-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HQwf+n04YijZysbmpUXzjWvQYTthMXDrvof0ya1z5XWz/GB6J8DuFB7Mg4mcQiEv jmNEePiUrGvL5i5i5mgwTQ== 0000950123-98-001596.txt : 19980218 0000950123-98-001596.hdr.sgml : 19980218 ACCESSION NUMBER: 0000950123-98-001596 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STERLING BANCORP CENTRAL INDEX KEY: 0000093451 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132565216 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-13047 FILM NUMBER: 98542704 BUSINESS ADDRESS: STREET 1: 430 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022-3299 BUSINESS PHONE: 2128268044 MAIL ADDRESS: STREET 1: 430 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022-3299 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD PRUDENTIAL CORP /NEW/ DATE OF NAME CHANGE: 19781210 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD PRUDENTIAL UNITED CORP DATE OF NAME CHANGE: 19681125 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STERLING NATIONAL BANK CENTRAL INDEX KEY: 0001055227 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 131345915 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 430 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128268000 MAIL ADDRESS: STREET 1: 430 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 SCHEDULE 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) STERLING BANCORP -------------------------------------------------------------- (Name of Issuer) Common Shares, $1 par value -------------------------------------------------------------- (Title of Class of Securities) 859158107 -------------------------------------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement. [ ] (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). The remainder of this cover shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP NO. 859158 10 7 - -------------------------------------------------------------------------------- 1) Name of Reporting Person S.S. or I.R.S. Identification Nos. of Above Person STERLING NATIONAL BANK & TRUST COMPANY OF NEW YORK - -------------------------------------------------------------------------------- 2) Check the Appropriate box if a Member of a Group* (a) [ ] (b) [ ] Sterling National Bank & Trust Company of New York and Lawrence Newman are co-executors of the Last Will and Testament of Theodore H. Silbert dated June 12, 1991 and the Codicil thereto dated March 27, 1992 and the trustees of the Trusts created therein. - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Citizenship or Place of Organization: NEW YORK - -------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power 102,600 --------------------------------------- Beneficially Owned by (6) Shared Voting Power 404,398 --------------------------------------- Each Reporting Person With (7) Sole Dispositive Power 102,600 --------------------------------------- (8) Shared Dispositive Power 404,398 =======================================
- -------------------------------------------------------------------------------- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 506,998 - -------------------------------------------------------------------------------- 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares* - -------------------------------------------------------------------------------- 11) Percent of Class Represented by Amount in Row 9 11.7% - -------------------------------------------------------------------------------- 12) Type of Reporting Person BK Page 2 of 5 3 SCHEDULE 13-G Item 1 (a) Name of Issuer: Sterling Bancorp, a New York Corporation (b) Address of Issuer's Principal Executive Offices: 540 Madison Avenue New York, New York 10022-3299 Item 2 (a) Name of Person Filing: Sterling National Bank & Trust Company of New York (b) Address of Principal Business Office: 540 Madison Avenue New York, New York 10022-3299 (c) Citizenship: a New York corporation (d) Title of Class of Securities Common Shares, $1 par value (e) CUSIP Number: 85158107 Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [X] Bank as defined in section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ] Investment company registered under section 8 of the Investment Company Act (e) [ ] Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see section 240.13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with section 240-13d-1(b)(ii)(G) (note: See Item 7) (h) [ ] Group, in accordance with section 240-13d-1(b)(1)(ii)(H) Page 3 of 5 4 Item 4. Ownership See cover page items 5, 6, 7, 8, 9 and 11, the responses to which are incorporated herein by this reference. Item 5. Ownership of Five Percent or Less of a Class Not applicable. Item 6 Ownership of More than Five Percent on Behalf of Another Person The beneficial ownership as to 404,398 of the shares reported herein as beneficially owned has been acquired as a result of the power assigned to the Sterling National Bank & Trust Company of New York, as Co-Executor and Co-Trustee of Theodore H. Silbert's last Will and Testament dated June 12, 1991 and the Codicil thereto dated May 27, 1992 (together the "Silbert Will"). The Co-Executor and Co-Trustee is Lawrence Newman. The Silbert Will expressly authorizes and empowers the executors and trustees to continue to hold any shares of common stock or debentures of Sterling Bancorp ("Sterling") which shall have been owned by Mr. Silbert at the time of his death, and to continue to carry on the business of Sterling. The Silbert Will specifically authorizes the executors and trustees to purchase and retain additional shares of stock of any class or classes, and bonds of Sterling and to accept or retain any shares of stock issued by Sterling as a stock dividend. The Silbert Will further provides that no one having an interest thereto shall have the right to question the manner in which the securities are voted by the executors or trustees. The Silbert Will provides for the creation of separate trusts and grants the trustees discretionary power to pay the principal to the beneficiary. However, the Silbert Will provides that no discretionary payment of principal shall consist of shares of Sterling stock or debentures. The Silbert Will also provides that all shares of Sterling stock or debentures which would have been distributed outright, after giving effect to the Silbert Will, shall instead be held the trustees in separate trusts for the benefit of the persons who would have been entitled to receive such stock (the "beneficiary"). One of the purposes of such trusts, expressed in the Silbert Will, is to pay the principal to the beneficiary upon the first to occur of (i) the tenth anniversary of Mr. Silbert's death, (ii) the sale of the stock or debentures of Sterling, with the consent of Mr. Louis J. Cappelli, if he is then able to act, and (iii) the death of the beneficiary of the trust. Beneficial ownership as to the balance of shares reported herein as beneficially Page 4 of 5 5 owned has been acquired as a result of Sterling National Bank & Trust Company of New York serving as trustee of the Sterling Bancorp/Sterling National Bank & Trust Company of New York Employees Retirement Plan. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purposes of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 9, 1994 ------------------------ Date STERLING NATIONAL BANK & TRUST COMPANY OF NEW YORK BY: /s/ Jerrold Gilbert -------------------- Jerrold Gilbert, Executive Vice President Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----