-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B6y3KdV8b4TqQAqjglnxYUj6VZ4f2aQMbT4tw0a5BXMXVg6Yr8AJIeJ2rXUqW2CP +8XEFsXdkrjpreNiv4t1pA== 0000897069-05-001043.txt : 20050429 0000897069-05-001043.hdr.sgml : 20050429 20050428173313 ACCESSION NUMBER: 0000897069-05-001043 CONFORMED SUBMISSION TYPE: PX14A6G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050429 DATE AS OF CHANGE: 20050428 EFFECTIVENESS DATE: 20050429 SUBJECT COMPANY: 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: 1231 FILING VALUES: FORM TYPE: PX14A6G SEC ACT: 1934 Act SEC FILE NUMBER: 001-11967 FILM NUMBER: 05781895 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL EDGE FUND L P CENTRAL INDEX KEY: 0001008845 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: PX14A6G BUSINESS ADDRESS: STREET 1: 20 E. JEFFERSON AVENUE STREET 2: SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 BUSINESS PHONE: 6308481340 MAIL ADDRESS: STREET 1: 20 E. JEFFERSON AVENUE STREET 2: SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 PX14A6G 1 sdc999.htm

United States
Securities and Exchange Commission
Washington, DC 20549

Notice of Exempt Solicitation


1.     Name of the Registrant:

         Astoria Financial Corporation

2.     Name of person relying on exemption:

         PL Capital, LLC

3.     Address of person relying on exemption:

         20 East Jefferson Avenue, Suite 22, Naperville, IL 60540

4.     Written materials. Attach written material required to be submitted pursuant to Rule 14a-6(g)(1) [§ 240.14a-6(g)(1)]:

EX-99 2 sdc999a.htm LETTER




April 26, 2005

Mr. George L. Engelke, Jr., CEO
Astoria Financial Corporation
One Astoria Federal Plaza
Lake Success, NY 11042-1085

Dear Mr. Engelke:

        I was unable to listen to Astoria’s quarterly conference call on Thursday, as I was traveling. I did, however, listen to the replay. If I was on the call live on Thursday, I would have corrected your mischaracterization that you “appreciated the fact that (PL Capital had) no concerns with the company’s performance or of management.”

        Apparently, you misunderstood the sentence in our April 20 letter to shareholders which stated, “In our opinion, this is not an issue of company performance or management’s qualifications. This is simply a case of excessive and unnecessary shareholder dilution for a management team that is already more than adequately compensated.”

        Let me clarify. We meant to indicate that we do not currently intend to take a position on the company’s performance or management’s qualifications as part of this year’s annual meeting and proxy vote. We are focused solely on defeating Proposal No. 2 only. That is unequivocally not the same as saying we have no “concerns with the company’s performance or of management” as you stated in the conference call.

        We believe every Astoria shareholder should vote against Proposal No. 2, whether they support management and are pleased with Astoria’s performance, or not. At some point, shareholders have the right to reject excessive executive compensation and benefit proposals, regardless of the shareholder’s view of management and the company. We believe a majority of Astoria’s shareholders share our view that Proposal No. 2 should be defeated.

        In the future, please refrain from making similar mischaracterizations and claims.

        Please feel free to call me (tel. no. 973-360-1666) or my partner John Palmer (630-848-1340) at anytime if you would like to discuss this further.

  Sincerely,

/s/  Richard Lashley

Richard Lashley

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