the "Effective Time"),
Astoria Financial Corporation ("AFC"), acquired The
Greater New York Savings Bank, a New York State
chartered savings bank ("GNYSB"), pursuant to an
Agreement and Plan of Merger entered into by AFC,
Astoria Federal Savings and Loan Association ("AFSL"),
and GNYSB on March 29, 1997, as amended, and the
related Plan of Bank Merger (together, the "Merger
Agreement"), which provided for the merger of GNYSB
with and into AFSL with AFSL being the surviving
corporation (the "Merger") and the appointment of Mr.
Gerard C. Keegan, the former Chairman, President and
Chief Executive Officer of GNYSB, and Mr. Peter C.
Haeffner, Jr., a former director of GNYSB to the Boards
of Directors of AFC and AFSL.
7
<PAGE> 9
(2) Astoria Financial Corporation's Amendment No. 1 to the
Current Report on Form 8-K Filed with the Securities
and Exchange Commission on October 3, 1997 on Current
Report 8-K/A filed with the Securities and Exchange
Commission on December 12, 1997 which included
Pro-forma financial information concerning the merger
of The Greater New York Savings Bank with and into
Astoria Federal Savings and Loan Association.
8
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
ASTORIA FINANCIAL CORPORATION
Date: June 24, 1998 By: /s/ Monte N. Redman
------------- ----------------------
Monte N. Redman
Executive Vice President
and Chief Financial Officer
9
<PAGE> 11
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- ----------- ------------------------- ------
<S> <C>
3.1 Articles of Incorporation of Astoria Financial Corporation, as
amended effective following the close of business on September
30, 1997 (10)
3.2 Bylaws of Astoria Financial Corporation (1)
4.1 Astoria Financial Corporation Specimen Stock Certificate (7)
4.2 Federal Stock Charter of Astoria Federal Savings and Loan
Association (2)
4.3 Bylaws of Astoria Federal Savings and Loan Association (10)
4.4 Certificate of Designations, Preferences and Rights of Series
A Junior Participating Preferred Stock (4)
4.5 Rights Agreement between Astoria Financial Corporation and
Chase Mellon Shareholder Services, L.L.C., as Rights Agent,
dated as of July 17, 1996 (4)
4.6 Form of Rights Certificate (4)
4.7 Certificate of Designations, Preferences and Rights of 12%
Noncumulative, Perpetual Preferred Stock, Series B (8)
4.8 Astoria Financial Corporation Specimen 12% Noncumulative,
Perpetual Preferred Stock, Series B Certificate (10)
4.9 Astoria Financial Corporation Automatic Dividend Reinvestment
and Stock Purchase Plan (6)
10.1 Astoria Federal Savings and Loan Association Employee Stock
Ownership Trust Loan and Security Agreement (1)
10.2 Amendment to Astoria Federal Savings and Loan Association
Employee Stock Ownership Trust Loan and Security Agreement,
Promissory Note, and Security Agreement Re Instruments or
Negotiable Documents to be Deposited (1)
10.3 Astoria Federal Savings and Loan Association and Astoria
Financial Corporation Directors' Retirement Plan, as amended
and restated effective February 21, 1996. This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of this report. (3)
10.4 Astoria Financial Corporation Death Benefit Plan for Outside
Directors - This exhibit is a management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of this
report. (3)
</TABLE>
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10.5 Deferred Compensation Plan for Directors of Astoria Financial
Corporation - This exhibit is a management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of this
report. (3)
10.6 1996 Stock Option Plan for Officers and Employees of Astoria
Financial Corporation, as amended - This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of this report. (10)
10.7 1996 Stock Option Plan for Outside Directors of Astoria
Financial Corporation, as amended - This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of this report. (10)
10.8 Astoria Federal Savings and Loan Association Recognition and
Retention Plan for Outside Directors as amended March 1, 1996
- This exhibit is a management contract or compensatory plan
or arrangement required to be filed as an exhibit to this Form
10-K pursuant to Item 14(c) of this report. (3)
10.9 Astoria Federal Savings and Loan Association Annual Incentive
Plan for Selected Executives - This exhibit is a management
contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K pursuant to Item 14(c)
of this report. (1)
10.10 Astoria Financial Corporation Employment Agreement with George
L. Engelke, Jr. - This exhibit is a management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of this
report. (3)
10.11 Astoria Federal Savings and Loan Association Employment
Agreement with George L. Engelke, Jr. - This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of this report. (3)
10.12 Astoria Financial Corporation Employment Agreement with Arnold
K. Greenberg - This exhibit is a management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of this
report. (3)
10.13 Astoria Federal Savings and Loan Association Employment
Agreement with Arnold K. Greenberg - This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of this report. (3)
</TABLE>
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10.14 Astoria Financial Corporation Employment Agreement with Thomas W.
