<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
STERLING BANCORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
STERLING BANCORP
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
[STERLING BANCORP LOGO] 430 PARK AVENUE / NEW YORK, N.Y. 10022
LOUIS J. CAPPELLI
CHAIRMAN
& CHIEF EXECUTIVE
OFFICER
March 11, 1998
Dear Shareholder:
Sterling's Annual Meeting of Shareholders will be held on Thursday, April 16,
1998, at 9:30 a.m. at the University Club, 1 West 54th Street, New York, N.Y. in
the Council Room, on the 7th Floor, and you are invited to attend.
1997 was a milestone year for Sterling Bancorp. Net income was at a record
level. At year end, capital reached an all time high of $92.6 million. The
Annual Meeting will provide an opportunity to review with you Sterling's
achievements and give you a chance to meet your directors.
It is important that your shares be represented at the Annual Meeting whether or
not you are personally able to attend. Proxy material for the meeting
accompanies this letter. I urge you to sign and date the enclosed proxy card and
return it in the enclosed envelope as soon as possible.
Thanks for your continued interest and support.
Sincerely,
/s/ Louis Cappelli
<PAGE> 3
LOGO
STERLING BANCORP
430 PARK AVENUE, NEW YORK, NY 10022-3505
NOTICE OF ANNUAL MEETING
APRIL 16, 1998
The Annual Meeting of Shareholders of Sterling Bancorp will be held on
Thursday, April 16, 1998 at 9:30 o'clock A.M. New York City time at the
University Club, 1 West 54th Street, New York, New York 10022-3505, in the
Council Room, 7th Floor, to consider and act upon the following matters:
1. Election of 10 directors to serve until the next Annual Meeting of
Shareholders and until their successors are elected.
2. Approval of Stock Incentive Plan Amendment, as described in the
accompanying Proxy Statement.
3. Such other matters as may properly come before the meeting or any
adjournment thereof.
The close of business on March 2, 1998 has been fixed as the record date
for the meeting. Only shareholders of record at that time are entitled to notice
of and vote at the Annual Meeting.
IMPORTANT
WE URGE THAT YOU SIGN, DATE AND SEND IN THE ENCLOSED PROXY AT YOUR EARLIEST
CONVENIENCE, WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING. SENDING IN
YOUR PROXY WILL NOT PREVENT YOU FROM VOTING YOUR SHARES PERSONALLY AT THE
MEETING, SINCE YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED.
By Order of the Board of Directors
JERROLD GILBERT
Secretary
March 11, 1998
<PAGE> 4
STERLING BANCORP
430 Park Avenue
New York, N.Y. 10022-3505
------------------
PROXY STATEMENT
------------------
MARCH 11, 1998
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Sterling Bancorp ("Company") with respect
to the Annual Meeting of Shareholders of the Company to be held on April 16,
1998. Any proxy given by a shareholder may be revoked at any time before it is
voted by giving appropriate notice to the Secretary of the Company or by
delivering a later dated proxy or by a vote by the shareholder in person at the
Annual Meeting. Proxies in the accompanying form which are properly executed by
shareholders and duly returned to the Company and not revoked will be voted for
all nominees listed under "Election of Directors," for the amendment of the
Company's Stock Incentive Plan, and on other matters in accordance with the
Board of Directors' recommendations, unless the shareholder directs otherwise.
This proxy statement and the accompanying form of proxy are being mailed to
shareholders on or about March 13, 1998.
The outstanding shares of the Company at the close of business on March 2,
1998 entitled to
vote at the Annual Meeting consisted of 8,217,907 Common Shares, $1 par value
("Common Shares"), and 247,443 Preferred Shares, ("Preferred Shares") of which
1,230 are Series B ($5 par value) and 246,213 are Series D ($5 par value). All
outstanding Common Shares and Preferred Shares vote together and not as separate
classes.
The Common Shares and the Preferred Shares are entitled to one vote for
each share on all matters to be considered at the meeting and the holders of a
majority of such shares, present in person or represented by proxy, constitute a
quorum for the transaction of business at the Annual Meeting of Shareholders.
Only shareholders of record at the close of business on March 2, 1998 are
entitled to vote at the Annual Meeting.
Assuming the presence of a quorum, directors are elected by a plurality of
the votes cast; approval of the Stock Incentive Plan Amendment requires the
affirmative vote of a majority of the holders of outstanding shares entitled to
vote. Accordingly, abstentions and broker non-votes (arising from the absence of
discretionary authority on the part of a broker-dealer to vote shares held in
street name for a customer) will have the effect of a vote cast against the
Stock Incentive Plan Amendment but no effect on other matters.
ELECTION OF DIRECTORS
Ten directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting of Shareholders to be held on April 16, 1998, to
serve until the next Annual Meeting and until their respective successors have
been elected. It is intended that, unless authority to vote for any nominee or
all nominees is withheld, the accompanying proxy will be voted in favor of the
election as directors of the nominees named below. All nominees are members of
the present Board of Directors, having been elected at the 1997 Annual Meeting
of Shareholders. There is no family relationship between any of the nominees or
executive officers. In the event that any of the nominees shall not be a
candidate, the persons designated as proxies are authorized to substitute one or
more nominees, although there is no reason to anticipate that this will occur.
<PAGE> 5
The information set forth below has been furnished by the nominees:
<TABLE>
<CAPTION>
NAME, PRINCIPAL OCCUPATION FOR LAST FIVE YEARS, YEAR
BUSINESS EXPERIENCE, DIRECTORSHIP OF THE COMPANY ELECTED A
AND OF STERLING NATIONAL BANK ("BANK"), DIRECTOR
A SUBSIDIARY OF THE COMPANY, AND OTHER INFORMATION AGE OF THE
-------------------------------------------------- --- COMPANY
<S> <C> <C>
Joseph M. Adamko* 65 1992
Former Managing Director, Manufacturers Hanover Trust Co.
