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:
[ ] 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))
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:
------------------------------------------------------------------------
[STERLING BANCORP LOGO] 650 FIFTH AVENUE / NEW YORK, N.Y. 10019-6108
LOUIS J. CAPPELLI
CHAIRMAN
& CHIEF EXECUTIVE
OFFICER
March 10, 2003
Dear Shareholder:
Sterling's Annual Meeting of Shareholders will be held on Tuesday, April 15,
2003, at 10:00 A.M., at The University Club, One West 54th Street, New York,
N.Y., 10019 and you are invited to attend.
The Company's record performance in 2002 marked the seventh consecutive year
that earnings reached an all time high. Net income increased 12.3%, to a record
$21.8 million, while earnings per share, on a diluted basis, was $1.71. Total
assets increased to $1.6 billion. Sterling's return on average assets in 2002
was 1.49% and its return on average tangible equity was 20.7%. In November,
2002, your Board of Directors approved a 20% stock dividend and an increased
quarterly cash dividend of $0.19, up from $0.18 per share. These actions
resulted in an increase of 27% in the effective annual dividend rate and
reaffirms Sterling's long-standing commitment that the Company's success be
shared with its shareholders on an ongoing basis.
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. You may vote your shares by using a toll free telephone
number or on the Internet (see the instructions on the accompanying proxy card)
or you may sign, date and mail the proxy card in the postage paid envelope
provided.
Thank you for your continued interest and support.
Sincerely,
/s/ Louis Cappelli
[STERLING BANCORP LOGO]
STERLING BANCORP
650 FIFTH AVENUE, NEW YORK, NY 10019-6108
NOTICE OF ANNUAL MEETING
APRIL 15, 2003
The Annual Meeting of Shareholders of Sterling Bancorp will be held on
Tuesday, April 15, 2003, at 10:00 o'clock A.M., New York City time, at The
University Club, One West 54th Street, New York, New York, 10019, to consider
and act upon the following matters:
1. Election of 9 directors to serve until the next Annual Meeting of
Shareholders and until their successors are elected.
2. Such other matters as may properly come before the meeting or any
adjournment thereof.
The close of business on March 5, 2003 has been fixed as the record date
for the meeting. Only shareholders of record at that time are entitled to notice
of and to vote at the Annual Meeting.
IMPORTANT
WE URGE THAT YOU SIGN, DATE AND SEND IN THE ENCLOSED PROXY AT YOUR EARLIEST
CONVENIENCE, OR TO VOTE VIA THE TOLL FREE TELEPHONE NUMBER OR VIA THE INTERNET
AS INSTRUCTED ON THE PROXY CARD, WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE
MEETING. SENDING IN YOUR PROXY OR VOTING BY TELEPHONE OR ON THE INTERNET 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
MONICA LERCHER
Corporate Secretary
March 10, 2003
[STERLING BANCORP LOGO]
STERLING BANCORP
650 Fifth Avenue
New York, N.Y. 10019-6108
------------------
PROXY STATEMENT
------------------
MARCH 10, 2003
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 15,
2003. Any proxy given by a shareholder may be revoked at any time before it is
voted by giving appropriate notice to the Corporate 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" 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 14, 2003.
The outstanding shares of the Company at the close of business on March 5,
2003 entitled to vote at the Annual Meeting consisted of 11,848,460 Common
Shares, $1 par value ("Common Shares"), and 231,870 ESOP Convertible Preferred
Shares, Series D ("Preferred Shares"). 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 5, 2003 are
entitled to vote at the Annual Meeting.
ELECTION OF DIRECTORS
Nine directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting of Shareholders to be held on April 15, 2003, 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 by the shareholder, a properly executed and returned
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, eight having
been elected at the 2002 Annual Meeting of Shareholders and one having been
appointed by the Board of Directors at a Board of Directors meeting held on
November 21, 2002. 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.
Assuming the presence of a quorum, directors are elected by a plurality of
the votes cast. 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 no effect on the election of directors.
The information set forth below has been furnished by the nominees:
YEAR
NAME, PRINCIPAL OCCUPATION FOR LAST FIVE YEARS, ELECTED A
BUSINESS EXPERIENCE, DIRECTORSHIP OF THE COMPANY DIRECTOR
AND OF STERLING NATIONAL BANK ("BANK"), OF THE
A SUBSIDIARY OF THE COMPANY, AND OTHER INFORMATION AGE COMPANY
-------------------------------------------------- --- ---------
Robert Abrams 64 1999
Member, Stroock & Stroock & Lavan, LLP; former Attorney
General of the State of New York; former Bronx Borough
President
Joseph M. Adamko* 70 1992
Former Managing Director, Manufacturers Hanover Trust Co.