Drennan - This exhibit is a management contract or compensatory plan
or arrangement required to be filed as an exhibit to this Form 10-K
pursuant to Item 14(c) of this report. (3)
10.15 Astoria Federal Savings and Loan Association Employment
Agreement with Thomas W. Drennan - This exhibit is a
management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of this report. (3)
10.16 Astoria Financial Corporation Employment Agreement with Monte
N. Redman - This exhibit is a management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of this
report. (3)
10.17 Astoria Federal Savings and Loan Association Employment
Agreement with Monte N. Redman - This exhibit is a management
contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K pursuant to Item 14(c)
of this report. (3)
10.18 Astoria Financial Corporation Employment Agreement with
William K. Sheerin - This exhibit is a management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of this
report. (3)
10.19 Astoria Federal Savings and Loan Association Employment Agreement with
William K. Sheerin - This exhibit is a management contract or compensatory
plan or arrangement required to be filed as an exhibit to this Form 10-K
pursuant to Item 14(c) of this report. (3)
10.20 Astoria Financial Corporation Employment Agreement with Alan P. Eggleston -
This exhibit is a management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant to Item 14(c)
of this report. (3)
10.21 Astoria Federal Savings and Loan Association Employment Agreement with
Alan P. Eggleston - This exhibit is a management contract or compensatory
plan or arrangement required to be filed as an exhibit to this Form 10-K
pursuant to Item 14(c) of this report. (3).
10.22 Retirement Medical and Dental Benefit Policy for Senior Officers - This exhibit
is a management contract or compensatory plan or arrangement required to
be filed as an exhibit to this Form 10-K pursuant to Item 14(c) of this report. (10)
10.23 Consulting and Other Arrangements Concerning Mr. Bolton - This exhibit
is a management contract or compensatory plan or arrangement required to
be filed as an exhibit to this Form 10-K pursuant to Item 14(c) of this report. (1)
</TABLE>
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10.24 Amended and Restated Agreement and Plan of Merger, dated as of July 12,
1994, by and among Astoria Financial Corporation, Astoria Federal
Savings and Loan Association and Fidelity New York F.S.B. (5)
10.25 Amendment No. 1 to the Amended and Restated Agreement and Plan of
Merger, dated as of January 27, 1995, by and among Astoria Financial
Corporation, Astoria Federal Savings and Loan Association and
Fidelity New York F.S.B. (5)
10.26 Form of Option Conversion Agreement by and between Astoria Financial
Corporation and each of Mr. Thomas V. Powderly, Mr. William A. Wesp
and Frederick J. Meyer, respectively. (5)
10.27 Consulting Agreement by and between Astoria Financial Corporation and
Mr. Thomas V. Powderly dated January 31, 1995. (5)
10.28 Trust Agreement, dated as of January 31, 1995 between Astoria Financial
Corporation and State Street Bank and Trust Company. (5)
10.29 Astoria Financial Corporation 1993
Incentive Stock Option Plan, as amended - This exhibit is a management
contract or compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of this report. (10)
10.30 Astoria Financial Corporation 1993 Stock
Option Plan For Outside Directors, as amended - This exhibit is a
management contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K pursuant to Item 14(c) of this
report. (10)
10.31 Astoria Federal Savings and Loan Association Recognition and Retention Plan
for Officers and Employees - This exhibit is a management contract or
compensatory plan or arrangement required to be filed as an exhibit to this
Form 10-K pursuant to Item 14(c) of this report. (1)
10.32 Astoria Financial Corporation Employment
Agreement with Gerard C. Keegan - This exhibit is a management contract
or compensatory plan or arrangement required to be filed as an exhibit
to this Form 10-K pursuant to Item 14(c) of this report. (10)
10.33 Astoria Federal Savings and Loan
Association Employment Agreement with Gerard C. Keegan - This exhibit
