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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended December 31, 2000 Commission File No. 1-5273-1
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STERLING BANCORP
(Exact Name of Registrant as specified in charter)
NEW YORK 13-2565216
(State or other jurisdiction of (I.R.S. employer identification No.)
incorporation or organization)
430 PARK AVENUE, NEW YORK, N.Y. 10022-3505
(Address of principal executive offices) (Zip Code)
(212) 826-8000
(Registrant's telephone number, including area code)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
Common Shares, $1 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.[ ]
On March 13, 2001 the aggregate market value of the voting stock held by
non-affiliates of the Registrant was $175,616,057.
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
THE REGISTRANT HAS ONE CLASS OF COMMON STOCK OF WHICH 9,106,325 SHARES WERE
OUTSTANDING AT MARCH 13, 2001.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Specified portions of the Sterling Bancorp 2000 Annual Report are
incorporated by reference in Parts I and II.
(2) Specified portions of the Sterling Bancorp definitive Proxy Statement
dated March 13, 2001 are incorporated by reference in Part III.
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STERLING BANCORP
FORM 10-K
TABLE OF CONTENTS
PAGE
----
PART I
Item 1. BUSINESS........................................... I- 1
Item 2. PROPERTIES......................................... I- 9
Item 3. LEGAL PROCEEDINGS.................................. I- 9
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS........................................ I- 9
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.................... II-1
Item 6. SELECTED FINANCIAL DATA............................ II-1
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS............ II-1
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.............................. II-1
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........ II-1
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE............ II-1
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT..................................... III-1
Item 11. EXECUTIVE COMPENSATION............................. III-1
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.......................... III-1
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..... III-1
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K........................ IV-1
SIGNATURES
Exhibits Submitted in a Separate Volume.
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PART I
ITEM 1. BUSINESS
GENERAL
Sterling Bancorp ("the parent company" or "the Registrant") is a bank holding
company and a financial holding company as defined by the Bank Holding Company
Act of 1956 ("the BHCA"), as amended. Throughout the report, the terms "the
Company" or "Sterling" refers to Sterling Bancorp and its subsidiaries. Sterling
provides a full range of financial products and services, including business and
consumer loans, commercial and residential mortgage lending and brokerage,
asset-based financing, accounts receivable management services, trade financing,
equipment leasing, corporate and consumer deposit services, trust and estate
administration and investment management services. The Company has operations in
metropolitan New York and Washington, DC areas, as well as Virginia and other
mid-Atlantic territories and conducts business throughout the United States. The
parent company owns all of the outstanding shares of Sterling National Bank
("the bank") -- its principal subsidiary, and all of the outstanding shares of
Sterling Banking Corporation ("finance subsidiary"). Sterling National Mortgage
Company, Inc. ("SNMC"), Sterling National Servicing, Inc. ("SNS-Virginia"),
Sterling Factors Corporation ("Factors") and Sterling Holding Company of
Virginia, Inc. are wholly owned subsidiaries of the bank. Until 1998, Factors
was a finance subsidiary of the Registrant. Sterling Holding Company of
Virginia, Inc. was formed as of December 21, 1998 and owns all of the
outstanding common shares of Sterling Real Estate Holding Company, Inc. which
was formed as of March 1, 1997. Segment information appearing in Note 20
beginning on page 37 of the 2000 Annual Report is incorporated by reference
herein.
GOVERNMENT MONETARY POLICY
The Company is affected by the credit policies of monetary authorities,
including the Board of Governors of the Federal Reserve System. An important
element of the Federal Reserve System is to regulate the national supply of bank
credit. Among the instruments of monetary policy used by the Federal Reserve are
open market operations in U.S. Government securities, changes in the discount
rate, reserve requirements on member bank deposits, and funds availability
regulations. The monetary policies of the Federal Reserve have in the past had a
significant effect on operations of financial institutions, including the bank,
and will continue to do so in the future. Changing conditions in the national
economy and in the money markets make it difficult to predict future changes in
interest rates, deposit levels, loan demand or their effects on the business and
earnings of the Company. Foreign activities of the Company are not considered to
be material.
COMPETITION
There is intense competition in all areas in which the Company conducts its
business. The Company competes with banks and other financial institutions.
The bank
- --------
Sterling National Bank was organized in 1929 under the National Bank Act and
commenced operations in New York City. The bank maintains six offices in New
York City (three branches and an International Banking Facility in Manhattan and
two branches in Queens). The executive office is located at 430 Park Avenue, New
York, New York. There are regional representatives located in Richmond,
Virginia.
