EXHIBIT 99.4
[The Greater Letterhead]
April 10, 1997
THE GREATER NEW YORK SAVINGS BANK
Xxx Xxxx Xxxxx, Xxx Xxxx, XX 00000
Dear Stockholder:
On March 31, 1997, The Greater New York Savings Bank ("The Greater") announced
that it had entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Astoria Financial Corporation, a Delaware corporation ("Astoria
Financial"), and Astoria Federal Savings and Loan Association, a federally
chartered savings and loan association and a wholly-owned subsidiary of Astoria
Financial (the "Association"). The Merger Agreement provides, among other
things, that The Greater will be merged with and into the Association, with the
Association being the surviving corporation (the "Merger").
Notwithstanding the execution of the Merger Agreement and the proposed Merger,
The Greater will hold its 1997 Annual Meeting of Stockholders on April 25, 1997
as described in the Proxy Statement/Prospectus dated March 11, 1997 previously
provided to you.
Consummation of the Merger is subject to the satisfaction of certain conditions,
including approval of the stockholders of both Astoria Financial and The Greater
and approval of the appropriate regulatory agencies. Separate special
stockholder meetings will be held in connection with approval of the Merger.
The Merger Agreement provides that each share of common stock of The Greater
issued and outstanding at the Effective Time (as defined in the Merger
Agreement) will be converted into the right to receive either 0.50 shares of
Astoria Financial common stock or $19.00 in cash (with 75% of The Greater shares
receiving Astoria Financial common stock and 25% receiving cash) subject to
certain election and allocation procedures as described in the Merger Agreement.
In addition, the outstanding shares of the 12% Noncumulative Preferred Stock,
Series B, of The Greater will be converted into a newly-created series of
preferred stock of Astoria Financial with substantially identical, and no less
favorable, terms.
On April 10, 1997, The Greater filed a Current Report on Form F-3 with the
Federal Deposit Insurance Corporation describing the Merger. The Form F-3 was
also filed with the Securities and Exchange Commission as an exhibit to a
Post-Effective Amendment to the Registration Statement on Form S-4. Attached as
exhibits to the Form F-3 were the Merger Agreement and related documentation.
The Form F-3 and the exhibits thereto are available without charge upon request
to the Investor Relations Department of The Greater New York Savings Bank, Xxx
Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Telephone requests may be directed to the
Investor Relations Department at (000) 000-0000.
Whether or not you plan to attend the Annual Meeting in person, your shares
should be represented and voted at the meeting. If you have previously sent in
your proxy and do not wish to change your vote, you need not do anything. If,
however, you have not previously sent in your proxy or if you wish to change
your vote, we have enclosed another form of proxy which you may use to do so.
If you are using the enclosed form of proxy, please fill in, sign, date and
promptly return the proxy in the enclosed postage-paid envelope. If you later
decide to attend the Annual Meeting in person and wish to vote your shares
personally or otherwise wish to change your instructions, you may revoke your
proxy at any time before it is exercised.
If you have any questions, please call Xxxxxxxxx & Co. Inc. at (000) 000-0000.
I look forward to seeing you on Friday, April 25, 1997.
Sincerely,
/s/ XXXXXX X. XXXXXX
Xxxxxx X. Xxxxxx
Chairman, President and
Chief Executive Officer