(now Chase Manhattan Bank, N.A.); Vice Chairman of the
Company and of the Bank
Lillian Berkman* 75 1989
President and Chief Executive Officer, General Alarm
Corporation
Louis J. Cappelli * 67 1971
Chairman of the Board and Chief Executive Officer of the
Company; Chairman of the Board of the Bank
Walter Feldesman* 80 1975
Counsel, Baer Marks & Upham
Allan F. Hershfield 66 1994
Senior Advisor to Board of Trustees of Fashion Institute
of Technology; former President, Fashion Institute of
Technology
Henry J. Humphreys 69 1994
Chancellor and Chief Operating Officer, American
Association of the Sovereign Military Order of Malta
John C. Millman* 55 1988
President of the Company; President, Chief Executive
Officer of the Bank
Maxwell M. Rabb 87 1989
Counsel, Kramer, Levin, Naftalis, & Frankel; former United
States Ambassador to Italy
Eugene T. Rossides 70 1989
Senior Counsel, Rogers & Wells; former Assistant
Secretary, United States Treasury Department
William C. Warren* 89 1988
Dean Emeritus, Columbia University School of Law; Of
Counsel, Roberts & Holland, LLP
</TABLE>
- ---------------
* Member of Executive Committee.
Each nominee is a director of the Bank.
The following nominees hold directorships in public companies: Mr. Adamko,
Tommy Hilfiger Corporation; and Mr. Rabb, Preferred Employees, Inc. and
Eurotech, Ltd.
Reference is made to "Security Ownership of Directors and Executive
Officers and Certain Beneficial Owners" on page 9 for information as to the
nominees' holdings of the Company's equity securities.
2
<PAGE> 6
EXECUTIVE COMPENSATION AND RELATED MATTERS
The following table sets forth information concerning the compensation for
the Company's last three completed fiscal years with respect to its chief
executive officer and the four other most highly compensated executive officers
who served as such at December 31, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL ----------------------------
COMPENSATION RESTRICTED SECURITIES ALL OTHER
-------------------- STOCK UNDERLYING COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS($)(1) OPTIONS(#) SATION($)(2)
--------------------------- ---- --------- -------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Louis J. Cappelli 1997 400,000 350,000 75,000 66,813
Chairman of the Board and 1996 315,577 275,000 625,000 37,245
Chief Executive Officer, 1995 306,324 150,000 26,556
Sterling Bancorp
Chairman of the Board,
Sterling National Bank
John C. Millman 1997 265,000 170,000 40,000 17,490
President, 1996 227,695 135,000 437,500 14,365
Sterling Bancorp 1995 221,019 100,000 5,331
President and Chief Executive
Officer,
Sterling National Bank
Jerrold Gilbert 1997 132,500 15,000 15,000 6,074
Executive Vice President, 1996 127,500 25,000 62,500 12,000 6,841
General Counsel and Secretary, 1995 122,500 10,000 2,716
Sterling Bancorp
Executive Vice President,
General Counsel and Secretary,
Sterling National Bank
John A. Aloisio 1997 150,000 25,000 15,000 5,660
Vice President, 1996 139,500 20,000 12,000 6,428
Sterling Bancorp 1995 127,500 12,000 2,865
Executive Vice President,
Sterling National Bank
Leonard Rudolph 1997 150,000 25,000 12,000 5,822
Vice President, 1996 139,500 20,000 15,000 6,309
Sterling Bancorp 1995 126,000 15,000 2,790
Executive Vice President,
Sterling National Bank
</TABLE>
- ---------------
(1) As of December 31, 1997, Messrs. Cappelli, Millman and Gilbert,
respectively, owned in the aggregate 50,000, 35,000 and 5,000 Common Shares
valued at $1,200,000, $840,000, and $120,000, and as to which dividends are
payable, which Common Shares were subject to restrictions on the date of grant,
January 3, 1996. Such restrictions lapse as to 25 percent thereof on the first,
second, third and fourth anniversaries of the date of grant. Accordingly, as of
January 3, 1998, 25,000, 17,500, and 2,500 Common Shares owned by Messrs.
Cappelli, Millman and Gilbert, respectively, were no longer subject to
restrictions.
(2) Represents for each executive the term life insurance premiums paid by
the Company on his behalf, and as to Mr. Cappelli, includes premiums paid by the
Company for split-dollar life insurance policies insuring the joint lives of him
and his spouse. This insuring of joint lives reduces the premiums paid for the
coverage. Premiums paid by the Company will be refunded to the Company on
termination of the split-dollar policies. The imputed income with respect to the
premium for the term life insurance provided under the split-dollar policies and
included in the figure for 1997 was $722. The value of the benefits to Mr.
Cappelli of the remainder of the premiums paid by the Company on the
split-dollar policies and included in the figure for 1997 was $24,880. Also
represents for each executive, his allocable share of the Company's Employee
Stock Ownership Plan ("ESOP") compensation expense, and as to Messrs. Cappelli
and Millman, $21,901 and
3
<PAGE> 7
$11,218, respectively, accruing to them for 1997 under the Company's
supplemental pension benefit plan (see "Retirement Plans" below) as compensation
for Internal Revenue Code limitations on contributions to the ESOP for them.
Mr. Cappelli became the Company's President and Chief Operating Officer in
February, 1992, and became its Chairman and Chief Executive Officer in June,
1992. Mr. Millman was elected President of the Company in April, 1993, having
previously been Executive Vice President.
Employment Contracts. The Company has agreements with Messrs. Cappelli and
Millman which currently provide for terms extending until December 31, 2002 and
December 31, 2000, respectively, and contain change of control provisions
entitling the executive to monthly severance payments equal to one-twelfth of
base salary for a period of 36 months if the executive is terminated other than
for cause or has good reason to terminate his employment, all as defined in the
agreements. The executive also has twelve months after a change of control to
terminate his employment for any reason and receive the severance benefits.
These agreements were entered into upon the recommendation of the Board's
Compensation Committee in 1993.
Retirement Plans. In November 1984, (1) the Sterling Bancorp/Sterling
National Bank Employees' Retirement Plan ("New Plan"), a defined benefit plan
which covers all of their respective eligible employees, was adopted and (2) the
separate defined benefit plans ("Old Plans") previously maintained by Sterling
National Bank and Standard Financial Corporation (since merged into the Company)
were terminated, vesting the benefits of the participants in the Old Plans for
all years of credited service. The New Plan gives credit for credited service
under the Old Plans but provides, in substance, for a participant's vested
benefits under the Old Plans to be offset against the benefits to be provided
the participant under the New Plan. Accordingly, the retirement benefits to be
provided a continuing employee can be determined simply by reference to the
provisions of the New Plan.
