NEW YORK COMMUNITY BANCORP INC (Form: 8-K, Received: 04/27/2016 06:08:51)

Votes For

Votes
Against

Votes
Abstained

Broker
Non-Votes

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): April 26, 2016

NEW YORK COMMUNITY BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware

No. 1-31565

No. 06-1377322

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

615 Merrick Avenue

Westbury, New York

11590

(Address of principal executive offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (516) 683-4100

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 under the Exchange Act (17 CFR 240.14a-12)

¨	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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 26, 2016, New York Community Bancorp, Inc. (the “Company”) amended its Amended and Restated Certificate of Incorporation to increase the Company’s authorized shares of common stock, par value $0.01 per share, from 600 million to 900 million (the “Amendment”).

The Amendment was previously approved by the Company’s Board of Directors, subject to shareholder approval, and approved by the Company’s shareholders at the Special Meeting of Shareholders (the “Special Meeting”) held on April 26, 2016, as further described in Section 5.07 below.

The Amendment became effective upon the Company’s filing of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of Delaware on April 26, 2016.

The full text of the Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On April 26, 2016, the Company held its Special Meeting. 316,055,655 shares of common stock, par value $0.01 per share, of the Company were voted at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. There were three proposals presented and voted on and preliminary results were reported at the Special Meeting. The shareholders approved the adoption of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 28, 2015, by and between Astoria Financial Corporation (“Astoria”) and the Company, pursuant to which Astoria will merge with and into the Company (the “Merger”) and approved the Amendment. The proposal to adjourn the Special Meeting, if necessary and appropriate, to solicit additional proxies in favor of the Merger was withdrawn as sufficient votes were cast at the Special Meeting to approve the adoption of the Merger Agreement and the Amendment.

Set forth below, with respect to each matter are the number of votes cast for or against, the number of abstentions and the number of non-votes (in each case, rounded to the nearest whole share).

Proposal 1 – Adoption of the Merger Agreement .

Proposal 2 – Approval of the Amendment .

Proposal 3 – Approval of the adjournment of the Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger .

This proposal was withdrawn as sufficient votes were cast at the Special Meeting to approve the adoption of the Merger Agreement and the Amendment.

Item 9.01.

Financial Statements and Exhibits.

3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of New York Community Bancorp, Inc.

99.1	Joint Press Release of the Company and Astoria, dated April 26, 2016, regarding Special Meeting results

SIGNATURES

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.


		NEW YORK COMMUNITY BANCORP, INC.

Date:	April 26, 2016

		By:	/s/ Ilene A. Angarola
			Name:	Ilene A. Angarola
			Title:	Executive Vice President and Director, Investor Relations

EXHIBIT INDEX


Exhibit Number		Description

3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of New York Community Bancorp, Inc.

99.1		Joint Press Release of the Company and Astoria, dated April 26, 2016, regarding Special Meeting results

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

New York Community Bancorp, Inc., a corporation organized and existing under and by virtue of the state of Delaware (the “Corporation”), does hereby certify:

First: That the Board of Directors of the Corporation, at a meeting duly convened and held, adopted the following resolution proposing and declaring advisable the following amendment to the Amended and Restated Certificate of Incorporation of the Corporation:

“NOW, THEREFORE BE IT RESOLVED, that pursuant to the authority vested in the Board of Directors of the Corporation, subject to stockholder approval, Article Fourth of the Amended and Restated Certificate of Incorporation, which article was further amended on November 6, 2003, is hereby amended in its entirety and replaced with the following:

FOURTH:

A. The total number of shares of stock of all classes which the Corporation shall have authority to issue is nine hundred five million (905,000,000) consisting of:

Five million (5,000,000) shares of Preferred Stock, par value one cent ($0.01) per share (the “Preferred Stock”); and

Nine hundred million (900,000,000) shares of Common Stock, par value one cent ($0.01) per share (the “Common Stock”).”

Second: That thereafter, pursuant to a resolution of its Board of Directors, at a special meeting of the stockholders of said corporation duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware a majority of the outstanding shares of common stock (there being no other class of capital stock outstanding) was voted in favor of the amendment.

Third: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

[ Signature page follows ]

In witness whereof, New York Community Bancorp, Inc. has caused this certificate to be signed by R. Patrick Quinn, Executive Vice President, Chief Corporate Governance Officer and Corporate Secretary of the Corporation, this 26th day of April, 2016.


/s/ R. Patrick Quinn
By:		R. Patrick Quinn
Title:		Executive Vice President, Chief Corporate Governance Officer and Corporate Secretary

[ Signature Page to Certificate of Amendment for New York Community Bancorp, Inc. ]

Exhibit 99.1



FOR IMMEDIATE RELEASE

New York Community Bancorp:		Astoria Financial:
Investor Contact:	Ilene A. Angarola (516) 683-4420	Investor/Media Contact: Theodore S. Ayvas (516) 327-7877

Media Contact:	Kelly Leung (516) 683-4032

SHAREHOLDERS APPROVE THE PROPOSED MERGER OF

ASTORIA FINANCIAL CORPORATION WITH AND INTO NEW YORK COMMUNITY BANCORP, INC.

