ASTORIA FINANCIAL CORPORATION (NYSE:AF) Files An 8-K Other Events
Item 8.01 Other Events
On June 6, 2017, Astoria Financial Corporation (“Astoria” or
the “Company”) and Sterling Bancorp (“Sterling”) entered
into an agreement in principle to settle claims brought by
plaintiffs in certain putative class actions captioned as
follows: Jenkins v. Astoria Financial Corporation, et al (Case
No. 1:17-cv-02608) brought in the United States District Court
for the Eastern District of New York; Minzer v. Astoria
Financial Corporation, et al (Case No. 2017-0284) brought in
the Court of Chancery of the State of Delaware; MSS 1209 Trust
v. Astoria Financial Corporation, et al (Index No. 602161/2017)
brought in the Supreme Court of the State of New York in Nassau
County; O’Connell v. Astoria Financial Corporation, et al
(Index No. 603703/2017) brought in the Supreme Court of the
State of New York in Nassau County; and Parshall v. Astoria
Financial Corporation, et al (Case No. 2:17-cv-02165) brought
in the United States District Court for the Eastern District of
New York (collectively, the “Astoria Merger Class Actions”).
the “Company”) and Sterling Bancorp (“Sterling”) entered
into an agreement in principle to settle claims brought by
plaintiffs in certain putative class actions captioned as
follows: Jenkins v. Astoria Financial Corporation, et al (Case
No. 1:17-cv-02608) brought in the United States District Court
for the Eastern District of New York; Minzer v. Astoria
Financial Corporation, et al (Case No. 2017-0284) brought in
the Court of Chancery of the State of Delaware; MSS 1209 Trust
v. Astoria Financial Corporation, et al (Index No. 602161/2017)
brought in the Supreme Court of the State of New York in Nassau
County; O’Connell v. Astoria Financial Corporation, et al
(Index No. 603703/2017) brought in the Supreme Court of the
State of New York in Nassau County; and Parshall v. Astoria
Financial Corporation, et al (Case No. 2:17-cv-02165) brought
in the United States District Court for the Eastern District of
New York (collectively, the “Astoria Merger Class Actions”).
The Astoria Merger Class Actions relate to the Agreement and
Plan of Merger, by and between Astoria and Sterling, dated as
of March 6, 2017 (the “Merger Agreement”). Under the
agreement in principle, the Company and Sterling agreed to make
certain additional information available to Astoria
shareholders and Sterling shareholders. The additional
information is contained in the first supplement (the “First
Supplement”) to the joint proxy statement/prospectus of the
Company and Sterling, dated April 28, 2017 (the “Joint Proxy
Statement/Prospectus”) attached as Exhibit 99.1 to this
Current Report on Form 8-K. The First Supplement should be read
in conjunction with the Joint Proxy Statement/Prospectus and
the documents incorporated by reference therein.
Plan of Merger, by and between Astoria and Sterling, dated as
of March 6, 2017 (the “Merger Agreement”). Under the
agreement in principle, the Company and Sterling agreed to make
certain additional information available to Astoria
shareholders and Sterling shareholders. The additional
information is contained in the first supplement (the “First
Supplement”) to the joint proxy statement/prospectus of the
Company and Sterling, dated April 28, 2017 (the “Joint Proxy
Statement/Prospectus”) attached as Exhibit 99.1 to this
Current Report on Form 8-K. The First Supplement should be read
in conjunction with the Joint Proxy Statement/Prospectus and
the documents incorporated by reference therein.
In addition, a separate putative class action captioned
Garfield v. Sterling Bancorp, et al (Index No. 031888/2017),
putatively brought on behalf of Sterling’s shareholders, is
currently pending before the Supreme Court of the State of New
York in Rockland County (the “Garfield Class Action” and,
with the Astoria Merger Class Actions, the “Merger Class
Actions”). The Garfield Class Action also relates to the
Merger Agreement. Sterling and Astoria have agreed to make
certain additional information available to Astoria
shareholders and Sterling shareholders in contemplation of a
potential settlement of the Garfield Class Action. The
additional information is contained in the second supplement
(the “Second Supplement”) to the Joint Proxy
Statement/Prospectus attached as Exhibit 99.2 to this Current
Report on Form 8-K. The Second Supplement should be read in
conjunction with the Joint Proxy Statement/Prospectus and the
documents incorporated by reference therein.
Garfield v. Sterling Bancorp, et al (Index No. 031888/2017),
putatively brought on behalf of Sterling’s shareholders, is
currently pending before the Supreme Court of the State of New
York in Rockland County (the “Garfield Class Action” and,
with the Astoria Merger Class Actions, the “Merger Class
Actions”). The Garfield Class Action also relates to the
Merger Agreement. Sterling and Astoria have agreed to make
certain additional information available to Astoria
shareholders and Sterling shareholders in contemplation of a
potential settlement of the Garfield Class Action. The
additional information is contained in the second supplement
(the “Second Supplement”) to the Joint Proxy
Statement/Prospectus attached as Exhibit 99.2 to this Current
Report on Form 8-K. The Second Supplement should be read in
conjunction with the Joint Proxy Statement/Prospectus and the
documents incorporated by reference therein.
Important Additional Information
Investors and stockholders are urged to carefully review and
consider each of Sterling’s and Astoria’s public filings
with the SEC, including but not limited to their Annual
Reports on Form 10-K, their proxy statements, their Current
Reports on Form 8-K and their Quarterly Reports on Form 10-Q.
