Filed by Sterling Bancorp

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

 

Subject Company:

Sterling Bancorp (Commission File No. 001-05273)

 

Beginning on or about April 9, 2013, the following letter is being mailed to Sterling Bancorp clients:

 

 

GRAPHIC

 

650 Fifth Avenue, New York, NY 10019  212-757-3300  snb.com

 

April 9, 2013

 

Name

Company

Address

City, State Zip

 

Dear Name,

 

We are pleased to announce that Sterling Bancorp has agreed to merge with Provident New York Bancorp. This partnership will provide clients of both organizations with an even stronger bank and a broader range of services.

 

Upon closing, the combined company will operate under the Sterling National Bank brand. We expect the merger to close in the fourth quarter of 2013, pending regulatory approval.

 

This represents a milestone for Sterling and our customers. It will create a high-performing, New York metropolitan area bank that provides personalized service for small-to-middle market businesses, organizations and individuals. The combination of our two banks, each with a rich history and complementary core strengths, will provide outstanding benefits to our clients, shareholders and the communities we serve.

 

Sterling Bank and Provident Bank share a commitment to superior client service.  Since 1888, Provident Bank has helped New York businesses and families achieve their financial goals. Sterling Bancorp has shared this same commitment since our founding in 1929. Together, we will deliver a superior level of financial services with the personalized service you’ve come to expect.

 

From now until the merger is complete, please conduct your banking as you’ve always done. Everything at Sterling is “business as usual” at this time, and you will see no merger-related changes in your accounts, relationship manager or the service you receive.

 

We are committed to making the transition a smooth one and will update you as the merger progresses. In the meantime, please feel free to contact your relationship manager if you have any questions.

 

For more information on Provident, please visit providentbanking.com. All of us at Sterling thank you for your valued relationship. We pledge to work tirelessly to earn your continued business and trust.

 

Sincerely,

 

GRAPHIC

 

GRAPHIC

Louis J. Cappelli

 

John C. Millman

Chairman

 

President

 


 

FORWARD-LOOKING STATEMENTS

 

The information presented herein contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Sterling Bancorp’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Provident and Sterling, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts.  These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.

 

In addition to factors previously disclosed in Provident’s and Sterling’s  reports filed with the Securities and Exchange Commission, the following factors among others, could cause actual results to differ materially from forward-looking statements: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Provident and Sterling shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the Provident and Sterling businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; changes in Provident’s stock price before closing, including as a result of the financial performance of Sterling prior to closing; the reaction to the transaction of the companies’ customers, employees and counterparties; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

 

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

 

ADDITIONAL INFORMATION FOR STOCKHOLDERS

 

In connection with the proposed merger, Provident will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include a joint proxy statement of Provident and Sterling and a prospectus of Provident, as well as other relevant documents concerning the proposed transaction.  Sterling will mail the joint proxy statement/prospectus to its stockholders.  SHAREHOLDERS OF PROVIDENT AND STERLING ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Investors and security holders may obtain a free copy of the proxy statement/prospectus (when available) and other filings containing information about Provident and Sterling at the SEC’s website at www.sec.gov.  The joint proxy statement/prospectus (when available) and the other filings may also be obtained free of charge at Provident’s website at www.providentbanking.com under the tab “Investor Relations,” and then under the heading “SEC Filings” or at Sterling’s website at www.snb.com under the tab “Investor Relations,” and then under the heading “SEC Filings.”

 

Provident, Sterling and certain of their respective directors and executive officers, under the SEC’s rules, may be deemed to be participants in the solicitation of proxies of Provident and Sterling’s shareholders in connection with the proposed merger.  Information about the directors and executive officers of Provident and their ownership of Provident common stock is set forth in the proxy statement for Provident’s 2013 annual meeting of shareholders, as filed with the SEC on Schedule 14A on January 10, 2013. Information about the directors and executive officers of Sterling and their ownership of Sterling common stock is set forth in the proxy statement for Sterling’s 2012 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on April 3, 2012.    Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.