Sterling Bancorp (NYSE:STL) Files An 8-K Other Events
Item 8.01
| Other Events |
On June 6, 2017, Sterling Bancorp (the Company) and Astoria
Financial Corporation (Astoria) entered into an agreement in
principle to settle claims brought by plaintiffs in certain
putative class actions captioned as follows: Jenkins v.
Astoria Financial Corporation, et al (Case No.
1:17-cv-02608) brought in the United States District Court for
the Eastern District of New York; Minzer v. Astoria Financial
Corporation, et al (Case No. 2017-0284) brought in the Court
of Chancery of the State of Delaware; MSS 1209 Trust v.
Astoria Financial Corporation, et al (Index No. 602161/2017)
brought in the Supreme Court of the State of New York in Nassau
County; OConnell v. Astoria Financial Corporation, et al
(Index No. 603703/2017) brought in the Supreme Court of the State
of New York in Nassau County; and Parshall v. Astoria
Financial Corporation, et al (Case No. 2:17-cv-02165)
brought in the United States District Court for the Eastern
District of New York (collectively, the Astoria Merger Class
Actions).
The Astoria Merger Class Actions relate to the Agreement and Plan
of Merger, by and between Astoria and the Company, dated as of
March 6, 2017 (the Merger Agreement). Under the agreement in
principle, the Company and Astoria agreed to make certain
additional information available to Astoria shareholders and
Sterling shareholders. The additional information is contained in
the first supplement (the First Supplement) to the joint proxy
statement/prospectus of the Company and Astoria, dated April 28,
2017 (the Joint Proxy Statement/Prospectus) attached as Exhibit
99.1 to this Current Report on Form 8-K. The First Supplement
should be read in conjunction with the Joint Proxy
Statement/Prospectus and the documents incorporated by reference
therein.
In addition, a separate putative class action captioned
Garfield v. Sterling Bancorp, et al (Index No.
031888/2017), putatively brought on behalf of the Companys
shareholders, is currently pending before the Supreme Court of
the State of New York in Rockland County (the Garfield Class
Action and, with the Astoria Merger Class Actions, the Merger
Class Actions). The Garfield Class Action also relates to the
Merger Agreement. The Company and Astoria have agreed to make
certain additional information available to Astoria shareholders
and Sterling shareholders in contemplation of a potential
settlement of the Garfield Class Action. The additional
information is contained in the second supplement (the Second
Supplement) to the Joint Proxy Statement/Prospectus attached as
Exhibit 99.2 to this Current Report on Form 8-K. The Second
Supplement should be read in conjunction with the Joint Proxy
Statement/Prospectus and the documents incorporated by reference
therein.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
The following exhibits are furnished as part of this Report:
| 99.1 |
Supplement dated June 6, 2017 to the Joint Proxy Statement/Prospectus dated April 28, 2017. |
| 99.2 |
Supplement dated June 6, 2017 to the Joint Proxy Statement/Prospectus dated April 28, 2017. |
Important Additional Information
Investors and stockholders are urged to carefully review and
consider each of Sterlings and Astorias public filings with the
SEC, including but not limited to their Annual Reports on Form
10-K,
their proxy statements, their Current Reports on Form 8-K and
their Quarterly Reports on Form 10-Q. The documents filed by
Sterling with the SEC may be obtained free of charge at Sterlings
website at www.sterlingbancorp.com or at the SECs website at
www.sec.gov. These documents may also be obtained free of charge
from Sterling by requesting them in writing to Sterling Bancorp,
400 Rella Boulevard, Montebello, New York 10901, Attention:
Investor Relations, or by telephone at (845) 369-8040.
The documents filed by Astoria with the SEC may be obtained free
of charge at Astorias website at www.astoriabank.com or at the
SECs website at www.sec.gov. These documents may also be obtained
free of charge from Astoria by requesting them in writing to
Astoria, c/o Astoria Bank, One Astoria Bank Plaza, Lake Success,
New York 11042, Attention: Investor Relations, or by telephone at
(516) 327-7877.
This communication is being made in respect of the Merger. This
communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities. In connection
with the Merger, Sterling has filed with the SEC and the SEC has
declared effective, a registration statement on Form S-4 (File
No. 333-217153) (the Form S-4) which includes the Joint Proxy
Statement/Prospectus, and other documents regarding the Merger.
Before making any voting or investment decision, investors and
stockholders of Sterling and Astoria are urged to carefully read
the entire Form S-4 and the Joint Proxy Statement/Prospectus, as
well as any amendments or supplements to these documents and any
other relevant documents filed with the SEC, because they contain
important information about the Merger, Sterling and Astoria.
Investors and stockholders can obtain the Form S-4 and the Joint
Proxy Statement/Prospectus free of charge from the SECs website
or from Sterling or Astoria by writing to the addresses provided
for each company set forth in the paragraphs above.
Sterling, Astoria, their directors, executive officers and
certain other persons may be deemed participants in the
solicitation of proxies from Astoria stockholders in connection
with the proposed Merger. Information about the directors and
executive officers of Sterling and their ownership of Sterling
common stock and the directors and executive officers of Astoria
and their ownership of Astoria common stock is set forth in the
Joint Proxy Statement/Prospectus. Free copies of the Joint Proxy
Statement/Prospectus may be obtained as described in the
paragraphs above.
About Sterling Bancorp (NYSE:STL)
Sterling Bancorp is a financial holding company. The Company is a bank holding company that owns the Sterling National Bank (the Bank). The Bank specializes in the delivery of services and solutions to business owners, their families and consumers within the communities it serves. The Bank offers a line of commercial, business, and consumer banking products and services. The Bank is engaged in the origination of commercial loans and commercial mortgage loans. The Company also originates residential mortgage loans and consumer loans. The Bank offers services in the New York Metro Market, which includes Manhattan and Long Island, and the New York Suburban Market, which consists of Rockland, Orange, Sullivan, Ulster, Putnam and Westchester counties in New York and Bergen County in New Jersey. Its deposit products include non-interest bearing demand deposits, interest bearing demand deposits, savings, money market and certificate of deposits.