The documents filed by Sterling with the SEC may be obtained
free of charge at Sterling’s website at
www.sterlingbancorp.com or at the SEC’s website at
www.sec.gov. These documents may also be obtained free of
charge from Sterling by requesting them in writing to
Sterling Bancorp, 400 Rella Boulevard, Montebello, New York
10901, Attention: Investor Relations, or by telephone at
(845) 369-8040.
consider each of Sterling’s and Astoria’s public filings
with the SEC, including but not limited to their Annual
Reports on Form 10-K, their proxy statements, their Current
Reports on Form 8-K and their Quarterly Reports on Form 10-Q.
The documents filed by Sterling with the SEC may be obtained
free of charge at Sterling’s website at
www.sterlingbancorp.com or at the SEC’s website at
www.sec.gov. These documents may also be obtained free of
charge from Sterling by requesting them in writing to
Sterling Bancorp, 400 Rella Boulevard, Montebello, New York
10901, Attention: Investor Relations, or by telephone at
(845) 369-8040.
The documents filed by Astoria with the SEC may be obtained
free of charge at Astoria’s website at www.astoriabank.com
or at the SEC’s website at www.sec.gov. These documents may
also be obtained free of charge from Astoria by requesting
them in writing to Astoria, c/o Astoria Bank, One Astoria
Bank Plaza, Lake Success, New York 11042, Attention: Investor
Relations, or by telephone at (516) 327-7877.
free of charge at Astoria’s website at www.astoriabank.com
or at the SEC’s website at www.sec.gov. These documents may
also be obtained free of charge from Astoria by requesting
them in writing to Astoria, c/o Astoria Bank, One Astoria
Bank Plaza, Lake Success, New York 11042, Attention: Investor
Relations, or by telephone at (516) 327-7877.
This communication is being made in respect of the Merger.
This communication shall not constitute an offer to sell or
the solicitation of an offer to buy any securities. In
connection with the Merger, Sterling has filed with the SEC
and the SEC has declared effective, a registration statement
on Form S-4 (File No. 333-217153) (the “Form S-4”) which
includes the Joint Proxy Statement/Prospectus, and other
documents regarding the Merger. Before making any voting or
investment decision, investors and stockholders of Sterling
and Astoria are urged to carefully read the entire Form S-4
and the Joint Proxy Statement/Prospectus, as well as any
amendments or supplements to these documents and any other
relevant documents filed with the SEC, because they contain
important information about the Merger, Sterling and Astoria.
Investors and stockholders can obtain the Form S-4 and the
Joint Proxy Statement/Prospectus free of charge from the
SEC’s website or from Sterling or Astoria by writing to the
addresses provided for each company set forth in the
paragraphs above.
This communication shall not constitute an offer to sell or
the solicitation of an offer to buy any securities. In
connection with the Merger, Sterling has filed with the SEC
and the SEC has declared effective, a registration statement
on Form S-4 (File No. 333-217153) (the “Form S-4”) which
includes the Joint Proxy Statement/Prospectus, and other
documents regarding the Merger. Before making any voting or
investment decision, investors and stockholders of Sterling
and Astoria are urged to carefully read the entire Form S-4
and the Joint Proxy Statement/Prospectus, as well as any
amendments or supplements to these documents and any other
relevant documents filed with the SEC, because they contain
important information about the Merger, Sterling and Astoria.
Investors and stockholders can obtain the Form S-4 and the
Joint Proxy Statement/Prospectus free of charge from the
SEC’s website or from Sterling or Astoria by writing to the
addresses provided for each company set forth in the
paragraphs above.
Sterling, Astoria, their directors, executive officers and
certain other persons may be deemed participants in the
solicitation of proxies from Astoria stockholders in
connection with the proposed Merger. Information about the
directors and executive officers of Sterling and their
ownership of Sterling common stock and the directors and
executive officers of Astoria and their ownership of Astoria
common stock is set forth in the Joint Proxy
Statement/Prospectus. Free copies of the Joint Proxy
Statement/Prospectus may be obtained as described in the
paragraphs above.
certain other persons may be deemed participants in the
solicitation of proxies from Astoria stockholders in
connection with the proposed Merger. Information about the
directors and executive officers of Sterling and their
ownership of Sterling common stock and the directors and
executive officers of Astoria and their ownership of Astoria
common stock is set forth in the Joint Proxy
Statement/Prospectus. Free copies of the Joint Proxy
Statement/Prospectus may be obtained as described in the
paragraphs above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are furnished as part of this Report:
| 99.1 |
Supplement dated June 6, 2017 to the Joint Proxy Statement/Prospectus dated April 28, 2017. |
| 99.2 |
Supplement dated June 6, 2017 to the Joint Proxy Statement/Prospectus dated April 28, 2017. |
About ASTORIA FINANCIAL CORPORATION (NYSE:AF)
Astoria Financial Corporation is the unitary savings and loan holding company of Astoria Bank and its subsidiaries. The Company’s principal business is the operation of its subsidiary, Astoria Bank, which is a local, community-oriented bank. Astoria Bank’s business is attracting retail deposits from the general public and businesses and investing those deposits, together with funds generated from operations, principal repayments on loans and securities and borrowings, in multi-family and commercial real estate mortgage loans, one- to four- family, or residential, mortgage loans, and mortgage-backed securities. Astoria Bank also invests in consumer and other loans, the United States Government, government agency and government-sponsored enterprise (GSE), securities and other investments. The Company offers negotiable order of withdrawal (NOW) and demand deposit accounts, money market accounts, passbook and statement savings accounts, and certificates of deposit.