is a management contract or compensatory plan or arrangement required
to be filed as an exhibit to this Form 10-K pursuant to Item 14(c) of
this report. (10)
10.34 Amendment No. 1 to the Astoria Federal Savings and Loan Association
Employment Agreement with Gerard C. Keegan - This exhibit is a
management contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K pursuant to Item 14(c) of this report. (10)
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT INDEX SEQUENTIAL
PAGE
EXHIBIT NO. IDENTIFICATION OF EXHIBIT NUMBER
- ----------- ------------------------- ------
<S> <C>
10.35 Option Conversion Agreement by and between Astoria
Financial Corporation and Mr. Gerard C. Keegan - This
exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this
Form 10-K pursuant to Item 14(c) of this report. (10)
10.36 Option Conversion Agreement by and between Astoria
Financial Corporation and Mr. Michael J. Henchy - This
exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this
Form 10-K pursuant to Item 14(c) of this report. (10)
10.37 Option Conversion Agreement by and between Astoria
Financial Corporation and Mr. Daniel J. Harris - This
exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this
Form 10-K pursuant to Item 14(c) of this report. (10)
10.38 Option Conversion Agreement by and between Astoria
Financial Corporation and Mr. Franklyn Berkowitz - This
exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this
Form 10-K pursuant to Item 14(c) of this report. (10)
10.39 Agreement and Plan of Merger dated as of the 29th Day of
March, 1997, as amended, by and among Astoria Financial
Corporation, Astoria Federal Savings and Loan Association
and The Greater New York Savings Bank. (9)
11.1 Statement regarding computation of earnings per share. (10)
13.1 1997 Annual Report to Stockholders. (10)
21.1 Subsidiaries of Astoria Financial Corporation. (10)
23 Consent of Independent Auditors. (10)
27 Financial Data Schedule - Year Ended December 31, 1997. (10)
27.1 Restated Financial Data Schedule - Year Ended December 31, 1996. *
27.2 Restated Financial Data Schedule - Quarter Ended March 31, 1997. *
27.3 Restated Financial Data Schedule - Quarter Ended June 30, 1997. *
27.4 Restated Financial Data Schedule - Quarter Ended September 30, 1997. *
27.5 Restated Financial Data Schedule - Quarter Ended March 31, 1996. *
27.6 Restated Financial Data Schedule - Quarter Ended June 30, 1996. *
27.7 Restated Financial Data Schedule - Quarter Ended September 30, 1996. *
</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
EXHIBIT INDEX SEQUENTIAL
PAGE
EXHIBIT NO. IDENTIFICATION OF EXHIBIT NUMBER
- ----------- ------------------------- ------
<S> <C>
99.1 Proxy Statement for the Annual Meeting of Shareholders
held on May 6, 1998, which was filed with the SEC on April
3, 1998, is incorporated herein by reference.
* Filed herewith
(1) Incorporated by reference to Astoria Financial Corporation's
Annual Report on Form 10-K for the fiscal year ended December
31, 1993, filed with the Securities and Exchange Commission on
March 30, 1994.
(2) Incorporated by reference to Astoria Financial Corporation's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994, filed with the Securities and Exchange Commission on
March 15, 1995.
(3) Incorporated by reference to Astoria Financial Corporation's
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, filed with the Securities and Exchange Commission on
March 29, 1996.
(4) Incorporated by reference to Astoria Financial Corporation's
Registration Statement on Form 8-A dated July 17, 1996 and
filed with the Securities and Exchange Commission in August
1996.
(5) Incorporated by reference to Astoria Financial Corporation's
Current Report on Form 8-K, dated January 31, 1995 and filed
with the Securities and Exchange Commission on February 9,
1995.
(6) Incorporated by reference to Form S-3 Registration Statement
as filed with the Securities and Exchange Commission on
October 23, 1995.
(7) Incorporated by reference to Astoria Financial Corporation's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996, filed with the Securities and Exchange Commission on
March 28, 1997.
