UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2
ASTORIA
FINANCIAL CORPORATION
|
(Name
of Issuer)
|
|
|
COMMON STOCK, PAR VALUE $0.01 PER
SHARE
|
(Title
of Class of Securities)
|
|
|
046265104
|
(CUSIP
Number)
|
|
|
December 31, 2008
|
(Date
of Event which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which the Schedule is
filed:
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(the “Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however,
see
the Notes).
CUSIP
No. 046265104
|
SCHEDULE
13G
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Page
2 of 9 Pages
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1.
|
NAMES
OF REPORTING PERSONS:
Astoria
Federal Savings and Loan Association Employee Stock Ownership
Plan
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
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(a)
¨
(b)
¨
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3.
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SEC
USE ONLY
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|
4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
9,964,519.6358
|
7.
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SOLE
DISPOSITIVE POWER
0
|
8.
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SHARED
DISPOSITIVE POWER
9,964,519.6358
|
9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,964,519.6358
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|
10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (SEE INSTRUCTIONS)
|
¨
|
11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4%
of 95,881,132 outstanding shares of common stock, par value $0.01 per
share, as of December 31, 2008.
|
|
12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
|
|
CUSIP
No. 046265104
|
SCHEDULE
13G
|
Page
3 of 9 Pages
|
1.
|
NAMES
OF REPORTING PERSONS:
Committee
under the Astoria Federal Savings and Loan Association Employee Stock
Ownership Plan
Committee
appointed as Plan Administrator of Astoria Federal Savings and Loan
Association Incentive Savings Plan
Trustee
of the Astoria Federal Savings and Loan Association Employees’ Pension
Plan
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
|
(a)
¨
(b)
¨
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
773,307.820
|
6.
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SHARED
VOTING POWER
810,115.4875
|
7.
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SOLE
DISPOSITIVE POWER
773,307.820
|
8.
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SHARED
DISPOSITIVE POWER
10,774,635.1233
|
9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,547,942.9433
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES (SEE INSTRUCTIONS)
|
¨
|
11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.0%
of 95,881,132 outstanding shares of common stock, par value $0.01 per
share, as of December 31, 2008.
|
|
12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
|
|
CUSIP
No. 046265104
|
SCHEDULE
13G
|
Page
4 of 9 Pages
|
Statement
for Schedule 13G
This
Schedule 13G provides information concerning shares of the common stock, par
value $0.01 per share, (“Common Stock”) of Astoria Financial Corporation, a
Delaware corporation (“Company”). Each of the reported shares is
beneficially owned by the Astoria Federal Savings and Loan Association Employee
Stock Ownership Plan (“ESOP”) or by one of the following bodies, which are
composed of the same five individual members: the committee under the
Astoria Federal Savings and Loan Association Employee Stock Ownership Plan
(“ESOP Committee”), the committee appointed as Plan Administrator of Astoria
Federal Savings and Loan Association Incentive Savings Plan (“401(k) Plan
Committee”), or the Trustees of the Astoria Federal Savings and Loan Association
Employees’ Pension Plan (“Pension Trustee”) (each, a “Committee”).
Item
1(a).
|
Name
of Issuer:
|
Astoria
Financial Corporation
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
One
Astoria Federal Plaza
Lake
Success, New York 11042
Item
2(a).
|
Name
of Person Filing:
|
Astoria
Federal Savings and Loan Association Employee Stock Ownership Plan
Committee
under the Astoria Federal Savings and Loan Association Employee Stock Ownership
Plan, Committee appointed as Plan Administrator of Astoria Federal Savings and
Loan Association Incentive Savings Plan, and Trustee of the Astoria Federal
Savings and Loan Association Employees’ Pension Plan
Item
2(b).
|
Address
or Principal Business Office, or, if None,
Residence:
|
Astoria
Federal Savings and Loan Association
One
Astoria Federal Plaza
Lake
Success, New York 11042
U.S.A.
Item
2(d).
|
Title
of Class of Securities:
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Common
stock, par value $0.01 per share
CUSIP
No. 046265104
|
SCHEDULE
13G
|
Page
5 of 9 Pages
|
046265104
Item
3.
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If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is
a:
|
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(f)
x
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An
employee benefit plan or endowment fund in accordance with
§ 240.13d-1(b)(1)(ii)(F)
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None of
the shares set forth in this item 4 constitute shares the beneficial ownership
of which any of the reporting persons had the right to acquire within 60 days
following such date.
ESOP
. The ESOP
provides the following information with respect to the Common Stock held in
trust under the ESOP as of December 31, 2008.