(now J.P. Morgan Chase)
Louis J. Cappelli* 72 1971
Chairman of the Board and Chief Executive Officer of the
Company; Chairman of the Board of the Bank
Walter Feldesman* 85 1975
Counsel, Brown Raysman Millstein Felder & Steiner, LLP
Fernando Ferrer 52 2002**
President, Drum Major Institute for Public Policy, former
Bronx Borough President
Allan F. Hershfield 71 1994
President, Resources for the 21st Century; former
President, Fashion Institute of Technology
Henry J. Humphreys 74 1994
Counselor-Permanent Observer, Mission of the Sovereign
Military Order of Malta to the United Nations; former
Chancellor and Chief Operating Officer, American
Association of the Sovereign Military Order of Malta
John C. Millman* 60 1988
President of the Company; President and Chief Executive
Officer of the Bank
Eugene T. Rossides* 75 1989
Senior Counsel, Clifford Chance Rogers & Wells LLP; former
Assistant Secretary, United States Treasury Department
---------------
* Member of Executive Committee.
** Appointed at regular meeting of the Board of Director of Company held on
November 21, 2002.
Each nominee is a director of the Bank.
Reference is made to "Security Ownership of Directors and Executive
Officers and Certain Beneficial Owners" on page 11 for information as to the
nominees' holdings of the Company's equity securities.
2
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, 2002.
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
ANNUAL ----------------------------
COMPENSATION RESTRICTED SECURITIES ALL OTHER
-------------------- STOCK UNDERLYING COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS($)(1) OPTIONS(#)(2) SATION($)(3)
--------------------------- ---- --------- -------- ------------ ------------- ------------
Louis J. Cappelli 2002 651,929 825,000 1,378,000 30,000 91,900
Chairman of the Board and 2001 591,961 825,000 93,122
Chief Executive Officer, 2000 524,321 750,000 988,281 68,750 75,268
Sterling Bancorp
Chairman of the Board,
Sterling National Bank
John C. Millman 2002 403,639 350,000 275,600 24,000 58,071
President, 2001 372,364 350,000 37,912
Sterling Bancorp 2000 336,190 315,000 474,375 33,000 36,695
President and Chief Executive
Officer,
Sterling National Bank
John W. Tietjen 2002 207,500 100,000 24,000 10,456
Executive Vice President, 2001 190,000 60,000 10,239
Treasurer and Chief Financial 2000 172,500 50,000 22,000 7,586
Officer,
Sterling Bancorp
Executive Vice President
Sterling National Bank
John A. Aloisio 2002 220,000 65,000 18,000 11,703
Senior Vice President, 2001 205,000 55,000 10,462
Sterling Bancorp 2000 190,000 50,000 22,000 8,378
Executive Vice President,
Sterling National Bank
Howard Applebaum 2002 169,500 65,000 12,000 7,284
Senior Vice President, 2001 154,400 40,000 6,549
Sterling Bancorp 2000 142,500 35,000 8,250 6,835
Executive Vice President,
Sterling National Bank
---------------
(1) Effective February 6, 2002 Messrs. Cappelli and Millman were granted 50,000
and 10,000 Common Shares, respectively, which Common Shares are subject to
restriction and as to which dividends are payable. Such restrictions lapse
as to 25% of the Common Shares on the first through fourth anniversary of
the effective date of the grant. Effective February 11, 2000, Messrs.
Cappelli and Millman, respectively, were granted 62,500 and 30,000 Common
Shares which Common Shares were subject to restrictions and as to which
dividends are payable. Such restrictions lapsed immediately as to 25% of the
shares, lapsed as to 25% of the shares on February 11, 2001, and lapse as to
an additional 25% of the shares subject to the award on each of the second
and third anniversaries of the award. As of December 31, 2002, after
adjustment to reflect twenty percent stock dividend in 2002, Messrs.
Cappelli and Millman, respectively, owned 82,687 and 22,890 Common Shares,
subject to restriction valued at $2,176,322 and $602,465.
(2) Effective February 6, 2002 options covering 25,000, 20,000, 20,000, 15,000
and 10,000 Common Shares were granted to Messrs. Cappelli, Millman, Tietjen,
Aloisio and Applebaum, respectively. In November 2002 The Board of Directors
increased the number of Common Shares underlying all previously granted
options and correspondingly decreased the applicable option exercise price
to reflect a twenty percent stock dividend declared on November 21, 2002 and
paid on December 9, 2002.
(3) 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 2002 was $3,424. 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
2002 was $32,205. This does not include any amount with respect to the
split-dollar policies entered into in connection with Mr. Cappelli's
participation in the Company's Mutual Benefit Exchange Program (see
"Retirement Plans" below). As to Messrs. Millman, Tietjen, Aloisio and
Applebaum, includes the value of benefits of the premiums paid by the
Company on split-dollar policies insuring the life of each executive
officer, in the amount of $12,750, $1,151, $2,167 and $177, respectively.
Also represents for each executive, his allocable share of the Company's
Employee Stock Ownership Plan ("ESOP") compensation expense, and as to
Messrs. Cappelli, Millman, Tietjen, Aloisio and Applebaum, $47,725, $38,510,
$2,671, $2,909 and $287, respectively, accruing to them for 2002 under the
Company's supplemental pension benefit plan (see "Retirement Plans" below)
as compensation for Internal Revenue Code limitations on allocations to
their ESOP accounts.