(8) Incorporated by reference to Form S-4 Registration Statement
as filed with the Securities and Exchange Commission on June
24, 1997.
(9) Incorporated by reference to Astoria Financial Corporation's
Current Report on Form 8-K, dated March 31, 1997 as filed with
the Securities and Exchange Commission on March 31, 1997.
(10) Incorporated by reference to Astoria Financial Corporation's
Annual Report on Form 10-K for the fiscal year ended December
31, 1997, filed with the Securities and Exchange Commission on
March 25, 1998.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Statement of Financial Condition as of December 31, 1996
and the Condensed Consolidated Statement of Operations for the twelve months
ended December 31, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 18,923
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 56,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,296,662
<INVESTMENTS-CARRYING> 1,961,015
<INVESTMENTS-MARKET> 1,946,345
<LOANS> 2,651,416
<ALLOWANCE> 14,089
<TOTAL-ASSETS> 7,272,763
<DEPOSITS> 4,513,093
<SHORT-TERM> 376,000
<LIABILITIES-OTHER> 59,327
<LONG-TERM> 1,735,514
0
0
<COMMON> 264
<OTHER-SE> 588,565
<TOTAL-LIABILITIES-AND-EQUITY> 7,272,763
<INTEREST-LOAN> 193,240
<INTEREST-INVEST> 297,934
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 491,174
<INTEREST-DEPOSIT> 191,746
<INTEREST-EXPENSE> 112,735
<INTEREST-INCOME-NET> 186,693
<LOAN-LOSSES> 3,963
<SECURITIES-GAINS> 1,618
<EXPENSE-OTHER> 8,837
<INCOME-PRETAX> 67,528
<INCOME-PRE-EXTRAORDINARY> 36,853
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36,853
<EPS-PRIMARY> 1.87
<EPS-DILUTED> 1.79
<YIELD-ACTUAL> 2.77
<LOANS-NON> 26,064
<LOANS-PAST> 7,396
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 6,287
<ALLOWANCE-OPEN> 13,495
<CHARGE-OFFS> 4,493
<RECOVERIES> 1,124
<ALLOWANCE-CLOSE> 14,089
<ALLOWANCE-DOMESTIC> 14,089
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Statement of Financial Condition as of March 31, 1997
(Unaudited) and the Condensed Consolidated Statement of Operations for the three
months ended March 31, 1997 (Unaudited) and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 22,674
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 81,518
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,430,970
<INVESTMENTS-CARRYING> 2,080,739
<INVESTMENTS-MARKET> 2,041,758
<LOANS> 2,777,562
<ALLOWANCE> 14,024
<TOTAL-ASSETS> 7,689,409
<DEPOSITS> 4,494,230
<SHORT-TERM> 455,000
<LIABILITIES-OTHER> 70,310
<LONG-TERM> 2,085,477
0
0
<COMMON> 264
<OTHER-SE> 584,128
<TOTAL-LIABILITIES-AND-EQUITY> 7,689,409
<INTEREST-LOAN> 54,000
<INTEREST-INVEST> 75,073
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 129,073
<INTEREST-DEPOSIT> 47,559
<INTEREST-EXPENSE> 79,617
<INTEREST-INCOME-NET> 49,456
<LOAN-LOSSES> 500
<SECURITIES-GAINS> 378
<EXPENSE-OTHER> 25,869
<INCOME-PRETAX> 26,382
<INCOME-PRE-EXTRAORDINARY> 15,434
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,434
<EPS-PRIMARY> 0.79
<EPS-DILUTED> 0.74
<YIELD-ACTUAL> 2.77
<LOANS-NON> 23,097
<LOANS-PAST> 5,208
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 5,115
<ALLOWANCE-OPEN> 14,089
<CHARGE-OFFS> 1,194
<RECOVERIES> 629
<ALLOWANCE-CLOSE> 14,024
<ALLOWANCE-DOMESTIC> 14,024
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Statement of Financial Condition as of June 30, 1997
