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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ASTORIA FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 11-3170868
(State or other (IRS Employer Identification No.)
jurisdiction of
incorporation)
ONE ASTORIA FEDERAL PLAZA
LAKE SUCCESS, NEW YORK 11042-1085
(Address of principal executive offices)
ASTORIA CAPITAL TRUST I
(Exact name of Co-Registrant as specified in its trust agreement)
DELAWARE 11-6537234
(State or other (IRS Employer Identification No.)
jurisdiction of
incorporation)
ONE ASTORIA FEDERAL PLAZA
LAKE SUCCESS, NEW YORK 11042-1085
(Address of principal executive offices)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box. [X]
Securities Act Registration Statement File Number to which this form
relates: 333-30792 and 333-30792.01
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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None Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
9.75% Capital Securities, Series B
(Guarantee by Astoria Financial Corporation
with respect to the Capital Securities)
(TITLE OF CLASS)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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The title of the class of securities to be registered hereunder is 9.75% Capital
Securities, Series B, referred to as the Capital Securities, issued by Astoria
Capital Trust I and guaranteed by Astoria Financial Corporation, or the
Corporation, to the extent set forth in the Series B Capital Securities
Guarantee described below. For a description of the Capital Securities as
required by Item 202 of Regulation S-K, and in accordance with the Instruction
to Item 1 of Form 8-A, see the information set forth under the following
captions in a prospectus included as a part of a registration statement on Form
S-4 (File Nos. 333-30792 and 333-30792), filed with the Securities and Exchange
Commission, or the Commission, on February 18, 2000, and declared effective by
the Commission on March 10, 2000, referred to as the Registration Statement, and
in a Rule 462(b) prospectus filed pursuant to Rule 424(b) under the Securities
Act of 1933 with the Commission on March 10, 2000, which information is
incorporated herein by reference: "DESCRIPTION OF EXCHANGE CAPITAL SECURITIES,"
DESCRIPTION OF EXCHANGE DEBENTURES," "DESCRIPTION OF EXCHANGE GUARANTEE,"
"DESCRIPTION OF ORIGINAL SECURITIES" AND "RELATIONSHIP AMONG THE EXCHANGE
CAPITAL SECURITIES, THE EXCHANGE DEBENTURES AND THE EXCHANGE GUARANTEE".
ITEM 2. EXHIBITS.
1. Indenture between Astoria Financial Corporation and Wilmington
Trust Company, as Debenture Trustee, dated as of October 28,
1999, relating to the Junior Subordinated Debentures
(incorporated herein by reference to Exhibit 4.1 of the
Registration Statement).
2. Certificate of Trust of Astoria Capital Trust I, dated as of
October 19, 1999 (incorporated herein by reference to Exhibit
4.3 of the Registration Statement).
3. Declaration of Trust of Astoria Capital Trust I, dated as of
October 18, 1999 (incorporated herein by reference to Exhibit
4.4 of the Registration Statement).
4. Amended and Restated Declaration of Trust for Astoria Capital
Trust I, dated as of October 28, 1999 (incorporated herein by
reference to Exhibit 4.5 of the Registration Statement).
5. Form of Exchange Capital Security Certificate for Astoria
Capital Trust I (incorporated herein by reference to Exhibit
4.7 of the Registration Statement).
6. Series A Capital Securities Guarantee Agreement of Astoria
Financial Corporation and Wilmington Trust Company, dated as
of October 28, 1999 (incorporated herein by reference to
Exhibit 4.9 of the Registration Statement).
7. Series B Capital Securities Guarantee Agreement of Astoria
Financial Corporation and Wilmington Trust Company, dated as
of February 15, 2000 (incorporated herein by reference to
Exhibit 4.10 of the Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
ASTORIA FINANCIAL CORPORATION
By: /s/ Alan P. Eggleston
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Alan P. Eggleston
Executive Vice President and
General Counsel
Dated: March 15, 2000