An employee becomes eligible for participation in the New Plan upon the
attainment of age 21 and the completion of one year of service. All
contributions required of the New Plan are made by the employers and no employee
contributions are required or permitted.
The Internal Revenue Code imposes limitations on the retirement benefits
payable to more highly compensated employees. The Company has a Supplemental
Executive Retirement Plan for designated employees ("Supplemental Plan"), which
provides for supplemental payments to such retirees of the Company in amounts
equal to the retirement benefits such retirees actually receive under the
Company's plans and the amount which would have been received were such Internal
Revenue Code limitations not in effect.
4
<PAGE> 8
The following table sets forth the estimated annual retirement benefits
under the above plans, on a life annuity and guaranteed 10 year certain basis,
payable to persons in specified remuneration and years of service
classifications, not subject to any offset amount.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
HIGHEST
CONSECUTIVE
FIVE YEAR
AVERAGE ESTIMATED ANNUAL RETIREMENT BENEFIT AT AGE 65 FOR
COMPENSATION REPRESENTATIVE YEARS OF CREDITED SERVICE
IN LAST -------------------------------------------------------------------------------------------------------
10 YEARS 10 15 20 25 30 35 40 45 50
- ------------- -- -- -- -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$100,000............ $14,760 $ 22,140 $ 29,520 $ 36,900 $ 44,280 $ 51,660 $ 59,040 $ 66,420 $ 73,800
150,000............ 22,260 33,390 44,520 55,650 66,780 77,910 89,040 100,170 111,300
200,000............ 29,760 44,640 59,520 74,400 89,280 104,160 119,040 133,920 148,800
250,000............ 37,260 55,890 74,520 93,150 111,780 130,410 149,040 167,670 186,300
300,000............ 44,760 67,140 89,520 111,900 134,280 156,660 179,040 201,420 223,800
350,000............ 52,260 78,390 104,520 130,650 156,780 182,910 209,040 235,170 261,300
400,000............ 59,750 89,640 119,520 149,400 179,280 209,160 239,040 268,920 298,800
450,000............ 67,260 100,890 134,520 168,150 201,780 235,410 269,040 302,670 336,300
500,000............ 74,760 112,140 149,520 186,900 224,280 261,660 299,040 336,420 373,800
550,000............ 82,260 123,390 164,520 205,650 246,780 287,910 329,040 370,170 411,300
600,000............ 89,760 134,640 179,520 224,400 269,280 314,160 359,040 403,920 448,800
650,000............ 97,260 145,890 194,520 243,150 291,780 340,410 389,040 437,670 486,300
700,000............ 104,760 157,140 209,520 261,900 314,280 366,660 419,040 471,420 523,800
750,000............ 112,260 168,390 224,520 280,650 336,780 392,910 449,040 505,170 561,300
800,000............ 119,760 179,640 239,520 299,400 359,280 419,160 479,040 538,920 598,800
</TABLE>
Annual benefits are calculated on the highest consecutive five-year average
compensation during the ten years preceding retirement as provided in the New
Plan.
The pensions computed under the New Plan are equal to the sum of:
(1) 1% of the average compensation up to $4,800, multiplied by the
number of years of credited service, plus
(2) 1 1/2% of the average compensation in excess of $4,800, multiplied
by the number of years of credited service.
Average compensation under the New Plan includes salary compensation but
not other types of compensation; bonus compensation for designated senior
management executives, presently the Chairman and President, is included under
the Supplemental Plan as currently in effect.
The current number of years of service credited to Messrs. Cappelli,
Millman, Gilbert, Aloisio and Rudolph are 46, 21, 23, 7 and 7 respectively.
5
<PAGE> 9
OTHER PLANS
The following tables set forth information as to options granted to each of
the executive officers named in the summary compensation table in the last
fiscal year and as to incentive stock options held at December 31, 1997 by such
executive officers. No other options or stock appreciation rights ("SARs") were
held by such officers at such date, and no options were exercised by such
officers during 1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS GRANT DATE
UNDERLYING GRANTED TO EXERCISE OR PRESENT
THE OPTION EMPLOYEES BASE PRICE EXPIRATION VALUE
NAME GRANTED(1) IN 1997 ($/SH)(2) DATE ($)(3)
---- ---------- ------------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
Louis J. Cappelli....................... 75,000 32.75 15.50 1/31/07 380,250
John C. Millman......................... 40,000 17.47 15.50 1/31/07 180,400
Jerrold Gilbert......................... 15,000 6.55 15.50 1/31/07 40,050
John A. Aloisio......................... 15,000 6.55 15.50 1/31/07 40,050
Leonard Rudolph......................... 12,000 5.24 15.50 1/31/07 32,040
</TABLE>
- ---------------
(1) Options granted will vest in accordance with the following schedule: 8,336
options in 1998, and 8,333 options in each of 1999 through 2006 for Mr.
Cappelli; 6,451 options in each of 1998 through 2003 and 1,294 options in
2004 for Mr. Millman; 6,451 options each in 1998 and 1999 and 2,098 options
in 2000 for Messrs. Gilbert and Aloisio; and 6,451 options in 1998 and 5,549
in 1999 for Mr. Rudolph. All of these options are incentive stock options,
except that 16,941 of the 75,000 options granted to Mr. Cappelli are
nonqualified stock options.
(2) The exercise price of all options is equal to the fair market value of a
share of Common Stock on the date of grant.
(3) In accordance with SEC rules, the Black-Scholes option pricing model was
chosen to estimate the grant date present value of the options set forth in
this table. The Company's use of this model should not be construed as an
endorsement of its accuracy at valuing options. All stock option valuation
models, including the Black-Scholes model, require a prediction about the
future movement of the stock price. The following assumptions were made for
purposes of calculating the grant date present value: an expected option
term of 10 years for Mr. Cappelli, 8 years for Mr. Millman, and 3 years for
Messrs. Gilbert, Aloisio and Rudolph; expected volatility of 20%; dividend
yield of 2.50%; and risk free rate of return of 6.89% for Mr. Cappelli,
6.57% for Mr. Millman, and 6.09% for Messrs. Gilbert, Aloisio, and Rudolph.