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The bank provides a full range of banking services to businesses and
individuals including checking, savings and money market accounts, certificates
of deposit, business loans, personal and installment loans, VISA/MASTERCARD,
safe deposit and night depository facilities. Business lending, depository and
related financial services are furnished to a wide range of customers in diverse
industries, including commercial, industrial and financial companies, as well as
government and non-profit agencies. Loan facilities available to these customers
include short-term revolving credit arrangements, term loans, letters of credit,
accounts receivable management services, asset-based financing, equipment
financing, real estate and mortgage loans, leasing and lock box services.
Through its international division and International Banking Facility, the
bank offers financial services to its customers and correspondents in the
world's major financial centers. These services consist of financing import and
export transactions, issuance of letters of credit and creation of bankers
acceptances. In addition to its direct worldwide correspondent banking
relationships, active bank account relationships are maintained with leading
foreign banking institutions in major financial centers.
The bank's trust division provides a variety of fiduciary, investment
management, advisory and corporate agency services to individuals, corporations
and foundations. The bank acts as trustee for pension, profit-sharing and other
employee benefit plans and personal trusts and estates. For corporations, the
bank acts as trustee, transfer agent, registrar and in other corporate agency
capacities.
Factors provides accounts receivable management services. Factors
purchases clients' accounts receivable, assumes credit risk on approved orders
and handles credit and collection details and bookkeeping requirements. Income
for these services is derived from commissions charged for receivables serviced
and interest charged on advances to the client. For these services, Factors
receives a portion of factoring commissions paid by the clients plus a portion
of interest charged on advances. The accounts receivable factored are for
clients primarily engaged in the apparel and textile industries.
Sterling's mortgage banking and brokerage business is conducted through
SNMC offices located principally in New York and Virginia. SNMC originates
conforming residential mortgage loans, for resale, throughout the tri-state
metropolitan area as well as in Virginia and other mid-Atlantic states. SNMC
also originates non-conforming residential mortgage loans, for its own portfolio
and for resale, principally in Virginia.
There are no industry concentrations exceeding 10% of loans, gross in the
commercial and industrial loan portfolio. Approximately 74% of the bank's loans
are to borrowers located in the metropolitan New York area.
The composition of income from the operations of the bank and its
subsidiaries for the years ended: [1] December 31, 2000 included interest and
fees on commercial and other loans (54%), interest and dividends on investment
securities (27%) and other (19%); [2] December 31, 1999 included interest and
fees on commercial and other loans (53%), interest and dividends on investment
securities (26%), and other (21%); [3] December 31, 1998 included interest and
fees on commercial and other loans (54%), interest and dividends on investment
securities (25%), and other (21%).
At December 31, 2000, the bank and its subsidiaries had 365 employees,
consisting of 129 officers and 236 supervisory and clerical employees. The bank
considers its relations with its employees to be satisfactory.
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Parent Company and Finance Subsidiaries
---------------------------------------
The parent company, through its division--Sterling Financial Services
Company ("Sterling Financial"), makes loans that are secured by personal
property, accounts receivable or other collateral; occasionally unsecured
advances are provided to its customers.
Sterling Financial engages in asset-based lending with independent
dealers who market products, such as housewares, appliances, automobiles, and
educational material to consumers on an installment basis with repayment terms
between 12 and 48 months. Sterling Financial administers these installment
contracts for the dealer, providing billing, payment processing and other
bookkeeping services. Advances are made to each dealer of generally up to
80% of the discounted aggregate value of the dealer's installment contracts.
The composition of income (excluding equity in undistributed net income of
the bank) of the parent company and its finance subsidiaries for the years
ended: [1] December 31, 2000 included interest and fees on loans (42%),
dividends, interest and service fees (55%) and other (3%); [2] December 31, 1999
included interest and fees on loans (47%), dividends, interest and service fees
(52%), and other (1%); [3] December 31, 1998 included interest and fees on loans
(71%), dividends, interest and service fees (28%), and other (1%). For the year
ended December 31, 1998, Factors was a finance subsidiary, and the results of
its operations were included in the foregoing and in all financial statements
relating to that year.
At December 31, 2000, the parent company employed 28 persons consisting of
7 officers with the balance of the employees performing supervisory and clerical
functions. The parent company and its finance subsidiaries consider employee
relations to be satisfactory.
SUPERVISION AND REGULATION
General
- -------
The banking industry is highly regulated. Statutory and regulatory controls
are designed primarily for the protection of depositors and the banking system,
as opposed to the shareholders of the parent company. The following discussion
is not intended to be a complete list of all the activities regulated by the
banking laws or of the impact of such laws and regulations on the bank. It is
intended only to briefly summarize some material provisions.
Bank Holding Company Regulation
- -------------------------------
Sterling Bancorp is a bank holding company and a financial holding company under
the BHCA, as amended, and is subject to supervision, examination and reporting
requirements of the Board of Governors of The Federal Reserve System ("FRB").
