<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION
12(B) OR 12(G)OF THE
SECURITIES EXCHANGE ACT OF 1934
STERLING BANCORP
(Exact name of registrant>as specified in its charter)
NEW YORK 13-2565216
(State of incorporation or organization) (I.R.S. employer
identification no.)
540 Madison Avenue, New York, New York 10022-3299
(Address of principal executive office) (zip code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON
TO BE SO REGISTERED WHICH EACH CLASS IS TO BE
REGISTERED
FLOATING INTEREST RATE CONVERTIBLE NEW YORK STOCK EXCHANGE
SUBORDINATED DEBENTURES, SERIES V,
DUE 2001
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
<PAGE> 2
FORM 8-A
Item 1. Description of Registrant's Securities to be Registered.
<PAGE> 3
DESCRIPTION OF DEBENTURES
The Floating Interest Rate Convertible Subordinated Debentures, Series V,
due 2001 ("New Debentures")are to be issued under an Indenture to be dated as
of August 1, 1994 between the Company and United States Trust Company of New
York ("U.S. Trust"), as Trustee, ("the New Indenture"). A copy of the New
Indenture has been filed as an exhibit to the Application for Qualification of
the Indenture under the Trust Indenture Act of 1939, on Form T-3 filed by the
Company with the Securities and Exchange Commission ("SEC"). The Third Series
Debentures were also issued under an Indenture between the Company and U.S.
Trust, as Trustee, (the "Third Series Indenture"). The form of the Third Series
Indenture was filed as an exhibit to Registration Statement No. 2-97263, filed
with the SEC in connection with the offering of the Third Series Debentures.
With the exception of a limited number of changes, the New Indenture is
identical to the Third Series Indenture and references below to the "Indenture"
are to each of these indentures and references to "Debentures" mean each of the
New and the Third Series Debentures. Set forth below is a description of the
basic terms of the Debentures. The statements under this caption relating to
the Debentures and the Indenture are summaries and do not purport to be
complete. Such summaries make use of terms defined in the Indenture and are
qualified in their entirety by express reference to the Indenture.
Form. The Debentures are issuable as registered Debentures without coupons
in denominations of $1,000 and integral multiples thereof. The several
denominations of Debentures are interchangeable in like aggregate principal
amounts, subject to the limitations and upon payment of any tax or other
governmental charge as provided in the Indenture.
Maturity and Interest. The principal amount of the New Debentures will be
due on July 1, 2001. The Debentures will bear interest from August 1, 1994,
payable semiannually on January 1 and July 1 of each year commencing January 1,
1995 to the persons in whose names the Debentures are registered at the close of
business on the preceding December 15 or June 15.
For the initial interest payment to be made on January 1, 1995, interest
will be determined on the basis of one-half of one percentage point ( 1/2%)
above the prime rate of Chemical Bank in effect at the end of each day from July
1, 1994 through December 1, 1994.
For subsequent interest payments, interest will be determined on the basis
of one-half of one percentage point ( 1/2%) above the prime rate of Chemical
Bank in effect at the end of each day during the respective periods, December 2
through May 31 of each year for the interest payment made on July 1, and June 1
through December 1 for the interest payment made on January 1.
All interest calculations will be rounded to the nearest 0.05 of a
percentage point.
For example, if the prime rate of Chemical Bank on December 2, 1994 was
6 1/2%, and such rate increased to 7% on February 21, 1995 and decreased to
6 1/2% on March 13, 1995, the interest rate for the period January 1 through
June 30, 1995 would be computed as follows:
(7% X 81 days* + 7 1/2% X 20 days + 7% X 80 days) / 181 days** = 7.05%
The interest on a $1,000 Debenture for such period would be $34.97 (the
amount obtained by multiplying $1,000 by 7.05% (the rate calculated above
rounded to the nearest 0.05 of a percentage point) and then multiplying this
result by the fraction 181/365 (the number of days in the period divided by the
number of days in the year)).
If Chemical Bank shall cease to establish a reference rate comparable to
that which it presently establishes, there shall be substituted thereafter for
the prime rate of Chemical Bank rate a rate or formula specified by the Company
which in its judgment provides a reasonable equivalent to the prime rate of
Chemical Bank as presently established and which, if feasible, shall be based on
a rate established by Chemical or another New York Clearing House member bank.