The real value of the options in this table depends upon the actual changes
in the market price of Common Shares during the applicable period
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF COMMON SHARES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS
FISCAL YEAR END AT FISCAL YEAR END
------------------------------ ------------------------------
NAME EXERCISABLE NON-EXERCISABLE EXERCISABLE NON-EXERCISABLE
---- ----------- --------------- ----------- ---------------
<S> <C> <C> <C> <C>
Louis J. Cappelli...................... 35,000 75,000 $586,250 $637,500
John C. Millman........................ 25,000 40,000 418,750 340,000
Jerrold Gilbert........................ 12,000 15,000 160,500 127,500
Leonard Rudolph........................ 20,000 12,000 252,000 102,000
John A. Aloisio........................ 17,000 15,000 218,000 127,000
</TABLE>
6
<PAGE> 10
PERFORMANCE GRAPH
The following graph sets forth a comparison of the percentage change in the
cumulative total shareholder return on the Company's Common Shares compared to
the cumulative total return on the Standard & Poor's 500 Index (the "S&P 500
Index"), and the Keefe, Bruyette & Woods 50 Index ("KBW 50 Index"). The stock
price performance shown on the graph below is not necessarily indicative of
future performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG STERLING BANCORP, THE S&P 500 INDEX AND THE KBW 50 INDEX
<TABLE>
<CAPTION>
MEASUREMENT PERIOD STERLING
(FISCAL YEAR COVERED) BANCORP S & P 500 KBW 50
<S> <C> <C> <C>
DEC-92 100 100 100
DEC-93 91 110 106
DEC-94 79 112 100
DEC-95 156 153 160
DEC-96 189 188 227
DEC-97 312 252 332
</TABLE>
- ---------------
* $100 invested on 12/31/92 in Stock or Index.
Including reinvestment of dividends.
Fiscal year ending December 31.
7
<PAGE> 11
MEETINGS AND ATTENDANCE OF DIRECTORS; COMMITTEES; FEES
During the year ended December 31, 1997, the Board of Directors of the
Company held five regularly scheduled meetings and one special meeting. In
addition, various committees of the Board met at regular meetings. No director
attended fewer than 75% of the meetings he or she was required to attend, except
for Mr. Rabb, who attended 66% of such meetings. The Company has standing audit
and compensation committees and does not have a nominating committee or a
committee performing similar functions.
The members of the audit committee ("Audit Committee") are Messrs.
Feldesman (chair), Adamko, Humphreys and Rossides. The Committee held four
meetings during the year ended December 31, 1997. Among the functions of the
Audit Committee are to review the scope of the audit by the Company's
independent accountants, to consider issues which may arise in the course of the
audit, monitor the adequacy of the Company's internal accounting controls,
discuss the services, fees and charges of the independent accountants, report to
the Board in respect of these matters, and recommend the firm to be retained as
independent accountants for the Company.
The members of the compensation committee ("Compensation Committee") are
Mrs. Berkman (chair), Mr. Feldesman, Mr. Rabb, and Mr. Warren. None of the
members of the Compensation Committee has ever been an officer or employee of
the Company or any of the Company's subsidiaries. Among the functions of the
Compensation Committee are making recommendations to the Board concerning the
bases for executive officer compensation, including the relationship between
compensation and performance and the measures of performance to be considered,
and concerning the compensation and other key terms of employment agreements
with Mr. Cappelli and Mr. Millman. (See "Compensation Committee Report" attached
as Exhibit A to this Proxy Statement.) The Compensation Committee held one
meeting during the year ended December 31, 1997.
Directors who are not salaried officers receive fees for attendance at
Board and committee meetings. Each eligible director receives $1,000 for
attending each Board meeting, $600 for attending each committee meeting, a $500
supplemental payment in December of each year and an annual Non-Qualified Stock
Option for 2,000 Common Shares. (See "Non-Employee Director Grants" below.)
Expenses of directors incurred in traveling to Board and committee meetings are
reimbursed by the Company. The Chair of the Audit Committee receives an annual
stipend of $5,000 for service in such capacity in lieu of Audit Committee
meeting fees. Mr. Adamko, Vice Chairman of the Company and the Bank, receives a
monthly fee of $3,750 but does not receive attendance fees.
TRANSACTIONS WITH THE COMPANY AND OTHER MATTERS
From time to time, officers and directors of the Company and their family
members or associates have purchased or may purchase short-term notes of the
Company and certificates of deposit from the Bank on the same terms available to
other persons. The Bank also makes loans from time to time to related interests
of directors. Such loans are made in the ordinary course of business, on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and do not
involve more than the normal risk of collectability or present other unfavorable
features. Messrs. Feldesman and Warren each are counsel to law firms that the
Company retained during its last fiscal year.
8
<PAGE> 12
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL
OWNERS; SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The following table sets forth, as of March 2, 1998, holdings of the
Company's Common Shares and Preferred Shares by each director and each of the
executive officers named in the Summary Compensation Table on page 3 and by all
directors and executive officers as a group. The Common Shares are traded on The
New York Stock Exchange and the closing price on March 2, 1998 was $24.50 per
share.