The BHCA requires the prior approval of the Federal Reserve Board for the
acquisition by a bank holding company of more than 5% of the voting stock or
substantially all of the assets of any bank or bank holding company. Also, under
the BHCA, bank holding companies are prohibited, with certain exceptions, from
engaging in, or from acquiring more than 5% of the voting stock of any company
engaging in, activities other than banking or managing or controlling banks or
furnishing services to or performing services for their subsidiaries. The BHCA
also authorizes the Federal Reserve Board to permit bank holding companies to
engage in, and to acquire or retain shares of companies that engage in,
activities which the Federal Reserve Board determines to be so closely related
to banking or managing or controlling banks as to be a proper incident thereto.
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The Federal Reserve Board has ruled that a number of activities come
within this standard while finding that several activities do not. As discussed
below under "Recent Legislative Developments", the BHCA was amended by the
Gramm-Leach- Bliley Act of 1999 to permit a broader range of activities for bank
holding companies that qualify as "financial holding companies".
As a national bank, the bank is principally subject to supervision,
examination and reporting requirements of the Office of the Comptroller of the
Currency ("OCC"), as well as the Federal Deposit Insurance Corporation ("FDIC").
Insured banks, including the bank, are subject to extensive regulation of many
aspects of their business. These regulations, among other things, relate to: (a)
the nature and amount of loans that may be made by the bank and the rates of
interest that may be charged; (b) types and amounts of other investments; (c)
branching; (d) permissible activities; and (e) reserve requirements.
Sterling Banking Corporation is subject to supervision and regulation by
the Banking Department of the State of New York.
Payment of Dividends and Transactions with Affiliates
- -----------------------------------------------------
Various legal restrictions limit the extent to which the bank can fund its
parent company and its nonbank subsidiaries. All national banks are limited in
the payment of dividends without the approval of the Comptroller of the Currency
to an amount not to exceed the net profits (as defined) for that year to date
combined with its retained net profits for the preceding two calendar years. In
addition, there are restrictions on the amount of loans that the bank can make
to each of its non-bank affiliates and to all of its non-bank affiliates in the
aggregate, a requirement that such loans be collateralized, and a requirement
that transactions between a bank and its non-bank affiliates be on an arm's
length basis.
Capital Adequacy
- ----------------
The Company and the bank are subject to risk-based capital regulations. The
purpose of these regulations is to quantitatively measure capital against risk-
weighted assets, including off-balance sheet items. These regulations define the
elements of total capital into Tier 1 and Tier 2 components and establish
minimum ratios of 4% for Tier 1 capital and 8% for Total Capital for capital
adequacy purposes. Supplementing these regulations is a leverage requirement.
This requirement establishes a minimum leverage ratio, (at least 3% to 5%) which
is calculated by dividing Tier 1 capital by adjusted quarterly average assets
(after deducting goodwill). In addition, the Company and the bank are subject to
the provisions of the Federal Deposit Insurance Corporation Improvement Act of
1981 ("FDICIA") which imposes a number of mandatory supervisory measures and
establishes a system of prompt corrective action to resolve the problems of
undercapitalized institutions. Among other matters, FDICIA establishes five
capital categories of "well capitalized", "adequately capitalized",
"undercapitalized", "significantly undercapitalized", and "critically
undercapitalized". Such classifications are used by regulatory agencies to
determine, in part, a bank's deposit insurance premium, and to consider
applications authorizing institutions to increase their asset size or otherwise
expand business activities or acquire other institutions. Banks that are not
adequately capitalized are subject to significant restrictions and requirements
that increase as capital levels deteriorate and may not accept brokered
deposits.
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Under the provisions of FDICIA, a "well capitalized" institution must
maintain minimum leverage, Tier 1 and Total Capital ratios of 5%, 6% and 10%,
respectively. At December 31, 2000, the capital ratios for the Company and the
bank exceeded the requirements for "well capitalized" institutions.
The table presenting capital and ratios for the Company and the bank as of
December 31, 2000 and 1999 appears in Note 19 beginning on page 37 of the
Company's 2000 Annual Report and is incorporated by reference herein.
Support of the bank
- -------------------
The Federal Reserve Board has stated that a bank holding company should serve as
a source of financial and managerial strength to its subsidiary banks. As a
result, the Federal Reserve Board may require the parent company to stand ready
to use its resources to provide adequate capital funds to its banking
subsidiaries during periods of financial stress or adversity. This support may
be required at times when, absent such regulations, the bank holding company
might not otherwise provide such support.