Westbury, N.Y. & Lake Success, N.Y., April 26, 2016 – Shareholders of New York Community Bancorp, Inc. (NYSE: NYCB) (“New York Community”) and Astoria Financial Corporation (NYSE: AF) (“Astoria Financial”) today approved the proposed merger of the two companies.

Pending regulatory approval, and subject to the terms of the Agreement and Plan of Merger dated as of October 28, 2015, Astoria Financial will merge with and into New York Community, and Astoria Bank will merge with and into New York Community Bank.

Following the special meeting of New York Community shareholders held this morning, President and Chief Executive Officer Joseph R. Ficalora stated, “We are very grateful to our shareholders and Astoria’s for their tremendous support of the merger, as conveyed by the outcome of the meetings held today. More than 97% of the votes cast at our meeting—and at Astoria’s—were voted in its favor—a gratifying indication of our shareholders’ belief in our prospects, as well as their belief in our fundamental strategy of acquisition-driven growth.

“With today’s vote, we have moved one step closer to achieving our objective of completing this transaction, which is expected to build our earnings, our capital, and our shareholder returns. The merger, which is currently pending regulatory approval, will also expand our franchise throughout the Metro New York region, benefiting the customers of both our institutions, as well as the scores of communities we serve,” Mr. Ficalora said.

At Astoria Financial’s special meeting, which also was held this morning, Monte N. Redman, President and Chief Executive Officer of Astoria, commented, “I want to thank the shareholders of Astoria Financial Corporation for the overwhelming support they have shown regarding our plan to merge with NYCB. We are very pleased that we are planning to merge with such a strong partner and, once the deal is closed, look forward to continuing to serve the communities which have come to rely on us for the past 127 years.”

About New York Community Bancorp, Inc.

One of the largest U.S. bank holding companies, with assets of $48.5 billion, New York Community Bancorp, Inc. is a leading producer of multi-family loans on non-luxury, rent-regulated apartment buildings in New York City, and the parent of New York Community Bank and New York Commercial Bank. With deposits of $29.0 billion and 256 branches in Metro New York, New Jersey, Florida, Ohio, and Arizona, the Company also ranks among the largest depositories in the United States.

Reflecting its growth through a series of acquisitions, the Community Bank currently operates through seven local divisions, each with a history of service and strength: Queens County Savings Bank, Roslyn Savings Bank, Richmond County Savings Bank, and Roosevelt Savings Bank in New York; Garden State Community Bank in New Jersey; Ohio Savings Bank in Ohio; and AmTrust Bank in Florida and Arizona. Similarly, New York Commercial Bank currently operates 18 of its 30 New York-based branches under the divisional name Atlantic Bank. Additional information about the Company and its bank subsidiaries is available at www.myNYCB.com and www.NewYorkCommercialBank.com.

About Astoria Financial Corporation

Astoria Financial Corporation, with assets of $15.1 billion, is the holding company for Astoria Bank. Established in 1888, Astoria Bank, with deposits in New York totaling $9.1 billion, is the second largest thrift depository in New York and provides its retail and business customers and local communities it serves with quality financial products and services through 88 convenient banking branch locations, a business banking office in Manhattan, and multiple delivery channels, including its flexible mobile banking app. Astoria Bank commands a significant deposit market share in the attractive Long Island market, which includes Brooklyn, Queens, Nassau, and Suffolk counties with a population exceeding that of 38 individual states. Astoria Bank originates multi-family and commercial real estate loans, primarily on rent controlled and rent stabilized apartment buildings, located in New York City and the surrounding metropolitan area and originates residential mortgage loans through its banking and loan production offices in New York, a broker network in four states, primarily along the East Coast, and correspondent relationships covering 13 states and the District of Columbia.

Cautionary Statement Regarding Forward-Looking Information

The information presented herein, and in other related communications, may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, the expected financial benefits and other effects of the proposed merger of New York Community and Astoria Financial.

Forward-looking statements can be identified by the use of the words “anticipate,” “expect,” “intend,” “estimate,” “target,” and words of similar import. Forward-looking statements are not historical facts but, instead, express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements.

Factors that may cause such a difference include, but are not limited to, the reaction to the transaction of the companies’ customers, employees, and counterparties; customer disintermediation; inflation; expected synergies, cost savings and other financial benefits of the proposed transaction might not be realized within the expected time frames or might be less than projected; the requisite regulatory approvals for the proposed transaction might not be obtained; credit and interest rate risks associated with New York Community’s and Astoria Financial’s respective businesses, customers, borrowings, repayment, investment, and deposit practices, and general economic conditions, either nationally or in the market areas in which New York Community and Astoria Financial operate or anticipate doing business, are less favorable than expected; new regulatory or legal requirements or obligations; and other risks and important factors that could affect New York Community’s and Astoria Financial’s future results are identified in their Annual Reports on Form 10-K for the year ended December 31, 2015 and other reports filed with the Securities and Exchange Commission (“SEC”).

Forward-looking statements are made only as of the date of this release and the related communications, and neither New York Community nor Astoria Financial undertakes any obligation to update any forward-looking statements contained herein to reflect events or conditions after the date hereof.

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