<TABLE>
<CAPTION>
% OF OUTSTANDING
COMMON % OF OUTSTANDING SERIES D SERIES D
NAME SHARES(1)(2) COMMON SHARES PREFERRED SHARES(1) PREFERRED SHARES
---- ------------ ---------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Joseph M. Adamko.................... 3,500 +
Lillian Berkman..................... 26,600 .32
Louis J. Cappelli................... 223,285 2.72 3,760 1.53
Walter Feldesman.................... 6,000 +
John C. Millman..................... 107,879 1.31 3,679 1.49
Maxwell M. Rabb..................... 3,700 +
Eugene T. Rossides.................. 5,394 +
William C. Warren................... 24,408 .30
Allan F. Hershfield................. 3,317 +
Henry J. Humphreys.................. 3,200 +
Jerrold Gilbert..................... 57,509 .70 3,490 1.42
Leonard Rudolph..................... 30,074 .37 3,528 1.43
John A. Aloisio..................... 28,896 .35 3,520 1.43
All directors and executive officers
as a group (14 in group).......... 550,473 6.70 21,365 8.68
</TABLE>
- ---------------
+ Less than .1 of 1%
(1) Each nominee and officer has sole voting and investment power with
respect to the securities indicated above to be owned by him, except that in the
case of Messrs. Cappelli, Millman, Gilbert, Rudolph and Aloisio, and all
directors and executive officers as a group, shares shown as owned include
44,920, 4,017, 16,720, 2, 2 and 65,738 Common Shares, respectively, held in
profit sharing plans as to which they have power to direct the vote, and the
Preferred Shares, set forth above, held by the Company's Employee Stock
Ownership Trust upon which they are currently entitled to direct the vote. The
shares shown as owned include as to Mr. Warren and Mrs. Berkman 1,500 Common
Shares; as to Messrs. Adamko and Hershfield 2,500 Common Shares; as to Messrs.
Feldesman, Humphreys, Rabb and Rossides 3,000 Common Shares; and as to Messrs.
Cappelli, Millman, Gilbert, Rudolph, and Aloisio, and all executive officers as
a group, 43,336, 31,451, 18,451, 26,451, 23,451 and 164,091 Common Shares,
respectively, covered by outstanding stock options exercisable within 60 days,
and, as to Messrs. Cappelli, Millman, Gilbert, and all executive officers as a
group include 25,000, 17,500, 2,500 and 46,250 Common Shares, respectively,
granted under the Company's Stock Incentive Plan as to which they do not have
sole investment power. In addition, the shares shown as owned by Mr. Cappelli
include 298 Common Shares owned by his wife, the shares shown as owned by Mr.
Millman include 123 shares owned by his wife as custodian, and the shares shown
as owned by Mr. Gilbert include 122 shares owned as custodian, beneficial
ownership of which each of them disclaims.
9
<PAGE> 13
The following table sets forth the number of Common Shares owned
beneficially by Dimensional Fund Advisors, Inc. based upon information provided
by it to the Company as of December 31, 1997.
<TABLE>
<CAPTION>
NUMBER AND
NATURE OF
COMMON SHARES APPROXIMATE
BENEFICIALLY PERCENTAGE OF
NAME AND ADDRESS OWNED CLASS
---------------- ------------- -------------
<S> <C> <C>
Dimensional Fund Advisors Inc. ("Dimensional").............. 539,295(1) 6.56
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
</TABLE>
- ---------------
(1) Dimensional has advised the Company that it is a registered investment
advisor and is deemed to have beneficial ownership of 539,295 Common Shares as
of December 31, 1997, all of which Shares are held in portfolios of DFA
Investment Dimensions Group Inc., a registered open-end investment company, or
in series of the DFA Investment Trust Company, a Delaware business trust, or the
DFA Group Trust and the DFA Participation Group Trust, investment vehicles for
qualified employee benefit plans, all of which Dimensional serves as investment
manager. Dimensional has advised the Company that all such Shares are owned by
advisory clients of Dimensional, no one of which, to the knowledge of
Dimensional, owns more than 5% of the class.
Sterling Bancorp and Subsidiaries Employee Stock Ownership Trust (whose
address is 430 Park Ave., New York, NY 10022, Attn: Trust Dept.), established
pursuant to the Sterling Bancorp and Subsidiaries Employee Stock Ownership Plan
("ESOP"), owns all 246,213 outstanding shares of Series D Preferred Stock, each
share of which is convertible into one Common Share. The Series D Preferred
Stock carries one vote per share, and votes along with the Common Shares as a
single class. Participants vote shares allocated to their respective ESOP
accounts, and receive passed through voting rights with respect to unallocated
shares based on relative ESOP account balances. Any Shares with respect to which
voting instructions are not received are to be voted by the ESOP Committee.
Except as set forth above, the Company does not know of any person that
owns more than 5% of any class of the Company's voting securities.
The Company believes that all required filings have been made under Section
16(a) of the Securities Exchange Act of 1934 by the Company's directors and
executive officers. In making this statement, the Company has relied on copies
of the reporting forms received by it or on the written representations from
certain reporting persons that no Forms 5 were required to be filed under the
applicable rules of the Securities and Exchange Commission.
APPROVAL OF STOCK INCENTIVE PLAN AMENDMENT
In April 1992, shareholders approved adoption of the Company's Stock
Incentive Plan, which authorized the grant of awards in the form of incentive
stock options, non-qualified stock options, stock appreciation rights,
restricted stock or a combination of these. Information as to the types of
awards and the Federal income tax consequences of each type is set forth under
appropriate captions on pages 11 through 13 below. There are currently 1,050,000
shares covered by the Plan. Awards covering an aggregate of 869,750 shares have
been made. After giving effect to such awards, only 180,250 shares remain
available under the Plan.
The Compensation Committee and the Company's Stock Plans Committee have
advised the Board of Directors that in view of the Compensation Committee's
policy for greater utilization of stock-based compensation, they recommended
that the number of shares available under the Plan be increased by 400,000
shares (see "Compensation Committee Report" attached as Exhibit A to this Proxy
Statement). The Board of Directors has approved and recommends to the
shareholders an amendment to the Plan which would increase the aggregate number
of shares subject to it by 400,000. The text of the amendment is attached as
Exhibit B to this Proxy Statement. No grants will be made under the Plan
pursuant to the proposed amendment unless the shareholders approve the amendment
at the 1998 Annual Meeting.
Approval of the amendment requires the affirmative vote of a majority of
the holders of outstanding shares entitled to vote.
10
<PAGE> 14
The Board of Directors recommends a vote FOR the approval of the amendment,
and it is intended that proxies not marked to the contrary will be so voted.
ADMINISTRATION
Authority to administer the Plan was delegated by the Board to a Stock
Plans Committee which consists of at least three directors, none of whom is to
be eligible to participate in awards (other than automatic awards to
Non-Employee Directors). In addition to Non-Employee Directors, all officers and
key employees of the Company and its subsidiaries who are in positions which
enable them to make significant contributions to long-term performance and
profitability of the Company are eligible to receive awards. Approximately 115
employees of the Company and its subsidiaries are eligible to participate in the
Plan.