FDIC Insurance
- --------------
Under the FDIC's risk related insurance assessment system, insured depository
institutions may be required to pay annual assessments to the FDIC with the
level of assessment being based on the institution's risk classification. An
institution's risk classification is based on assignment of the institution by
the FDIC to one of three capital groups and to one of three supervisory groups.
The three supervisory groups are Group "A"- financially solid institutions with
only a few minor weaknesses, Group "B"- institutions with weaknesses which, if
uncorrected, could cause substantial deterioration of the institution and
increased risk to the insurance fund and Group "C"- institutions with a
substantial probability of loss to the fund absent effective corrective action.
The three capital categories are well capitalized; adequately capitalized; and
undercapitalized. These three categories are substantially the same as the
prompt corrective action categories previously described, with the
undercapitalized category including institutions that are undercapitalized,
significantly undercapitalized, and critically undercapitalized for prompt
corrective action purposes. In addition, the bank will be required to make
payments for the servicing of obligations of the Financing Corporation (FICO)
issued in connection with the resolution of savings and loan associations, so
long as such obligations remain outstanding.
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Under the Federal Deposit Insurance Act, insurance of deposits may be
terminated by the FDIC upon a finding that the institution has engaged in unsafe
and unsound practices, is in an unsafe or unsound condition to continue
operations, or has violated any applicable law, regulation, rule, order, or
condition imposed by the FDIC.
In addition, the Federal Deposit Insurance Act provides that a depository
institution insured by the FDIC can be held liable by the FDIC for any loss
incurred or reasonably expected to be incurred in connection with the default of
a commonly controlled FDIC insured depository institution or in connection with
any assistance provided by the FDIC to a commonly controlled institution "in
danger of default" (as defined).
In its resolution of the problems of an insured depository institution in
default or in danger of default, the FDIC is generally required to satisfy its
obligations to insured depositors at the least possible cost to the deposit
insurance fund. In addition, the FDIC may not take any action that would have
the effect of increasing the losses to the deposit insurance fund by protecting
depositors for more than the insured portion of deposits (generally $100,000) or
creditors other than depositors. The Omnibus Budget Reconciliation Act of 1993
provided for a domestic depositor preference upon liquidation or dissolution of
an insured bank.
Safety and Soundness Standards
- ------------------------------
Federal banking agencies promulgate safety and soundness standards relating to,
among other things, internal controls, information systems and internal audit
systems, loan documentation, credit underwriting, interest rate exposure, asset
growth, compensation, fees, and benefits. With respect to internal controls,
information systems and internal audit systems, the standards describe the
functions that adequate internal controls and information systems must be able
to perform, including: (i) monitoring adherence to prescribed policies; (ii)
effective risk management; (iii) timely and accurate financial, operations, and
regulatory reporting; (iv) safeguarding and managing assets; and (v) compliance
with applicable laws and regulations. The standards also include requirements
that: (i) those performing internal audits be qualified and independent; (ii)
internal controls and information systems be tested and reviewed; (iii)
corrective actions be adequately documented; and (iv) that results of an audit
be made available for review of management actions.
Recent Legislative Development
- ------------------------------
On November 12, 1999, the President signed the Gramm-Leach-Bliley Act into law.
Effective as of March 11, 2000, the Gramm-Leach-Bliley Act:
o allows bank holding companies, the depository institution subsidiaries
of which meet management, capital and CRA standards, to engage in a
substantially broader range of nonbanking financial activities than was
previously permissible, including insurance underwriting and making
merchant banking investments in commercial companies;
o allows insurers and other financial services companies to acquire
banks;
o removes various restrictions that previously applied to bank holding
company ownership of securities firms and mutual fund advisory
companies; and
o establishes the overall regulatory structure applicable to bank holding
companies that also engage in insurance and securities operations.
In order for a bank holding company to engage in the broader range of
activities that are permitted by the Gramm-Leach-Bliley Act, (1) all of its
depository subsidiaries must be and remain well-capitalized and well-managed and
have received at least a satisfactory CRA rating and (2) it must file a
declaration with the Board of Governors of the Federal Reserve System that it
elects to be a "financial holding company".
Pursuant to an election made under the Gramm-Leach-Bliley Act, the
parent company has been designated as a financial holding company.
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SELECTED CONSOLIDATED STATISTICAL INFORMATION
I. Distribution of Assets, Liabilities and Shareholders' Equity; Interest
Rates and Interest Differential.
The information appearing on pages 57, 58, and 59 of the Company's 2000 Annual
Report is incorporated by reference herein.
II. Investment Portfolio
A summary of the Company's investment securities by type with related carrying
values at the end of each of the most recent three fiscal years appears on page
47 of the Company's 2000 Annual Report and is incorporated herein by reference.