<PAGE> 4
Conversion. The New Debentures are convertible at the principal amount
thereof into Common Shares of the Company at any time on or before the close of
business on July 1, 2001, except that, in the event that New Debentures are
called for redemption, the right to convert Debentures which are called for
redemption terminates at the close of business on the date fixed for redemption.
The present conversion rate is $8.75 per share. Such conversion rate is subject
to adjustment in case the Company pays to the holders of Common Shares a
dividend payable in Common Shares or in any other securities or assets (other
than cash payable out of consolidated earnings or earned surplus); or, if it
subdivides or combines its Common Shares; or if there is a split, reverse split
or other reclassification of the Common Shares; or if rights or warrants are
issued to all holders of Common Shares entitling them to purchase Common Shares
or other securities at a price per share less than the then-current market
price. No adjustment in the conversion rate is required if the Company otherwise
issues, in exchange for cash, property or services, Common Shares or any
security carrying rights to acquire Common Shares. No adjustment in the
conversion rate is required unless such adjustment will require an increase or
decrease of at least 50 cents in such rate; adjustments not made by reason of
this provision will be carried forward and taken into account at the time of any
subsequent adjustment. On conversion, no adjustment for accrued interest or
dividends will be made.
Optional Redemption. The New Debentures will be redeemable at the option
of the Company, at any time on or after August 1, 1997 as a whole or from time
to time in part, upon not less than 30 days' notice, at 100% of the unpaid
principal amount thereof, together in each case with accrued interest to the
redemption date. The New Debentures will be redeemable, in whole or in part,
prior to August 1, 1997 at the option of the Company, if for a period of 30
consecutive Business Days (the "Consecutive Period") the Closing Price of the
Common Shares has been at least 140% of the conversion price then in effect, at
a redemption price equal to 100% of the unpaid principal amount thereof,
together with accrued interest to the redemption date.
Redemptions shall be made by giving at least 30 days notice of the scheduled
redemption date to the holders of New Debentures which are to be redeemed. Such
notice shall be given within 30 days of the last day of the Consecutive Period
in the case of redemptions prior to August 1, 1997. Holders of New Debentures
which are intended to be redeemed by the Company shall have the continued right
to convert their New Debentures to Common Shares, in whole or in part, at any
time prior to the date fixed for redemption. If less than all New Debentures are
to be redeemed, the Trustee shall select, in such manner in its discretion as it
shall deem appropriate and fair, the New Debentures to be redeemed; provided,
however, that the Trustee shall select New Debentures of denominations of $1,000
for redemption in whole only.
Subordination. The indebtedness evidenced by the Debentures (including
principal and interest) is subordinated in right of payment to the prior payment
in full of all Senior Indebtedness of the Company. "Senior Indebtedness" is
defined as (a) all indebtedness, evidenced by a note or similar instrument
whether now outstanding or hereafter created, incurred, assumed, issued or
guaranteed by the Company which is for borrowed money, and (b) renewals,
extensions and refundings of such indebtedness, unless in any case it is
provided that the particular indebtedness, renewal, extension or refunding is
not Senior Indebtedness. At April 30, 1994, the approximate amount of Senior
Indebtedness of the Company was $16.5 million. The New Debentures will rank pari
passu with the Company's outstanding Third Series Debentures and pari passu with
its Floating Interest Rate Convertible Subordinated Debentures, Fourth Series,
due 1998.
Such subordination will affect the Company's obligation to make repayments
with respect to the Debentures in connection with dissolution, winding up,
liquidation or reorganization of the Company or in the event that a default in
the payment of any Senior Indebtedness beyond any applicable grace period, or
other event of default with respect to Senior Indebtedness that would permit
acceleration of maturity thereof, shall have occurred and be continuing, or if a
payment with respect to the Debentures would result in any such event of default
with respect to Senior Indebtedness, or if any payment with respect to Senior
Indebtedness is then due and payable. The foregoing provisions will not change
the relative rights of the holders of the Debentures and creditors of the
Company other than the holders of Senior Indebtedness. By reason of such
subordination, in the event of insolvency, however, the holders of the
Debentures may recover less ratably than the creditors of the Company who are
not holders of Senior Indebtedness.
- - ---------------
*The rate 1/2% above the prime rate of Chemical Bank multiplied by the
number of days (including weekends and holidays) the 6 1/2% prime rate was in
effect.