TYPE OF AWARDS
Awards granted pursuant to the Plan may take the form of Incentive Stock
Options ("ISOs"), within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), Non-Qualified Stock Options ("NQSOs"), Stock
Appreciation Rights ("SARs"), Restricted Stock or a combination of these forms
of awards.
Incentive Stock Options. The exercise price of an ISO may not be less than
100% of the fair market value of the Company's Shares on the date of grant. If
the aggregate market value (determined on the date of grant) of all shares
subject to ISOs that first become exercisable by an individual optionee in a
single calendar year exceeds $100,000, the excess is to be treated as NQSOs. An
optionee may exercise an ISO during the option period at such time, and in such
amounts (subject to a 100 share minimum), as he desires and may pay the exercise
price in cash or in such other consideration as the Committee may determine. All
ISOs granted under the Plan are exercisable for a ten year period, on a
cumulative basis at a rate of twenty-five (25%) each year, beginning one year
after the date of grant, unless the Committee determines otherwise; provided
that, unless the Committee determines otherwise in an optionee's written award
agreement, all ISOs granted to an optionee will become exercisable upon the
termination of the optionee's employment by the Company without "cause," or upon
a "change in control" of the Company (as each such term is defined in the Plan).
In the event of termination of an optionee's employment, other than by the
Company for cause, or in the event of death or disability, any unexercised
portion of the ISO which is exercisable at the time of termination will
terminate three months following such termination unless the expiration date of
the ISO occurs sooner. If such termination of employment is by reason of death
or disability, the portion of the ISO which is exercisable at the time of
termination may be exercised for a period of 12 months after such termination,
unless the expiration date of the ISO occurs sooner. In the event the Company
terminates an optionee's employment for cause, any unexercised portion of the
ISO will terminate immediately upon termination of employment. Additional
restrictions apply to ISOs granted to a 10 percent stockholder (as defined in
Section 422 of the Code).
Non-Qualified Stock Options. All Non-Qualified Stock Options granted under
the Plan may be for such (i) number of shares, (ii) exercise price and (iii)
term as the Committee, in its sole discretion, may determine. All NQSOs granted
under the Plan are exercisable beginning six months after the date of grant
unless the Committee determines otherwise; provided that, unless the Committee
determines otherwise in an optionee's written award agreement, all NQSOs granted
to an optionee will become exercisable upon the termination of the optionee's
employment by the Company without cause, or upon a change in control of the
Company. The terms of the Plan regarding exercisability of NQSOs following
termination of employment are identical to those applicable to ISOs.
Stock Appreciation Rights. Pursuant to the terms of the Plan SARs are
granted only (i) in conjunction with the granting of options, (ii) in an amount
not in excess of the number of Shares granted in the related option and (iii) on
terms providing that the exercise of an option for a given number of shares
terminates the related SAR for that number of shares (so that the total number
of shares for which an option and the related SAR may be exercised cannot exceed
the number of shares granted in the option). SARs provide the participant with
an amount equal to the difference between the fair market value of the Shares on
the date the SAR is exercised and the exercise price of the option; such amount
is to be paid, in the discretion of the Committee, either in cash or in shares
(valued at their fair market value on the date of exercise) or a
11
<PAGE> 15
combination thereof. Each SAR is subject to the same conditions on termination
of employment as the related option.
Restricted Stock. A recipient of Restricted Stock may be entitled to
receive Shares of the Company at no out-of-pocket cost or to purchase Shares of
the Company at a price determined by the Committee which is expected to be below
the fair market value of the Shares. The time period of the restrictions and
rate of lapse of such restrictions will be determined by the Committee in its
sole discretion; provided that, unless the Committee determines otherwise in a
grantee's written award agreement, all such restrictions shall lapse upon the
termination of the grantee's employment by the Company without cause, or upon a
change in control of the Company.
Shares. The number of shares available is subject to adjustment in order
to prevent dilution. To the extent that options expire or are cancelled without
having been exercised or Restricted Stock is forfeited, the shares involved
shall become available for future grants or awards.
NON-EMPLOYEE DIRECTOR GRANTS
Under the Plan each Non-Employee Director will automatically be granted an
NQSO on the last day the Company's Common Shares are traded in April. Such NQSO
is to be for 2,000 shares, is to become exercisable in four equal
installments -- commencing on the first anniversary of the date of grant -- and
to expire on the fifth anniversary of such date, and is to provide for a
purchase price equal to 100% of the fair market value of the Common Shares on
the date of grant; provided that an NQSO shall be immediately exercisable in the
event of a change in control of the Company. Each Non-Employee Director is to be
granted such an option in each April commencing in 1995 and terminating in 1999
or such earlier time as his services as a director terminate; upon such
termination all options then exercisable may be exercised during a period of
three months, except that if termination is by reason of death, the legal
representative of the deceased Non-Employee Director has six months to exercise
all options regardless of whether the decedent could have then exercised them.
AMENDMENT
The Plan may be amended, terminated or modified by the Board at any time,
except that the Board may not, without approval by a vote of the shareholders of
the Company (subject, however, to changes resulting from stock dividends, stock
splits or similar changes in the Company's capitalization), increase the maximum
number of shares for which options and awards may be granted under the Plan or
change the persons eligible to participate in the Plan. No such termination,
modification or amendment may affect the rights of a participant under an
outstanding option or the grantee of an award.
FEDERAL INCOME TAX CONSEQUENCES
In general, except as described below with respect to Restricted Stock, no
taxable income will be recognized by the participant, and no deduction will be
allowed to the Company, upon the grant of any option, SAR or shares of
Restricted Stock under the Plan.
Non-Qualified Stock Options. In general, upon exercise of an NQSO, an
optionee will recognize ordinary income in the year in which the option is
exercised in an amount equal to the difference between the fair market value of
the Shares on the date of exercise and the exercise price; the amount so
recognized as income will be deductible by the Company.
Upon any subsequent sale of the shares, the optionee's basis in the shares
for determining gain or loss will be the sum of the exercise price and any
income recognized upon exercise. If the shares purchased as a result of the
exercise of such option constitute a capital asset in the hands of the optionee,
any gain or loss recognized to the optionee upon the sale or other disposition
of any of these shares will be a capital gain or loss, either long-term,
mid-term or short-term, depending upon the holding period of the shares.