(Unaudited) and the Condensed Consolidated Statement of Operations for the six
months ended June 30, 1997 (Unaudited) and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 17,026
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 162,586
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1,955,046
<INVESTMENTS-CARRYING> 2,167,309
<INVESTMENTS-MARKET> 2,158,036
<LOANS> 3,085,322
<ALLOWANCE> 14,927
<TOTAL-ASSETS> 7,664,495
<DEPOSITS> 4,545,241
<SHORT-TERM> 525,577
<LIABILITIES-OTHER> 73,470
<LONG-TERM> 1,920,440
0
0
<COMMON> 264
<OTHER-SE> 599,503
<TOTAL-LIABILITIES-AND-EQUITY> 7,664,495
<INTEREST-LOAN> 112,235
<INTEREST-INVEST> 152,250
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 264,485
<INTEREST-DEPOSIT> 96,494
<INTEREST-EXPENSE> 165,584
<INTEREST-INCOME-NET> 98,901
<LOAN-LOSSES> 1,914
<SECURITIES-GAINS> 1,516
<EXPENSE-OTHER> 52,105
<INCOME-PRETAX> 52,532
<INCOME-PRE-EXTRAORDINARY> 30,641
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,641
<EPS-PRIMARY> 1.59
<EPS-DILUTED> 1.48
<YIELD-ACTUAL> 2.70
<LOANS-NON> 23,871
<LOANS-PAST> 4,980
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 4,683
<ALLOWANCE-OPEN> 14,089
<CHARGE-OFFS> 1,934
<RECOVERIES> 859
<ALLOWANCE-CLOSE> 14,927
<ALLOWANCE-DOMESTIC> 14,927
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Statement of Financial Condition as of September 30, 1997
(Unaudited) and the Condensed Consolidated Statement of Operations for the nine
months ended September 30, 1997 (Unaudited) and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 96,537
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 67,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1,860,464
<INVESTMENTS-CARRYING> 2,258,070
<INVESTMENTS-MARKET> 2,265,747
<LOANS> 3,365,417
<ALLOWANCE> 14,464
<TOTAL-ASSETS> 7,904,363
<DEPOSITS> 4,559,692
<SHORT-TERM> 415,000
<LIABILITIES-OTHER> 98,378
<LONG-TERM> 2,221,509
0
0
<COMMON> 264
<OTHER-SE> 609,520
<TOTAL-LIABILITIES-AND-EQUITY> 7,904,363
<INTEREST-LOAN> 175,908
<INTEREST-INVEST> 225,552
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 401,460
<INTEREST-DEPOSIT> 146,277
<INTEREST-EXPENSE> 252,467
<INTEREST-INCOME-NET> 148,993
<LOAN-LOSSES> 2,809
<SECURITIES-GAINS> 4,695
<EXPENSE-OTHER> 78,306
<INCOME-PRETAX> 82,076
<INCOME-PRE-EXTRAORDINARY> 47,533
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 47,533
<EPS-PRIMARY> 2.48
<EPS-DILUTED> 2.31
<YIELD-ACTUAL> 2.70
<LOANS-NON> 21,451
<LOANS-PAST> 5,159
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 5,894
<ALLOWANCE-OPEN> 14,089
<CHARGE-OFFS> 3,508
<RECOVERIES> 1,074
<ALLOWANCE-CLOSE> 14,464
<ALLOWANCE-DOMESTIC> 14,464
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Statement of Financial Condition as of March 31, 1996
(Unaudited) and the Condensed Consolidated Statement of Operations for the three
months ended March 31, 1996 (Unaudited) and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 34,376
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 25,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,486,555
<INVESTMENTS-CARRYING> 1,696,311
<INVESTMENTS-MARKET> 1,680,881
<LOANS> 2,164,129
<ALLOWANCE> 13,397
<TOTAL-ASSETS> 6,708,166
<DEPOSITS> 4,307,289
<SHORT-TERM> 541,000
<LIABILITIES-OTHER> 56,107
<LONG-TERM> 1,230,508
0
0
<COMMON> 132
<OTHER-SE> 573,130
<TOTAL-LIABILITIES-AND-EQUITY> 6,708,166
<INTEREST-LOAN> 44,049
<INTEREST-INVEST> 71,785
