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LOGO
ASTORIA FINANCIAL
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CORPORATION
PROXY STATEMENT SUPPLEMENT
This Proxy Statement Supplement is being sent to you as a supplement to the
proxy statement sent to you by Astoria Financial Corporation ("AFC"), dated
April 2, 1998, in connection with the 1998 Annual Meeting of Shareholders of
AFC (the "Proxy Statement"). The Proxy Statement contains a proposal to amend
the certificate of incorporation of AFC to increase the authorized common
stock of AFC, par value $0.01 per share (the "AFC Common Stock"), from
70,000,000 shares to 200,000,000 shares (the "Proposal"). AFC currently has
39,804,197 shares of authorized but unissued Common Stock.
On April 2, 1998, Long Island Bancorp, Inc. ("LIB"), a Delaware corporation,
agreed to merge with and into AFC (the "Merger"). Pursuant to the Agreement
and Plan of Merger, between AFC and LIB, dated as of April 2, 1998 (the
"Merger Agreement"), AFC will issue 1.15 shares of AFC Common Stock for each
share of common stock of LIB, par value $0.01 per share ("LIB Common Stock"),
issued and outstanding at the date of the closing, and will be required to
issue or reserve 2,105,747 shares of AFC Common Stock for the shares of LIB
Common Stock currently reserved for LIB option plans or required pursuant to
the Merger Agreement. Based on the closing share prices of the AFC Common
Stock and the LIB Common Stock on April 2, 1998, AFC would be required to
issue 29,631,275 shares of AFC Common Stock to satisfy such requirements of
the Merger Agreement. Assuming the issuance and reservation of such shares,
AFC would have 10,172,922 remaining shares of authorized but unissued AFC
Common Stock not otherwise reserved for issuance.
A vote on the Proposal is not a vote to approve or disapprove the Merger
Agreement. We expect to call a separate AFC shareholder meeting in August 1998
to approve the Merger.
Although completion of the Merger is not contingent upon approval of the
Proposal, and vice versa, the board of directors of AFC (the "Board")
continues to believe that it is in the best interests of AFC and its
shareholders to increase the number of authorized shares of AFC Common Stock
in order for AFC to meet a variety of business needs, as they may arise, and
to enhance AFC's flexibility in connection with possible future actions. Such
business needs and actions may include stock dividends, stock splits,
corporate business combinations, funding of business acquisitions, employee
benefit programs and other corporate purposes. Accordingly, the Board believes
that the Proposal should be approved at the Annual Meeting.
IF YOU HAVE NOT ALREADY DONE SO, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY
RETURN THE PROXY CARD PREVIOUSLY SENT TO YOU WITH THE PROXY STATEMENT IN THE
POSTAGE-PAID ENVELOPE INCLUDED THEREWITH. If you require an additional proxy
card to vote your shares of AFC Common Stock, please call Peter J. Cunningham
at (516) 327-7877.
Dated: April 14, 1998