Incentive Stock Options. No taxable income will be recognized by the
optionee upon the exercise of an ISO, but the difference between the fair market
value of the shares on the date of exercise and the exercise price is an item of
tax preference, subject to the possible application of the alternative minimum
tax. If the
12
<PAGE> 16
shares purchased on the exercise of an ISO are held for a period of at least two
years from the date of the grant of the option and one year from the date the
option is exercised, any gain recognized on a subsequent sale of such Shares
will constitute long-term capital gain or mid-term capital gain rather than
ordinary income, and the Company will not be entitled to any deduction with
respect to the option.
However, if the optionee disposes of such shares within one year from the
date of exercise or two years from the date of the grant of the option, the
excess of the lesser of the fair market value of the shares at the time of
exercise and the amount realized by the optionee on such disposition over the
exercise price will be taxed as ordinary income, and the Company will be
entitled to a corresponding deduction. Any further gain or any loss recognized
on such a disposition generally will be a capital gain or loss, either
long-term, mid-term or short-term, depending on the holding period of the
shares.
Stock Appreciation Rights. Upon exercise of an SAR the amount of cash
received (or the value of any shares received) must be treated as ordinary
income by the employee. Under such circumstances, the Company will be entitled
to a corresponding tax deduction in the same amount which the employee is
required to treat as income.
Restricted Stock. The award of Restricted Stock to an employee is not
taxable to the employee at the time of grant. Generally, the employee will
recognize ordinary income when the restrictions against transfer of the stock
lapse in an amount equal to the value of the stock at that time. Alternatively,
the employee can elect under Section 83(b) of the Code (a "Section 83(b)
Election") to include the value of the Stock at the time of the grant, less any
amount paid for it, in his income for the year in which he received the
Restricted Stock. The employee must file this election with the Internal Revenue
Service within 30 days after the Restricted Stock is transferred to him. If the
employee makes this election, subsequent changes in the value of the stock will
not result in ordinary income or loss to him. However, if the stock is later
forfeited, the employee will not be entitled to any deduction with respect to
the amount he earlier included as ordinary income. The Company will be entitled
to an income tax deduction in the year in which the employee recognized ordinary
income with respect to the Restricted Stock in an amount equal to the income
recognized by the employee.
If no Section 83(b) Election is made, (i) no income will be recognized by
the employee (and the Company will not be entitled to a deduction) with respect
to the Restricted Stock until the date the restrictions lapse, (ii) any
dividends paid on the Restricted Stock until the restrictions lapse will be
taxed to the employee as compensation income (and the Company will be entitled
to a deduction) and (iii) the employee will recognize ordinary income at the
time the restrictions lapse in an amount equal to the fair market value of the
Restricted Stock at that time, less the amount paid, if any, and the Company
will be entitled to a corresponding deduction. Upon a subsequent disposition of
the Restricted Stock by the employee, any gain or loss realized above or below
the value previously taken into income by the employee will be long-term,
mid-term or short-term capital gain or loss, depending on the holding period of
the Shares following the date the restrictions lapse or the Section 83(b)
Election was made, as applicable.
On April 30, 1997, pursuant to the terms of the Plan, NQSOs to purchase
2,000 Common Shares were granted to each of the Company's eight Non-Employee
Directors at a price of $16.00 per share, the closing price of the Common Shares
on such date. Effective February 10, 1998, options covering 205,000 Common
Shares were granted to executive officers (including 100,000 to Mr. Cappelli;
50,000 to Mr. Millman; 15,000 to Mr. Gilbert; 15,000 to Mr. Rudolph; and 15,000
to Mr. Aloisio), and options covering 63,000 Common Shares were granted to other
employees. The exercise price of each such option is $24.75, the closing price
of the Common Shares on February 10, 1998.
REQUIRED VOTE FOR APPROVAL
Approval of the Amendment requires the vote of a majority of the holders of
the outstanding shares entitled to vote.
The Board of Directors recommends a vote FOR the approval of the Amendment,
and it is intended that proxies not marked to the contrary will be so voted.
13
<PAGE> 17
GENERAL
INDEPENDENT PUBLIC ACCOUNTANTS
Representatives of KPMG Peat Marwick LLP, which firm audited the financial
statements for the Company's fiscal year ending December 31, 1997 and which has
been the auditor for the Company and its predecessors since 1958, are expected
to be present at the Annual Meeting of Shareholders. They will have the
opportunity to make a statement if they desire to do so and are expected to be
available to respond to appropriate questions.
SHAREHOLDERS' PROPOSALS FOR 1999 ANNUAL MEETING
Any shareholder who may desire to submit a proposal for inclusion in the
proxy and proxy statement for the 1999 Annual Meeting of Shareholders scheduled
to be held on April 15, 1999, must present such proposal in writing to the
Company at 430 Park Avenue, New York, New York 10022-3505, Attention: Jerrold
Gilbert, Secretary, not later than the close of business on November 6, 1998.
OTHER
Management knows of no other business to be presented to the Annual Meeting
of Shareholders, but if any other matters are properly presented to the meeting
or any adjournments thereof, the persons named in the proxies will vote upon
them in accordance with their best judgment.
The cost of the solicitation of proxies in the enclosed form will be borne
by the Company. In addition to solicitation by mail, directors, officers and
employees of the Company may solicit proxies by personal interview, telephone or
telegram. The Company reimburses brokerage houses, custodians, nominees and
fiduciaries for their expenses in forwarding proxies and proxy material to their
principals. The Company has retained Morrow & Co., Inc. to assist in the
solicitation of proxies, which firm will, by agreement, receive compensation of
$3,500, plus expenses, for these services.
The Annual Report to Shareholders (which is not a part of the proxy
soliciting material) for the fiscal year ended December 31, 1997 accompanies
this Notice and Proxy Statement.