(a)
Amount Beneficially Owned
|
|
|
9,964,519.6358
|
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(b)
Percent of Class
|
|
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10.4
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%
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(c)
Number of shares as to which such person has:
|
|
|
|
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(i)
sole power to vote or to direct the vote
|
|
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0
|
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(ii)
shared power to vote or to direct the vote
|
|
|
9,964,519.6358
|
|
(iii)
sole power to dispose or to direct disposition of
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|
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0
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(iv)
shared power to dispose or to direct disposition of
|
|
|
9,964,519.6358
|
|
The ESOP
is an employee stock ownership plan under the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), with individual accounts for the
accrued benefits of participating employees of the Company and its subsidiaries
and their beneficiaries. On December 31, 2008, the ESOP owned
9,964,519.6358 shares of the Common Stock, representing 10.4% of outstanding
shares. The assets of the ESOP are held in trust by a corporate
trustee, Prudential Bank & Trust, FSB (“ESOP Trustee”).
The ESOP
Trustee has shared power to vote and dispose of all Common Stock held under the
ESOP. Participating employees and their beneficiaries have the power
and authority to direct the voting of shares of Common Stock allocated to their
individual accounts. In general, unallocated shares and allocated shares not
voted by ESOP participants are required to be voted by the ESOP Trustee, subject
to the ESOP Trustee’s fiduciary duties under ERISA, in the same proportion as
allocated Common Stock that has been voted by Plan participants. In certain
circumstances, ERISA may confer upon the ESOP Trustee (or upon an investment
manager to whose direction the ESOP Trustee is subject) the power and duty to
control the voting and tendering of Common Stock allocated to the accounts of
participating employees and beneficiaries who fail to exercise their voting
and/or tender rights as well as the voting and tendering of unallocated Common
Stock.
CUSIP
No. 046265104
|
SCHEDULE
13G
|
Page
6 of 9 Pages
|
Committees.
Each
of the following reporting bodies is composed of the same five individual
members: the ESOP Committee, the 401(k) Plan Committee, and the
Pension Trustee. The shared membership of these Committees may
constitute an arrangement or relationship that results in indirect beneficial
ownership by each Committee under Rule 13d-3(a) of the Securities Exchange Act
of 1934 of those shares beneficially owned by each of the other
Committees.
Each
Committee disclaims membership in a group and affirms that it has not agreed to
act together with either of the other Committees for any purpose of acquiring,
holding, voting or disposing of the Common Stock.
Each
Committee acts by majority vote of their five members and no member of any
Committee may act individually to vote or dispose of shares of the Common Stock
by means of their membership on any or all Committees.
The
Committees provide the following information with respect to the total
beneficial ownership of the Common Stock by the Committees as of December 31,
2008.
(a)
Amount Beneficially Owned
|
|
|
11,547,942.9433
|
|
(b)
Percent of Class
|
|
|
12.0
|
%
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(c)
Number of shares as to which such person has:
|
|
|
|
|
(i)
sole power to vote or to direct the vote
|
|
|
773,307.820
|
|
(ii)
shared power to vote or to direct the vote
|
|
|
810,115.4875
|
|
(iii)
sole power to dispose or to direct disposition of
|
|
|
773,307.820
|
|
(iv)
shared power to dispose or to direct disposition of
|
|
|
10,774,635.1233
|
|
ESOP
Committee.
The ESOP Committee has shared power to direct the
disposition of shares of Common Stock held under the ESOP. The
authority of the ESOP Committee to control the voting or disposition of the
9,964,519.6358 shares of the Common Stock held under the ESOP is governed by the
provisions of the trust agreement pursuant to which the ESOP Trustee was
appointed. The ESOP Committee possesses (i) no voting power over any shares of
Common Stock, (ii) shared dispositive power over the unallocated shares of
Common Stock and (iii) shared dispositive power over the allocated shares of
Common Stock, held in trust under the ESOP.
401(k) Plan
Committee
. The 401(k) Plan Committee has shared power to
direct the voting and disposition of shares of the Common Stock held under the
Astoria Federal Savings and Loan Association Incentive Savings Plan (“401(k)
Plan”), which has individual accounts for the accrued contributions of
participating employees of the Company and its subsidiaries. The
401(k) Plan provides participants with the option of investing in a fund
containing the Common Stock (“Company Stock Fund”). On December 31,
2008, the 401(k) Plan’s Company Stock Fund held 810,115.4875 shares of Common
Stock, representing 0.8% of outstanding shares, in a directed trust held by a
directed trustee (“401(k) Trustee”). All of such shares are allocated
to individual participant accounts.