**The total number of days beginning December 2, 1994 (30 days prior to the
interest rate period) through May 31, 1995 (30 days prior to the interest
payment date).
17
<PAGE> 5
Modification and Amendment. The Indenture contains provisions permitting
the Company and the Trustee, with the consent of the holders of not less than
66 2/3% in principal amount of the Debentures at the time outstanding, to modify
the Indenture or any supplemental indenture or the rights of the holders of the
Debentures; provided that no such modification may (i) extend the fixed maturity
of any Debentures, or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon, or impair the conversion rights
of the holders of Debentures without the consent of the holder of each Debenture
so affected, or (ii) reduce the aforesaid percentage of Debentures, the consent
of the holders of which is required for any such modification, without the
consent of the holders of all Debentures then outstanding.
Events of Default. An "Event of Default" is defined to mean: failure to
pay principal when due, either at maturity, upon redemption or otherwise;
failure to pay interest when due for 30 days; failure to perform any other
covenant in the Indenture for 60 days after notice; any default in the
conversion of the Debentures and continuance of such default for 60 days after
notice of such default; certain events of bankruptcy, insolvency or
reorganization of the Company; and any default under any indenture or instrument
evidencing indebtedness of the Company for borrowed money if such default is not
waived or cured and would permit acceleration of such indebtedness. The
Indenture provides that the Trustee shall, within 90 days after the occurrence
of a default, give to the holders of Debentures notice of all uncured defaults
known to it (the term "default" to include the events specified above without
grace periods); provided that, except in the case of default in payment of
principal or interest in respect of the Debentures, the Trustee shall be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interest of the Debentureholders.
The Company is required to furnish to the Trustee within 120 days after the
close of each fiscal year a statement of certain officers of the Company to the
effect that review of the activities of the Company has been made with a view to
determining whether its obligations under the Indenture have been complied with
and as to whether such officers have obtained knowledge of any default under the
Indenture during such fiscal year.
Rights on Default. The Trustee or the holders of 25% of the Debentures are
authorized to declare the principal of all Debentures due and payable upon the
happening of any Event of Default specified in the Indenture, but the holders of
a majority in principal amount of the Debentures are authorized to waive any
default and rescind such declaration if the default is cured. Subject to the
provisions of the Indenture relating to the duties of the Trustee, the Trustee
is under no obligation to exercise any of its rights or powers under the
Indenture, at the request, order or direction of any of the Debentureholders,
unless 25% of the Debentureholders shall have so directed and offered to the
Trustee reasonable indemnity. Subject to such provision for indemnification, the
holders of a majority in principal amount of the Debentures at the time
outstanding have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee.
<PAGE> 6
FORM 8-A
Item 2. Exhibits.
1. Indenture relating to Floating Interest Rate
Convertible Subordinated Debentures, Third Series,
due July 1, 1996 (Filed as Exhibit 4(a) to
Registrant's Registration Statement 2-97263 and
incorporated by reference herein).
2. Indenture relating to Floating Interest Rate
Convertible Subordinated Debentures, 4th Series, due
November 1, 1998 (Filed as Exhibit 4(a) to
Registrant's Registration Statement 33-23877 and
incorporated by reference herein).
3. Amended and restated Certificate of Incorporation
filed with the State of New York, Department of
State, August 14, 1986 (Filed as Exhibit 3.3 to
Registrant's Form 10-K for the fiscal year ended
December 31, 1986 and incorporated by reference
herein).
4. Certificate of Amendment of The Certificate of
Incorporation filed with the State of New York
Department of State, June 13, 1988 (Filed as Exhibit
3.5 to Registrant's Form 10-K for the fiscal year
ended December 31, 1988 and incorporated by reference
herein).
5. Certificate of Amendment of the Certificate of
Incorporation filed with the State of New York
Department of State, March 5, 1993 (Filed as Exhibit
4.1 to Registrant's Form 8-K dated March 5, 1993 and
incorporated by reference herein).
6. By-Laws as in effect on March 15, 1993 (Filed as
Exhibit 3.3 to Registrant's 31, 1992 and incorporated
by reference herein).
<PAGE> 7
FORM 8-A
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
STERLING BANCORP (Registrant)
Jerrold Gilbert
Date July 29, 1994 By __________________________
(Signature)
Jerrold Gilbert,
Executive Vice President
