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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): October 28, 2015

NEW YORK COMMUNITY BANCORP, INC.

(Exact name of registrant as specified in its charter)

615 Merrick Avenue, Westbury, New York 11590

(Address of principal executive offices)

(516) 683-4100

(Registrants telephone number, including area code)

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:

CURRENT REPORT ON FORM 8-K

On October 28, 2015, New York Community Bancorp, Inc., a Delaware corporation (NYCB), entered into an Agreement and Plan of Merger (the Merger Agreement) with Astoria Financial Corporation, a Delaware corporation (Astoria). The Merger Agreement provides that, upon the terms, and subject to the conditions set forth therein, Astoria will merge with and into NYCB (the Merger), with NYCB as the surviving corporation in the Merger. Immediately following the Merger, Astorias wholly-owned subsidiary, Astoria Bank, will merge with and into NYCBs wholly-owned subsidiary, New York Community Bank (the Bank Merger). New York Community Bank will be the surviving savings bank in the Bank Merger. The Merger Agreement was unanimously approved and adopted by the Board of Directors of each of NYCB and Astoria.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the Effective Time), Astoria stockholders will have the right to receive one share (the Exchange Ratio) of common stock, par value $0.01 per share, of NYCB (NYCB Common Stock) for each share of common stock, par value $0.01 per share, of Astoria (Astoria Common Stock) and $0.50 in cash (the Cash Consideration). At the Effective Time, each option granted by Astoria to purchase shares of Astoria Common Stock will fully vest and be converted automatically into the right to receive NYCB Common Stock with a value equal to the sum of (1) the Exchange Ratio multiplied by the average closing price of NYCB Common Stock for the five trading days preceding the Effective Time and (2) the Cash Consideration, less the applicable exercise price. Each restricted share of Astoria Common Stock and each restricted stock unit of Astoria Common Stock will fully vest and be converted automatically at the Effective Time into the right to receive one share of NYCB Common Stock and the Cash Consideration. Each share of preferred stock, par value $1.00 per share of Astoria with a liquidation preference of $1,000 per share issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive one share of preferred stock of NYCB, which will be designated as Non-Cumulative Perpetual Preferred Stock, Series A, par value $1.00 per share, with a liquidation preference of $1,000 per share. In connection with the Merger, NYCB will seek shareholder approval to amend its certificate of incorporation to increase its authorized shares of common stock from 600 million to 900 million.

The Merger Agreement also provides that, among other things, the Boards of Directors of NYCB and New York Community Bank following the Effective Time will each be increased in size by two, and NYCB will appoint two current members of the Board of Directors of Astoria to fill the resulting vacancies. The Merger Agreement also provides that NYCB will invite the Astoria directors who do not join the Boards of Directors of NYCB and New York Community Bank to serve as members of the board of the Astoria Bank Division of New York Community Bank for three years.

The Merger Agreement contains customary representations and warranties from both NYCB and Astoria, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of Astorias and NYCBs businesses during the interim period between the execution of the Merger Agreement and the Effective Time, (2) the obligation of NYCB to call a meeting of its stockholders to adopt the Merger Agreement, and approve the amendment to its charter, and, subject to certain exceptions, to recommend that its stockholders adopt the Merger Agreement and the transactions contemplated thereby,

(3) the obligation of Astoria to call a meeting of its stockholders to adopt the Merger Agreement, and, subject to certain exceptions, to recommend that its stockholders adopt the Merger Agreement, (4) Astorias non-solicitation obligations relating to alternative acquisition proposals. NYCB and Astoria have agreed to use their reasonable best efforts to prepare and file all applications, notices, and other documents to obtain all necessary consents and approvals for consummation of the transactions contemplated by the Merger Agreement.

The completion of the Merger is subject to customary conditions, including (1) adoption of the Merger Agreement by Astorias stockholders, (2) adoption of the Merger Agreement, approval of the issuance of shares of...


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