Information regarding book values and range of maturities by type of security
and weighted average yields for totals of each category is presented in the
Company's 2000 Annual Report on pages 23 and 24 and is incorporated by reference
herein. The average yield by maturity range is not available.
III. Loan Portfolio
A table setting forth the composition of the Company's loan portfolio, net of
unearned discounts, at the end of each of the most recent five fiscal years
appears on page 48 of the Company's 2000 Annual Report and is incorporated
herein by reference.
A table setting forth the maturities and sensitivity to changes in interest
rates of the Company's commercial and industrial and foreign loans at December
31, 2000 appears on page 48 of the Company's 2000 Annual Report and is
incorporated herein by reference.
It is the policy of the Company to consider all customer requests for
extensions of original maturity dates (rollovers), whether in whole or in part,
as though each was an application for a new loan subject to standard approval
criteria, including credit evaluation. The information appearing in the
Company's 2000 Annual Report beginning on page 47 under the caption "Loan
Portfolio", page 25 in Note 5 and on page 20 in Note 1 under the caption "Loans"
is incorporated by reference herein.
A table setting forth the aggregate amount of domestic non-accrual, past due
and restructured loans of the Company at the end of each of the most recent five
fiscal years appears on page 49 of the Company's 2000 Annual Report and is
incorporated herein by reference; there were no foreign loans accounted for on a
nonaccrual basis and there were no troubled debt restructurings for any types of
loans. Loans contractually past due 90 days or more as to principal or interest
and still accruing are loans which are both well-secured or guaranteed by
financially responsible third parties and are in the process of collection.
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IV. Summary of Loan Loss Experience
The information appearing in the Company's 2000 Annual Report beginning on
page 25 in Note 6 and beginning on page 48 under the caption "Asset Quality" is
incorporated by reference herein. A table setting forth certain information with
respect to the Company's loan loss experience for each of the most recent five
fiscal years appears on page 50 of the Company's 2000 Annual Report and is
incorporated herein by reference. The Company considers its allowance for loan
losses to be adequate based upon the size and risk characteristics of the
outstanding loan portfolio at December 31, 2000. Net losses within the loan
portfolio are not , however, statistically predictable and are subject to
various external factors that are beyond the control of the Company.
Consequently, changes in conditions in the next twelve months could result in
future provisions for loan losses varying from the level taken in 2000.
To comply with a regulatory requirement to provide an allocation of the
allowance for possible loan losses, a table presenting the Company's allocation
of the allowance appears on page 51 of the Company's 2000 Annual Report and is
incorporated herein by reference. This allocation is based on estimates by
management that may vary based on management's evaluation of the risk
characteristics of the loan portfolio. The information appearing in the
Company's 2000 Annual Report beginning on page 48 under the caption "Asset
Quality" is incorporated by reference herein. The amount allocated to a
particular loan category may not necessarily be indicative of actual future
charge-offs in a loan category.
V. Deposits
Average deposits and average rates paid for each of the most recent three years
is presented in the Company's 2000 Annual Report on page 57 and is incorporated
by reference herein.
Outstanding time certificates of deposit issued from domestic offices in
amounts of $100,000 or more and interest expense on domestic and foreign
deposits are presented in the Company's 2000 Annual Report on page 26 in Note 7
and is incorporated by reference herein.
The table providing selected information with respect to the Company's
deposits for each of the most recent three fiscal years appears on page 51 of
the Company's 2000 Annual Report and is incorporated by reference herein.
Interest expense for the most recent three fiscal years is presented in
Note 7 on page 26 of the Company's 2000 Annual Report and is incorporated by
reference herein.
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VI. Return on Assets and Equity
The Company's returns on average total assets and average shareholders' equity,
dividend payout ratio and average shareholders' equity to average total assets
for each of the most recent three years is presented in the Company's 2000
Annual Report on page 45 under the caption "Selected Financial Data" and is
incorporated by reference herein.
VII. Short-Term Borrowings
Balance and rate data for significant categories of the Company's Short-Term
Borrowings, for each of the most recent three years is presented in the
Company's 2000 Annual Report on page 27 in Note 8 and is incorporated by
reference herein.
ITEM 2. PROPERTIES
The principal offices of the Company occupy one floor at 430 Park Avenue, New
York, N.Y. consisting of approximately 15,000 square feet. The lease for these
premises expires June 29, 2001. Rental commitments to the expiration date
approximate $202,000. Certain finance subsidiaries maintain offices in Great
Neck, New York and Richmond, Virginia.
