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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): April 12, 2000
ASTORIA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-22228 11-3170868
(State or other (Commission (IRS Employer
jurisdiction of File Identification
incorporation) Number) No.)
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)
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ITEMS 1 THROUGH 4, 6, 8 & 9. NOT APPLICABLE
ITEM 5. OTHER EVENTS.
Astoria Financial Corporation announced today that its subsidiary,
Astoria Capital Trust I, is extending its offer to exchange its 9.75% Capital
Securities, Series B (liquidation amount $1,000 per capital security), which
have been registered under the Securities Act of 1933, as amended, to April 21,
2000. The extension is intended to allow additional time for holders of
remaining outstanding 9.75% Capital Securities, Series A (liquidation amount
$1,000 per capital security), to tender in exchange for the 9.75% Capital
Securities, Series B.
A press release, issued on April 12, 2000, describing 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
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99.1 Press Release issued April 12, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, 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 and General
Counsel
Dated: April 12, 2000
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EXHIBIT INDEX
Exhibit Description
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99.1 Press Release issued April 12, 2000
EXHIBIT 99.1
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[Letterhead of Astoria Financial Corporation]
CONTACT: PETER J. CUNNINGHAM
FIRST VICE PRESIDENT
INVESTOR RELATIONS
(516) 327-7877
FOR IMMEDIATE RELEASE
ASTORIA FINANCIAL CORPORATION AND ASTORIA CAPITAL
TRUST I EXTEND THE EXPIRATION DATE OF THE EXCHANGE
OFFER FOR ITS 9.75% CAPITAL SECURITIES TO APRIL 21, 2000
LAKE SUCCESS, NEW YORK - APRIL 12, 2000 -- Astoria Financial Corporation
(Nasdaq:ASFC), announced today that its subsidiary, Astoria Capital Trust I, was
extending its offer to exchange its 9.75% Capital Securities, Series B
(liquidation amount $1,000 per capital security), which have been registered
under the Securities Act of 1933, as amended, for any and all of its outstanding
9.75% Capital Securities, Series A (liquidation amount $1,000 per capital
security), to 5:00 p.m., New York City time, on April 21, 2000. The original
expiration date for this exchange offer was 5:00 p.m., New York City time, on
April 12, 2000, at which point, all but $5.5 million of the $125,000,000
aggregate liquidation amount of the outstanding 9.75% Capital Securities, Series
A, had been tendered for exchange. The extension is intended to allow additional
time for the holders of the remaining outstanding 9.75% Capital Securities,
Series A, to tender in exchange for the 9.75% Capital Securities, Series B. As a
result of the extension, tenders of 9.75% Capital Securities, Series A, received
to date, may continue to be withdrawn at any time on or prior to the new
expiration date.
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
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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 SHALL NOT CONSTITUTE AN OFFER OR THE SOLICITATION OF AN OFFER TO
EXCHANGE CAPITAL SECURITIES. THE EXCHANGE OFFER HAS AND WILL ONLY BE MADE BY THE
PROSPECTUS (THE "PROSPECTUS"), DATED AND DECLARED EFFECTIVE BY THE SECURITIES
AND EXCHANGE COMMISSION (THE "SEC") ON MARCH 10, 2000. THE CAPITAL SECURITIES
ARE NOT DEPOSITS OR ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. NEITHER THE SEC NOR ANY
STATE SECURITIES COMMISSION OR REGULATOR HAS APPROVED OR DISAPPROVED THE CAPITAL
SECURITIES OR DETERMINED THAT THE PROSPECTUS IS ACCURATE OR COMPLETE. IT IS
ILLEGAL FOR ANYONE TO TELL YOU OTHERWISE.