CUSIP
No. 046265104
|
SCHEDULE
13G
|
Page
7 of 9 Pages
|
Employees
participating in the 401(k) Plan have the power and authority to direct the
voting of shares of Common Stock allocated to their individual accounts. In
general, the 401(k) Plan requires the 401(k) Plan Committee to direct the 401(k)
Trustee to vote shares in the Company Stock Fund not voted by 401(k) Plan
participants, subject to the trustee’s ERISA fiduciary duties, in the same
proportion as shares voted by Plan participants. The 401(k) Plan
Committee thus has shared power over the voting of all shares of Common Stock in
the Company Stock Fund of the 401(k) Plan.
Employees
participating in the 401(k) Plan have the power and authority to direct the
disposition of shares of the Common Stock allocated to their individual accounts
except in limited circumstances in which the 401(k) Plan Committee has the power
to direct the disposition of the shares. The 401(k) Plan Committee
thus has shared power over the disposition of all shares in the Company Stock
Fund.
Pension Trustee.
The
Pension Trustee is trustee of the Astoria Federal Savings and Loan Association
Employees’ Pension Plan (“Pension Plan”), and has sole power to vote and dispose
of the shares of Common Stock it holds as trustee under the Pension
Plan. On December 31, 2008, the Pension Plan held 773,307.820 shares
of Common Stock, representing 0.8% of outstanding shares. None of the shares are
allocated to participant accounts.
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
N/A
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Dividends
on Common Stock allocated to the accounts of ESOP participants, to the extent
paid in the form of additional securities, are added to such participants'
individual accounts. Dividends on Common Stock allocated to the accounts of ESOP
participants, to the extent paid in cash, are, at the direction of the Company,
either (i) credited to the respective individual accounts, (ii) distributed
immediately to the participants, (iii) distributed to the participants within 90
days of the close of the Plan Year (as defined in the ESOP), or (iv) used to
repay principal and interest on any outstanding indebtedness incurred by the
ESOP to acquire Common Stock. In addition, under certain circumstances involving
a Change in Control (as defined in the ESOP) of the Company, unallocated shares
of Common Stock held under the ESOP or proceeds from the sale thereof remaining
after the satisfaction of any debt shall be allocated to ESOP participants in
proportion to the allocated shares of Common Stock held under the ESOP at the
time of the Change in Control.
Dividends
on Common Stock allocated to the accounts of 401(k) Plan participants are added
to such participants’ individual accounts.
CUSIP
No. 046265104
|
SCHEDULE
13G
|
Page
8 of 9 Pages
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
|
N/A
Item
8.
|
Identification
and Classification of Members of the
Group.
|
N/A
Item
9.
|
Notice
of Dissolution of Group.
|
N/A
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
CUSIP
No. 046265104
|
SCHEDULE
13G
|
Page
9 of 9 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
ASTORIA
FEDERAL SAVINGS AND LOAN ASSOCIATION EMPLOYEE STOCK
OWNERSHIP
PLAN
by
COMMITTEE UNDER THE ASTORIA FEDERAL SAVINGS AND LOAN
ASSOCIATION
EMPLOYEE STOCK OWNERSHIP PLAN
|
|
February
11, 2009
|
|
|
(Date)
|
|
|
|
|
|
/s/
Alan P. Eggleston
|
|
Name:
|
Alan
P. Eggleston
|
|
Title:
|
Member
|
COMMITTEE
UNDER THE ASTORIA FEDERAL SAVINGS AND LOAN
ASSOCIATION
EMPLOYEE STOCK OWNERSHIP PLAN
|
|
February
11, 2009
|
|
|
(Date)
|
|
|
|
|
|
/s/
Alan P. Eggleston
|
|
Name:
|
Alan
P. Eggleston
|
|
Title:
|
Member
|
COMMITTEE
APPOINTED AS PLAN ADMINISTRATOR OF THE ASTORIA
FEDERAL
SAVINGS AND LOAN ASSOCIATION INCENTIVE SAVINGS PLAN
|
|
February
11, 2009
|
|
|
(Date)
|
|
|
|
|
|
/s/
Alan P. Eggleston
|
|
Name:
|
Alan
P. Eggleston
|
|
Title:
|
Member
|
TRUSTEE
OF THE ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION
EMPLOYEES’
PENSION PLAN
|
|
February
11, 2009
|
|
|
(Date)
|
|
|
|
|
|
/s/
Alan P. Eggleston
|
|
Name:
|
Alan
P. Eggleston
|
|
Title:
|
Member
|
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