In addition to the principal offices, the bank maintains operating leases
for four branch offices, the International Banking Facility, an Operations
Center, and additional office space in New York City, Nassau and Suffolk
counties (New York), in Mercer County (New Jersey) and in Richmond and Virginia
Beach (Virginia) with an aggregate of approximately 134,200 square feet. The
annual office rental commitments for these premises approximates $1,940,000. The
leases have expiration dates ranging from 2001 through 2015 with varying renewal
options. The bank owns (not subject to a mortgage) a building in which it
maintains a branch located in Forest Hills, Queens.
ITEM 3. LEGAL PROCEEDINGS
Neither Registrant nor any of its subsidiaries is party to any material legal
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The information beginning on page 12 of the Sterling Bancorp Proxy Statement
dated March 13, 2001 under the captions "APPROVAL OF STOCK INCENTIVE PLAN
AMENDMENT" and beginning on page 16 under the caption "APPROVAL OF THE STERLING
BANCORP KEY EXECUTIVE INCENTIVE BONUS PLAN" is incorporated by reference herein.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The information appearing on page 54 of the Sterling Bancorp 2000
Annual Report under the caption "MARKET FOR THE COMPANY'S COMMON STOCK
AND RELATED SECURITY HOLDER MATTERS" is incorporated by reference
herein.
ITEM 6. SELECTED FINANCIAL DATA
The information appearing on page 45 of the 2000 Annual Report under
the caption "SELECTED FINANCIAL DATA" is incorporated by reference
herein.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information appearing on pages 45 - 59 of the 2000 Annual Report
under the caption "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" is incorporated by reference
herein. Supplementary data appearing on page 43 in Note 23 of the 2000
Annual Report is incorporated by reference herein.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The information appearing on pages 52 - 54 of the 2000 Annual Report
under the caption "ASSET/LIABILITY MANAGEMENT" is incorporated by
reference herein.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's consolidated financial statements as of December 31, 2000
and 1999 and for each of the years in the three-year period ended
December 31, 2000 and the statements of condition of Sterling National
Bank as of December 31, 2000 and 1999, notes thereto and Independent
Auditors' Report thereon appearing on pages 14 - 44 of the 2000 Annual
Report, are incorporated by reference herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information beginning on page 1 of the Sterling Bancorp Proxy
Statement dated March 13, 2001 under the caption "ELECTION OF
DIRECTORS" and beginning on page 10 of the same proxy statement under
the caption "Security Ownership of Directors and Executive Officers and
Certain Beneficial Owners" are incorporated by reference herein.
Executive Officers - This information is included pursuant to
Instruction 3 to Item 401 (b) and (c) of Regulation S-K:
Held
Executive
Office
Name of Executive Title Age Since
----------------- ------------------- ---- ---------
Louis J. Cappelli Chairman of the Board and
Chief Executive Officer,
Director 70 1967
John C. Millman President, Director 58 1986
Jerrold Gilbert Executive Vice President and
General Counsel 64 1974
John W. Tietjen Executive Vice President, Treasurer
and Chief Financial Officer 56 1989
John A. Aloisio Senior Vice President 58 1992
All executive officers are elected annually by the Board of Directors
and serve at the pleasure of the Board. There are no arrangements or
understandings between any of the foregoing officers and any other
person or persons pursuant to which he was selected as an executive
officer.
ITEM 11. EXECUTIVE COMPENSATION
The information beginning on page 3 of the Sterling Bancorp Proxy
Statement dated March 13, 2001 under the caption " Executive
Compensation and Related Matters" and on page 10 of the same Proxy
Statement under the caption "Transactions with the Company and Other
Matters" are incorporated by reference herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The information beginning on page 10 of the Sterling Bancorp Proxy
Statement dated March 13, 2001 under the caption "Security Ownership of
Directors and Executive Officers and Certain Beneficial Owners" is
incorporated by reference herein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information appearing on page 10 of the Sterling Bancorp Proxy
Statement dated March 13, 2001 under the caption "Transactions with the
Company and Other Matters" is incorporated by reference herein.
III-1
14
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The documents filed as a part of this report are listed below:
1. Financial Statements
Annual Report to security holders, Sterling Bancorp 2000 Annual
Report (This document is filed only to the extent of pages 14 through 59
which are incorporated by reference herein).
2. Financial Statement Schedules
None
3. Exhibits
3 (i)(A) 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).
(i)(B) 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).
(i)(C) 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).
(ii)(A) By-Laws as in effect on March 15, 1993 (Filed as Exhibit
3.3 to the Registrant's Form 10-K for the fiscal year
ended December 31, 1992 and incorporated by reference
herein).
(ii)(B) Amendments to By-Laws adopted May 21, 1999 (Filed as
Exhibit 3 to the Registrant's Form 10-Q for the six
months ended June 30, 1999 and incorporated by reference
herein).