THE COMPANY FILES WITH THE SECURITIES AND EXCHANGE COMMISSION AN ANNUAL
REPORT ON FORM 10-K. A COPY OF THE REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31,
1997, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, WILL BE
FURNISHED, WITHOUT CHARGE, TO ANY SHAREHOLDER SENDING A WRITTEN REQUEST THEREFOR
TO JOHN W. TIETJEN, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER,
STERLING BANCORP, 430 PARK AVENUE, NEW YORK, NY 10022-3505.
STERLING BANCORP
Dated: March 11, 1998
14
<PAGE> 18
EXHIBIT A
COMPENSATION COMMITTEE REPORT
The policy of the Company - adopted by the Board of Directors in 1993 on
the recommendation of our Committee is:
"Company policy should be to make a meaningful part of the
compensation of executive officers be based on performance. While the
relative importance of performance measures may vary from year to year in
line with corporate business plans and the Committee's judgment, the
measures would include, amongst other criteria, earnings, return on assets,
return on equity, loan and deposit growth."
With respect to the Company's Chairman and President, their employment
agreements, as mandated by our Committee, provide for annual performance bonuses
to be based on performance targets set by the Committee together with its
evaluation of relevant qualitative factors. 1997 targets were set for
consolidated earnings, return on assets, return on equity, loans, and deposits
and customer repurchase agreements; each performance target was set at a level
representing meaningful growth over the appropriate base period. Given the
Company's 1997 performance, cash bonus amounts of $350,000 and $170,000,
respectively, were determined for Messrs. Cappelli and Millman.
We further believe that the advances made by the Company since we
recommended that performance-based compensation be emphasized and that there
should be greater utilization of stock-based compensation demonstrate the
soundness of this compensation philosophy and in this connection we recommended
to the Board an increase of 400,000 in the shares available under the Company's
Stock Incentive Plan, which increase the Board is recommending to the
shareholders for approval at the upcoming annual meeting.
After considering the Company's achievements in earnings growth, enhanced
assets and capital, business expansion and heightened recognition in the
financial markets and after evaluating the contributions made by Messrs.
Cappelli and Millman and the responsibilities undertaken by them, our Committee
determined that the annual base salaries under the Company's employment
agreements with them should be increased by $25,000 and $15,000, respectively,
effective January 1, 1998, and the terms of these agreements extended to
December 31, 2002 and December 31, 2000, respectively.
Lillian Berkman, Chair
Walter Feldesman
William C. Warren
Dated: January 28, 1998
A-1
<PAGE> 19
EXHIBIT B
STERLING BANCORP STOCK INCENTIVE PLAN AMENDMENT
A. INTRODUCTION -- Sterling Bancorp (the "Company") desires to amend the
Sterling Bancorp Stock Incentive Plan, as amended to date, (the "Plan") to
increase the maximum aggregate number of shares subject to the Plan by 400,000.
B. EFFECTIVENESS -- This amendment shall become effective if it shall be
approved by the vote of a majority of the outstanding voting shares entitled to
notice of and to vote at the 1998 annual meeting of shareholders. In the event
of any conflict between the provisions of this amendment and of the Plan as
originally adopted, the provisions of this amendment shall control.
C. SHARES SUBJECT TO THE PLAN -- The first sentence of Section 3 of the
Plan, as amended, is amended to further increase the number set forth therein by
400,000.
B-1
<PAGE> 20
STERLING BANCORP
430 PARK AVENUE, NEW YORK, NY 10022-3505
LOGO
Subsidiaries and Division
STERLING NATIONAL BANK
STERLING FACTORS CORPORATION
STERLING NATIONAL MORTGAGE COMPANY, INC. (NEW YORK)
STERLING NATIONAL MORTGAGE CORPORATION (VIRGINIA)
STERLING REAL ESTATE HOLDING COMPANY, INC.
STERLING BANKING CORPORATION
STERLING FINANCIAL SERVICES COMPANY (DIVISION)
<PAGE> 21
STERLING BANCORP
430 PARK AVENUE, NEW YORK, NY 10022-3505
LOGO
<PAGE> 22
PROXY THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
(LOGO) STERLING BANCORP
ANNUAL MEETING OF SHAREHOLDERS, APRIL 16, 1998
The undersigned appoints Louis J. Cappelli, John C. Millman and Lillian
Berkman, or any one of them, attorneys and proxies with power of substitution,
to vote all of the Common Shares and Preferred Shares of Sterling Bancorp
standing in the name of the undersigned at the Annual Meeting of Shareholders
on April 18, 1998, and all adjournments thereof, hereby revoking any proxy
heretofore given.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
- --------------------------------------------------------------------------------
Fold and Detach Here
STERLING BANCORP
THIS IS YOUR PROXY
YOUR VOTE IS IMPORTANT
COMPANY HIGHLIGHTS
1997 was a momentous year for Sterling Bancorp
. Net income grew 32% to a record $10.9 million.
. Assets surpassed $1 billion at year end.
<PAGE> 23
Please mark /X/
your votes
as this
PROPOSALS OF THE BOARD OF DIRECTORS
THE DIRECTORS RECOMMEND A VOTE FOR
1. ELECTION OF DIRECTORS
Joseph M. Adamko, Lillian Berkman, Louis J. Cappelli, Walter Feldesman, Allan
F. Hershfield, Henry J. Humphreys, John C. Millman, Maxwell M. Rabb, Eugene T.
Rossides, William C. Warren.
For all Withheld for all
NOMINEES NOMINEES
/ / / /
To withhold authority to vote for any individual nominee(s) write that
nominee's name in the space provided.
- -------------------------------------------------------------
THE DIRECTORS RECOMMEND A VOTE FOR
2. Proposal to approve the Stock Incentive Plan Amendment.
FOR AGAINST ABSTAIN
/ / / / / /
3. In their discretion the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER
IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED "FOR ALL NOMINEES" IN ITEM 1 AND
"FOR" APPROVAL OF THE STOCK INCENTIVE PLAN AMENDMENT.
Signature(s) Date
-------------------------------------------- ----------------
Please mark, date, and sign as your name appears hereon and return in the
enclosed envelope. If acting as executor, administrator, trustee, guardian,
etc., you should so indicate when signing. If the signer is a corporation,
please sign the full corporate name, by duly authorized officer. If shares are
held jointly, each shareholder named should sign.
- --------------------------------------------------------------------------------
Fold and Detach Here
