8-K

united states

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): August 1, 2012

Astoria Financial Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-11967	11-3170868
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On August 1, 2012, Astoria Financial Corporation (the “Company”) called for redemption all of its outstanding 5.75% Senior Notes due 2012 (the “Notes”) pursuant to the optional redemption provisions of Section 3.7 of the Indenture, dated as of October 16, 2002 (the “Indenture”), between the Company and Wilmington Trust Company, as trustee (the “Trustee”). The Company will redeem all of the outstanding Notes ($250 million in aggregate principal amount) on September 13, 2012 (the “Redemption Date”) at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments on the Notes (including principal and interest) discounted to the Redemption Date, as calculated in accordance with the terms of the Indenture (the “Redemption Price”). A Notice of Full Redemption was sent to the registered holders of the Notes by the Trustee, at the direction of the Company, on August 1, 2012. A copy of the Notice of Full Redemption is filed as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Notice of Full Redemption, dated August 1, 2012.

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signature

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/ Thomas E. Lavery
	Thomas E. Lavery Senior Vice President and General Counsel

Dated: August 6, 2012

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Notice of Full Redemption, dated August 1, 2012.

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EX-99.1

Exhibit 99.1

[LETTERHEAD OF WILMINGTON TRUST COMPANY]

NOTICE OF FULL REDEMPTION

To the Holders of

Astoria Financial Corporation

5.75% Senior Notes Due 2012, Series B

CUSIP #046265AE4¹

NOTICE IS HEREBY GIVEN that, pursuant to the optional redemption provisions of Section 3.7 of the Indenture, dated as of October 16, 2002 (the “Indenture”), between Astoria Financial Corporation, a Delaware corporation (the “Company”), and Wilmington Trust Company, as trustee (the “Trustee”), and Section 5 of the 5.75% Senior Notes due 2012, Series B (the “Senior Notes”), the Company has called the Senior Notes for redemption. The Company will redeem all of the outstanding Senior Notes ($250 million in aggregate principal amount) on September 13, 2012 (the “Redemption Date”) at a redemption price equal to the greater of (1) 100% of the principal amount of the Senior Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments on the Senior Notes (including principal and interest) discounted to the date of redemption, as calculated in accordance with the terms of the Indenture (the “Redemption Price”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Indenture.

The Senior Notes called for redemption must be surrendered to the Trustee, as paying agent (the “Paying Agent”), at the address below in order to collect the Redemption Price that will become due and payable on the Redemption Date.

By Mail or By Hand:

Wilmington Trust Company

Corporate Capital Markets

1100 North Market Street

Wilmington, DE 19890

ATTN: Administration Astoria Financial Corporation

The method of delivery of the Senior Notes is at the election and risk of the holder surrendering the Senior Notes and delivery will be deemed made only when actually received by the Paying Agent. If delivery is by mail, it is suggested that the holder use properly insured, registered mail with return receipt requested.

Unless the Company fails to deposit the Redemption Price with the Paying Agent, interest on the Senior Notes will cease to accrue on and after the Redemption Date, and the only remaining right of the holders of the Senior Notes will be to receive payment of the Redemption Price upon surrender to the Paying Agent of the Senior Notes being redeemed.

¹The CUSIP number is included solely for the convenience of the holders of the Senior Notes. No representation is made as to the correctness or accuracy of the CUSIP number either as printed on the Senior Notes or as set forth in this notice of redemption.

ASTORIA FINANCIAL CORPORATION

By: Wilmington Trust Company, as Trustee

Dated: August 1, 2012

Important Tax Information

Under United States backup withholding rules, the Paying Agent may be required to backup withhold (currently at a rate of 28%) from the payments to a Holder made upon redemption of a Senior Note unless such Holder delivers a properly completed IRS Form W-9 (if the Holder is a U.S. person, including a resident alien, as determined for U.S. federal income tax purposes) or the appropriate IRS Form W-8 (if the Holder is neither a U.S. person or a resident alien), or the Holder otherwise establishes an exemption from such backup withholding.