4 (a) Indenture relating to floating interest rate convertible
subordinated debentures, 4th series, due November 1,
1999 (Filed as Exhibit 4(a) to Registrant's Registration
Statement 33-23877 and incorporated by reference
herein).
(b) Indenture dated as of August 1, 1995 relating to
floating interest rate convertible subordinated
debentures, series V, due July 1, 2001 (Filed as Exhibit
T3C to Registrant's Application for Qualification of
Indenture No. 022-22183 and incorporated by reference
herein).
IV-1
15
10 (i) Employment Agreements, dated as of February 19, 1993
(Filed as Exhibits 3.4(a) and 3.4(b), respectively, to
the Registrant's Form 10-K for the fiscal year ended
December 31, 1992 and incorporated by reference herein).
(a) For Louis J. Cappelli
(b) For John C. Millman
(ii) Amendments to Employment Agreements dated February 14,
1995 (Filed as Exhibits 3.10(ii)(a) and 3.10(ii)(b),
respectively, to the Registrant's Form 10-K for the
fiscal year ended December 31, 1994 and incorporated by
reference herein).
(a) For Louis J. Cappelli
(b) For John C. Millman
(iii) Amendments to Employment Agreements dated February 8,
1997 (Filed as Exhibits 3.10(iii)(a) and 3.10(iii)(b),
respectively, to the Registrant's Form 10-K for the
fiscal year ended December 31, 1995 and incorporated by
reference herein).
(a) For Louis J. Cappelli
(b) For John C. Millman
(iv) Amendments to Employment Agreements dated February 28,
1998 (Filed as Exhibits 3.10(iv)(a) and 3.10(iv)(b),
respectively, to the Registrant's Form 10-K for the
fiscal year ended December 31, 1997 and incorporated by
reference herein).
(a) For Louis J. Cappelli
(b) For John C. Millman
(v) Amendments to Employment Agreements dated February 19,
1999 (Filed as Exhibits 3.10(v)(a) and 3.10(v)(b),
respectively, to the Registrant's Form 10-K for the
fiscal year ended December 31, 1998 and incorporated by
reference herein).
(a) For Louis J. Cappelli
(b) For John C. Millman
(vi) Amendments to Employment Agreements dated May 22,
1999(Filed as Exhibits 10(i)(a) and 10(i)(b),
respectively, to the Registrant's Form 10-Q for the six
months ended June 30, 1999 and incorporated by reference
herein).
(vii) Form of change of Control Severance agreement entered in
on May 21, 1999 between the Registrant and each of six
executives (Filed as Exhibit 10(ii) to the Registrant's
Form 10-Q for the six months ended June 30, 1999 and
incorporated by reference herein).
(viii) Amendments to Employment Agreements dated March 9, 1999
(Filed as Exhibits 3.10(viii)(a) and 3.10(viii)(b),
respectively, to the Registrant's Form 10-K for the
fiscal year ended December 31, 1998 and incorporated by
reference herein).
(a) For Louis J. Cappelli
(b) For John C. Millman
(ix) Amendments to Employment Agreements dated February 24,
2000 (Filed as Exhibits 3.10(ix)(a) and 3.10(ix)(b),
respectively, to the Registrant's Form 10-K for the
fiscal year ended December 31, 1999 and incorporated by
reference herein).
(x) Amendments to Employment Agreements dated February 26,
2001
(a) For Louis J. Cappelli
(b) For John C. Millman
11 Statement re: Computation of Per Share Earnings.
13 Annual Report to security holders, Sterling Bancorp 2000
Annual Report (This document is filed only to the extent
of pages 14 through 59, which are incorporated by
reference herein).
21 Subsidiaries of the Registrant.
23 Consent of KPMG LLP Independent Certified Public
Accountants.
(b)Reports on Form 8-K:
There were no reports on Form 8-K filed during the last quarter of the period
covered by this report.
IV-2
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, The Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
STERLING BANCORP
/s/ Louis J. Cappelli
-----------------------------
Louis J. Cappelli, Chairman
(Principal Executive Officer)
March 30, 2001
-----------------------------
Date
/s/ John W. Tietjen
-----------------------------
John W. Tietjen, Treasurer
(Principal Financial and Accounting Officer)
March 30, 2001
-----------------------------
Date
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated:
March 30, 2001 /s/ Louis J. Cappelli Director
- -------------- ------------------------------ -----------------------
(Date) (Signature) (Title)
March 30, 2001 /s/ John C. Millman Director
- -------------- ------------------------------ ------------------------
(Date) (Signature) (Title)
March 30, 2001 /s/ Henry J. Humphreys Director
- -------------- ------------------------------ ------------------------
(Date) (Signature) (Title)
March 30, 2001 /s/ Walter Feldesman Director
- -------------- ------------------------------ ------------------------
(Date) (Signature) (Title)
March 30, 2001 /s/ Robert Abrams Director
- -------------- ------------------------------ ------------------------
(Date) (Signature) (Title)
March 30, 2001 /s/ Lillian Berkman Director
- -------------- ------------------------------ ------------------------
(Date) (Signature) (Title)
17
EXHIBIT INDEX
Exhibit
Number
- -------
3 (i)(A) 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).