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 115,834
<INTEREST-DEPOSIT> 46,041
<INTEREST-EXPENSE> 71,100
<INTEREST-INCOME-NET> 44,734
<LOAN-LOSSES> 522
<SECURITIES-GAINS> 762
<EXPENSE-OTHER> 26,098
<INCOME-PRETAX> 26,324
<INCOME-PRE-EXTRAORDINARY> 14,718
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,718
<EPS-PRIMARY> 0.73
<EPS-DILUTED> 0.69
<YIELD-ACTUAL> 2.81
<LOANS-NON> 33,975
<LOANS-PAST> 5,402
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 8,526
<ALLOWANCE-OPEN> 13,495
<CHARGE-OFFS> 641
<RECOVERIES> 21
<ALLOWANCE-CLOSE> 13,397
<ALLOWANCE-DOMESTIC> 13,397
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Statement of Financial Condition as of June 30, 1996
(Unaudited) and the Condensed Consolidated Statement of Operations for the six
months ended June 30, 1996 (Unaudited) and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 27,086
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 22,200
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,457,716
<INVESTMENTS-CARRYING> 1,848,484
<INVESTMENTS-MARKET> 1,810,026
<LOANS> 2,406,232
<ALLOWANCE> 13,355
<TOTAL-ASSETS> 7,078,383
<DEPOSITS> 4,478,148
<SHORT-TERM> 781,349
<LIABILITIES-OTHER> 41,678
<LONG-TERM> 1,215,541
0
0
<COMMON> 264
<OTHER-SE> 561,403
<TOTAL-LIABILITIES-AND-EQUITY> 7,078,383
<INTEREST-LOAN> 90,527
<INTEREST-INVEST> 146,549
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 237,076
<INTEREST-DEPOSIT> 93,129
<INTEREST-EXPENSE> 145,518
<INTEREST-INCOME-NET> 91,558
<LOAN-LOSSES> 2,564
<SECURITIES-GAINS> 1,280
<EXPENSE-OTHER> 52,943
<INCOME-PRETAX> 47,296
<INCOME-PRE-EXTRAORDINARY> 26,428
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26,428
<EPS-PRIMARY> 1.33
<EPS-DILUTED> 1.26
<YIELD-ACTUAL> 2.81
<LOANS-NON> 31,619
<LOANS-PAST> 6,619
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 8,095
<ALLOWANCE-OPEN> 13,495
<CHARGE-OFFS> 2,792
<RECOVERIES> 68
<ALLOWANCE-CLOSE> 13,355
<ALLOWANCE-DOMESTIC> 13,355
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Statement of Financial Condition as of September 30, 1996
(Unaudited) and the Condensed Consolidated Statement of Operations for the nine
months ended September 30, 1996 (Unaudited) and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 15,780
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 44,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,363,287
<INVESTMENTS-CARRYING> 1,978,375
<INVESTMENTS-MARKET> 1,946,806
<LOANS> 2,562,637
<ALLOWANCE> 14,024
<TOTAL-ASSETS> 7,266,185
<DEPOSITS> 4,521,148
<SHORT-TERM> 622,847
<LIABILITIES-OTHER> 75,396
<LONG-TERM> 1,480,550
0
0
<COMMON> 264
<OTHER-SE> 565,980
<TOTAL-LIABILITIES-AND-EQUITY> 7,266,185
<INTEREST-LOAN> 141,077
<INTEREST-INVEST> 222,715
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 363,792
<INTEREST-DEPOSIT> 142,459
<INTEREST-EXPENSE> 224,630
<INTEREST-INCOME-NET> 139,162
<LOAN-LOSSES> 3,522
<SECURITIES-GAINS> 1,331
<EXPENSE-OTHER> 107,531
<INCOME-PRETAX> 42,754
<INCOME-PRE-EXTRAORDINARY> 23,206
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,206
<EPS-PRIMARY> 1.18
<EPS-DILUTED> 1.14
<YIELD-ACTUAL> 2.79
<LOANS-NON> 26,248
<LOANS-PAST> 5,874
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 3,854
<ALLOWANCE-OPEN> 13,495
<CHARGE-OFFS> 3,383
<RECOVERIES> 390
<ALLOWANCE-CLOSE> 14,024
<ALLOWANCE-DOMESTIC> 14,024
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
