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STL > SEC Filings for STL > Form 8-K on 1-Nov-2013All Recent SEC Filings

Show all filings for STERLING BANCORP

Form 8-K for STERLING BANCORP


1-Nov-2013

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Sa


Item 1.01 Entry into a Material Definitive Agreement.

In connection with the Merger, pursuant to a First Supplemental Indenture (the "Supplemental Indenture"), dated as of October 31, 2013, among the Company, New Sterling and The Bank of New York Mellon, New Sterling assumed the performance of the covenants to be performed by the Company under the Junior Subordinated Indenture (the "Indenture"), dated as of February 27, 2002, between the Company and the Bank of New York, as Trustee, relating to debt securities issued by the Company, and the due and punctual payment of the principal of, and premium, if any, and interest on the $25.8 million of 8.375% junior subordinated debt securities issued under the Indenture.

In addition, pursuant to an Assumption of Guarantee Agreement (the "Assumption Agreement"), dated as of October 31, 2013, between the Company and New Sterling, New Sterling assumed all of the Company's rights, duties and obligations in and arising under the Guarantee Agreement, dated as of February 27, 2002, between the Company and the Bank of New York relating to the Company's guarantee of the due and punctual payment of principal and interest on the 8.375% Cumulative Trust Preferred Securities issued by Sterling Bancorp Trust I, a statutory business trust created under the laws of Delaware (the "Issuer Trust"). The sole assets of the Issuer Trust are the 8.375% junior subordinated debt securities issued under the Indenture.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture and the Assumption Agreement, which are incorporated herein by reference as Exhibits 4.1 and 4.2.



Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Trading in shares of common stock of the Company on the New York Stock Exchange has been halted. As a consequence of the Merger, on October 31, 2013 the Company requested that a Form 25 be filed with the SEC, to request the removal of the common stock of the Company from listing and registration on the New York Stock Exchange and from registration under Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). The Company intends to file with the SEC a certification on Form 15 under the Exchange Act requesting the termination of the registration of the Company's common stock under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act. The disclosure set forth in the Introductory Note above is incorporated herein by reference.




Item 3.03 Material Modification to Rights of Security Holders.

The disclosure set forth in the Introductory Note above and in Item 1.01 and Item 3.01 is incorporated herein by reference.



Item 8.01 Other Events.

A copy of the New Sterling press release dated November 1, 2013 announcing the closing of the Merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.                                 Description
    2.1       Agreement and Plan of Merger, dated as of April 3, 2013, between the
              Company and New Sterling (attached as Exhibit 2.1 to the Company's
              Current Report on Form 8-K filed on April 9, 2013, and incorporated
              herein by reference).
    4.1       First Supplemental Indenture, dated as of October 31, 2013, among the
              Company, New Sterling and The Bank of New York Mellon (incorporated by
              reference to Exhibit 4.3 of the Current Report on Form 8-K filed by New
              Sterling (Commission File Number 001-35385) on November 1, 2013).
    4.2       Assumption of Guarantee Agreement, dated as of October 31, 2013,
              between Provident New York Bancorp and Sterling Bancorp (incorporated
              by reference to Exhibit 4.4 of the Current Report on Form 8-K filed by
              New Sterling (Commission File Number 001-35385) on November 1, 2013).
   99.1       Press Release, dated November 1, 2013.


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