0001144204-12-050588.txt : 20120911 0001144204-12-050588.hdr.sgml : 20120911 20120911141814 ACCESSION NUMBER: 0001144204-12-050588 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120910 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120911 DATE AS OF CHANGE: 20120911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASTORIA FINANCIAL CORP CENTRAL INDEX KEY: 0000910322 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 113170868 STATE OF INCORPORATION: DE FISCAL YEAR END: 0319 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11967 FILM NUMBER: 121085333 BUSINESS ADDRESS: STREET 1: ONE ASTORIA FEDERAL PLAZA CITY: LAKE SUCCESS STATE: NY ZIP: 11042-1085 BUSINESS PHONE: 5163273000 MAIL ADDRESS: STREET 1: ONE ASTORIA FEDERAL PLAZA CITY: LAKE SUCCESS STATE: NY ZIP: 11042-1085 8-K 1 v323482_8k.htm CURRENT REPORT

 

 

 

 

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): September 10, 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”), which will be redeemed on September 13, 2012 (the “Redemption Date”) 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”). A Notice of Redemption Price was sent to the registered holders of the Notes by the Trustee, at the direction of the Company, on September 10, 2012. As described in the Notice of Redemption Price, the Company will redeem all of the outstanding Notes at a redemption price equal to 100.460% of the principal amount of the Notes plus accrued and unpaid interest thereon to the Redemption Date. The amount of accrued and unpaid interest to the Redemption Date amounts to $23.638889 per $1,000 principal amount of the Notes.

 

A copy of the Notice of Redemption Price 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 Redemption Price, dated September 10, 2012.

 

 

 
 

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: September 11, 2012

 

 

 
 

EXHIBIT INDEX

 

 

 

Exhibit Number Description
99.1 Notice of Redemption Price, dated September 10, 2012.
 

 

 

 EX-99.1 2 v323482_ex99-1.htm EX-99.1

Exhibit 99.1 

 

[LETTERHEAD OF WILMINGTON TRUST COMPANY]

 

NOTICE OF REDEMPTION PRICE

 

To the Holders of

Astoria Financial Corporation

5.75% Senior Notes Due 2012, Series B

CUSIP #046265AE41

 

 

Reference is made to 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”).

 

Notice was previously given that Company will redeem all the Senior Notes on September 13, 2012 (the “Redemption Date”). This Notice is to provide you with the redemption price for the Senior Notes.

 

The Company will redeem the Senior Notes at a redemption price equal to 100.460% of the principal amount of the Senior Notes (the “Redemption Price”) plus accrued and unpaid interest thereon to the Redemption Date. The amount of accrued and unpaid interest to the Redemption Date amounts to $23.638889 per $1,000 principal amount of the Senior Notes.

 

As a reminder, 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.

 

 

1 The 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.

 

 

 
 

 

 

Unless the Company fails to deposit the Redemption Price plus accrued and unpaid interest thereon to the Redemption Date 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 plus accrued and unpaid interest thereon to the Redemption Date upon surrender to the Paying Agent of the Senior Notes being redeemed.

 

 

 

September 10, 2012 ASTORIA FINANCIAL CORPORATION
  By: Wilmington Trust Company, as Trustee

 

 

 

 

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.