According to the Astoria Financial Corporation's FORM 10-K For The Fiscal Year Ended December 31, 2000, on September 2, 1997, Plaintiffs filed an amended complaint and, on June 1, 1998, the Court granted Defendants' motion to dismiss the amended complaint without prejudice. In July 1998, the Plaintiffs filed a second amended complaint, which the Court, on January 25, 1999, dismissed in all respects. On or about February 18, 1999, Plaintiffs filed a Notice of Appeal to the United States Court of Appeals for the Second Circuit. On July 10, 2000, the United
States Court of Appeals for the Second Circuit affirmed the District Court's dismissal. The United States Court of Appeals for the Second Circuit issued a revised opinion on August 24, 2000, which again affirmed the District Court's
dismissal of the action, and, on September 26, 2000, denied Plaintiffs' motion
for rehearing and request for hearing en banc. On December 22, 2000, Plaintiffs filed a petition for writ of certiorari with the United States Supreme Court asking the Supreme Court to consider overturning the Court of Appeals' affirmance. The petition was fully briefed February 5, 2001 and, on February 26, 2001, the petition was denied.
The original complaint alleges that Greater New York Savings Bank ("GNYSB"), Astoria Financial Corp. and Astoria Federal Savings and Loan Association violated the federal securities laws. The complaint seeks an injunction against consummation of the merger transaction between GNYSB and Astoria and/or damages. The complaint charges that above defendants and some of GNYSB's officers and directors violated Section 14(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9 promulgated thereunder by issuing a false and misleading Proxy Statement. The complaint alleges that this proxy statement precluded shareholders from making an informed decision on whether or not to accept the proposed merger transaction with Astoria, particularly because the merger had not been negotiated or considered by any independent, non-interested directors. The defendants are alleged to have withheld and omitted to disclose, among other things, the specific factors considered by the boards of both GNYSB and Astoria in agreeing to the terms of the merger; the projections, earnings to the offer, which contains special perquisites and benefits to the individual officers and directors without appropriately safeguarding the interests of GNYSB's public shareholders.