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): October 25, 1999
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
NOT APPLICABLE
(Former name or former address, if changed since last report)
<PAGE>
ITEMS 1 THROUGH 4, 6, 8 & 9. NOT APPLICABLE
ITEM 5. OTHER EVENTS.
Astoria Financial Corporation, announced today that it has sold trust
preferred securities in the aggregate amount of $125.0 million through Astoria
Capital Trust I, its trust affiliate formed for the purpose of the offering. The
securities issued in the offering were sold in a private transaction pursuant to
an applicable exemption from registration under the Securities Act of 1933, as
amended (the "Act") and have not been registered under the Act.
A press release, issued on October 25, 1999, detailing the foregoing is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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
----------- -----------
99.1 Press Release issued October 25, 1999
<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/ Alan P. Eggleston
-----------------------------------------
Alan P. Eggleston, Esq.
Senior Vice President and General Counsel
Dated: October 25, 1999
2
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
99.1 Press Release issued October 25, 1999
3
EXHIBIT 99.1
<PAGE>
[Letterhead of Astoria Financial Corporation]
CONTACT: PETER J. CUNNINGHAM
FIRST VICE PRESIDENT
INVESTOR RELATIONS
(516) 327-7877
FOR IMMEDIATE RELEASE
ASTORIA FINANCIAL CORPORATION SELLS $125.0 MILLION
OF TRUST PREFERRED SECURITIES
LAKE SUCCESS, NEW YORK - OCTOBER 25, 1999 -- Astoria Financial Corporation
(Nasdaq:ASFC), announced today that it has sold trust preferred securities in
the aggregate amount of $125.0 million through Astoria Capital Trust I, its
trust affiliate formed for the purpose of the offering. The securities issued in
the offering were sold in a private transaction pursuant to an applicable
exemption from registration under the Securities Act of 1933, as amended (the
"Act") and have not been registered under the Act. The securities may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. The securities have an offering price
of $1,000 per security and will receive distributions at a fixed rate of
interest of 9.75% per annum. The closing for the offering is expected to take
place on Thursday, October 28, 1999.
Astoria Capital Trust I intends to use the proceeds from the sale of
the 9.75% trust preferred securities to purchase Junior Subordinated Debentures
of Astoria Financial. Astoria Financial intends to invest approximately $31
million of the net proceeds in Astoria Federal Savings and Loan Association, its
savings and loan association subsidiary, to increase its capital levels. We also
intend to use the remaining net proceeds for general corporate purposes,
including the repurchase of our common stock.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities law of any such state.
1
<PAGE>
Astoria Financial Corporation, the holding company for Astoria Federal
Savings and Loan Association with assets of $22.9 billion, is the largest thrift
institution in New York and sixth largest in the United States. Astoria Federal,
through its 87 banking offices, provides retail banking, mortgage and consumer
loan services to 700,000 customers. Astoria Federal commands the second largest
deposit market share in the attractive Long Island market, which includes
Brooklyn, Queens, Nassau and Suffolk counties with a population exceeding that
of 39 individual states. Astoria Federal originates mortgage loans through its
banking and loan production offices in the metropolitan New York area and
through an extensive broker network in thirteen states: New York, New Jersey,
Connecticut, Pennsylvania, Massachusetts, Delaware, Maryland, Ohio, Virginia,
North Carolina, South Carolina, Georgia and Florida.
Note: Astoria Financial Corporation's news releases are available on its web
site: HTTP://WWW.ASFC.COM or by fax, at no charge, through PR Newswire's
"Company News on Call" at (800) 758-5804, extension 104529.
THIS RELEASE MAY CONTAIN CERTAIN FORWARD-LOOKING STATEMENTS AND MAY BE
IDENTIFIED BY THE USE OF SUCH WORDS AS "BELIEVE," "EXPECT," "ANTICIPATE,"
"SHOULD," "PLANNED," "ESTIMATED," AND "POTENTIAL." EXAMPLES OF FORWARD LOOKING
STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, ESTIMATES WITH RESPECT TO OUR
FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS THAT ARE SUBJECT TO
VARIOUS FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THESE
ESTIMATES. THESE FACTORS 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 OUR
OPERATIONS, PRICING, PRODUCTS, AND SERVICES.
2