(i)(B) 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).
(i)(C) 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).
(ii)(A) By-Laws as in effect on March 15, 1993 (Filed as Exhibit
3.3 to the Registrant's Form 10-K for the fiscal year
ended December 31, 1992 and incorporated by reference
herein).
(ii)(B) Amendments to By-Laws adopted May 21, 1999 (Filed as
Exhibit 3 to the Registrant's Form 10-Q for the six months
ended June 30, 1999 and incorporated by reference herein).
4 (a) Indenture relating to floating interest rate convertible
subordinated debentures, 4th series, due November 1, 1999
(Filed as Exhibit 4(a) to Registrant's Registration
Statement 33-23877 and incorporated by reference herein).
(b) Indenture dated as of August 1, 1995 relating to floating
interest rate convertible subordinated debentures, series
V, due July 1, 2001 (Filed as Exhibit T3C to Registrant's
Application for Qualification of Indenture No. 022-22183
and incorporated by reference herein).
10 (i) Employment Agreements, dated as of February 19, 1993
(Filed as Exhibits 3.4(a) and 3.4(b), respectively, to the
Registrant's Form 10-K for the fiscal year ended December
31, 1992 and incorporated by reference herein).
(a) For Louis J. Cappelli
(b) For John C. Millman
(ii) Amendments to Employment Agreements dated February 14,
1995 (Filed as Exhibits 3.10(ii)(a) and 3.10(ii)(b),
respectively, to the Registrant's Form 10-K for the fiscal
year ended December 31, 1994 and incorporated by reference
herein).
(a) For Louis J. Cappelli
(b) For John C. Millman
(iii) Amendments to Employment Agreements dated February 8, 1997
(Filed as Exhibits 3.10(iii)(a) and 3.10(iii)(b),
respectively to the Registrant's Form 10-K for the fiscal
year ended December 31, 1995 and incorporated by reference
herein).
(a) For Louis J. Cappelli
(b) For John C. Millman
18
(iv) Amendments to Employment Agreements dated February 28,
1998 (Filed as Exhibits 3.10(iv)(a) and 3.10(iv)(b),
respectively, to the Registrant's Form 10-K for the fiscal
year ended December 31, 1997 and incorporated by reference
herein).
(a) For Louis J. Cappelli
(b) For John C. Millman
(v) Amendments to Employment Agreements dated February 19,
1999 (Filed as Exhibits 3.10(v)(a) and 3.10(v)(b),
respectively, to the Registrant's Form 10-K for the fiscal
year ended December 31, 1998 and incorporated by reference
herein).
(a) For Louis J. Cappelli
(b) For John C. Millman
(vi) Amendments to Employment Agreements dated May 22, 1999
(Filed as Exhibits 10(i)(a) and 10(i)(b), respectively, to
the Registrant's Form 10-Q for the six months ended June
30, 1999 and incorporated by reference herein).
(vii) Form of change of Control Severance agreement entered in
on May 21, 1999 between the Registrant and each of six
executives (Filed as Exhibit 10(ii) to the Registrant's
Form 10-Q for the six months ended June 30, 1999 and
incorporated by reference herein).
(viii) Amendments to Employment Agreements dated March 9, 1999
(Filed as Exhibits 10(viii)(a) and 10(viii)(b),
respectively, to the Registrant's Form 10-K for the fiscal
year ended December 31, 1998 and incorporated by reference
herein).
(a) For Louis J. Cappelli
(b) For John C. Millman
(ix) Amendments to Employment Agreements dated February 24,
2000 (Filed as Exhibits 3.10(ix)(a) and 3.10(ix)(b),
respectively, to the Registrant's Form 10-K for the fiscal
year ended December 31, 1999 and incorporated by reference
herein).
(x) Amendments to Employment Agreements dated February 26,
2001
(a) For Louis J. Cappelli
(b) For John C. Millman
11 Statement re: Computation of Per Share Earnings.
13 Annual Report to security holders, Sterling Bancorp 2000
Annual Report (This document is filed only to the extent
of pages 14 through 59, which are incorporated by
reference herein).
21 Subsidiaries of the Registrant.
23 Consent of KPMG LLP Independent Certified Public
Accountants.