3
Employment Contracts. The Company has agreements with Messrs. Cappelli and
Millman which currently provide for terms extending until December 31, 2007 and
December 31, 2005, respectively, and contain change of control provisions
entitling each of them to a lump-sum cash payment in an amount equal to three
times his average annual compensation during the Company's three fiscal years
preceding the date of termination and the continuation of health and similar
benefits for a period of 36 months following termination if he is terminated
within two years of a change in control. Messrs. Cappelli and Millman each also
have thirteen months after a change of control to terminate 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, and
approved by the Board of Directors, were amended and restated in 2002 and were
further amended in February 2003. The Company also has change of control
agreements with other executive officers, including Messrs. Tietjen, Aloisio and
Applebaum, providing for guaranteed severance payments equal to two times the
annual compensation of the officer and continuation of health and similar
benefits for the applicable period if the officer is terminated within two years
of a change of control. All change of control agreements provide for cash
payments in amounts necessary to insure that the payments made thereunder are
not subject to reduction due to the imposition of excise taxes payable under
Internal Revenue Service Code Section 4999 or any similar tax.
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 retirement payments to such persons in amounts equal
to the difference between retirement benefits such persons 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
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
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
------------ -------- -------- -------- -------- -------- -------- -------- -------- --------
$100,000... $ 14,760 $ 22,140 $ 29,520 $ 36,900 $ 44,280 $ 51,660 $ 59,040 $ 66,420 $ 73,800
200,000.. 29,760 44,640 59,520 74,400 89,280 104,160 119,040 133,920 148,800
300,000.. 44,760 67,140 89,520 111,900 134,280 156,660 179,040 201,420 223,800
400,000.. 59,760 89,640 119,520 149,400 179,280 209,160 239,040 268,920 298,800
500,000.. 74,760 112,140 149,520 186,900 224,280 261,660 299,040 336,420 373,800
600,000.. 89,760 134,640 179,520 224,400 269,280 314,160 359,040 403,920 448,800
700,000.. 104,760 157,140 209,520 261,900 314,280 366,660 419,040 471,420 523,800
800,000.. 119,760 179,640 239,520 299,400 359,280 419,160 479,040 538,920 598,800
900,000.. 134,760 202,140 269,520 336,900 404,280 471,660 539,040 606,420 673,800
1,000,000.. 149,760 224,640 299,520 374,400 449,280 524,160 599,040 673,920 748,800
1,100,000.. 164,760 247,140 329,520 411,900 494,280 576,660 659,040 741,420 823,800
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 is included under the Supplemental Plan as currently in
effect.
The current number of years of service credited to Messrs. Cappelli,
Millman, Tietjen, Aloisio and Applebaum are 51, 26, 13, 12 and 11, respectively.
The annual benefits shown in the above table are payable at age 65 and are
based on average compensation and credited service at age 65. Participants that
remain employed beyond age 65 are credited with accruals for years of service
after such age. Such participants may elect to receive benefits as early as age
65 while working. Absent this election, the accrued benefit at age 65 (along
with any accruals earned subsequent) are actuarially adjusted to reflect the
delayed receipt of the benefit.
In 2000, Mr. Cappelli elected to participate in the Company's Mutual
Benefit Exchange Program (the "Program"), pursuant to which he relinquished his
right to receive an annual retirement benefit at his then age (69 years, 6
months) of $236,516 under the Supplemental Plan (this amount represents a
portion of his then accrued benefit under the defined benefit portion of the
Supplemental Plan) in exchange for the Company's payment of premiums under
additional split-dollar life insurance policies. Pursuant to calculations
prepared for the Company by actuaries, the present value of the cost of these
policies to the Company will not exceed the present value of the Supplemental
Plan benefits relinquished by Mr. Cappelli under the Program.
Other Plans
The following tables set forth information as to options granted to each of
the executive officers named in the Summary Compensation Table on page 3 in the
last fiscal year and as to options held at December 31, 2002 by such executive
officers. The options granted to Mr. Cappelli, 15,293 options granted to Mr.
Tietjen
5
and 9,293 options granted to Mr. Aloisio in 2002 are nonqualified stock options.
The remainder of the options are intended to be incentive stock options.
OPTIONS GRANTS IN LAST FISCAL YEAR
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS GRANT DATE
UNDERLYING GRANTED TO EXERCISE OR PRESENT
THE OPTION EMPLOYEES BASE PRICE EXPIRATION VALUE
NAME GRANTED(1) IN 2002(2) ($/SH)(3) DATE ($)(4)
---- ---------- ------------- ----------- ---------- ----------
Louis J. Cappelli.................... 30,000 12.89 $22.97 2/06/12 191,100
John C. Millman...................... 24,000 10.31 $22.97 2/06/12 109,680
John W. Tietjen...................... 24,000 10.31 $22.97 2/06/12 137,207
John A. Aloisio...................... 18,000 7.73 $22.97 2/06/12 98,987
Howard M. Applebaum.................. 12,000 5.15 $22.97 2/06/12 54,840
(1) The number of Common Shares underlying options granted reflects an
adjustments to each option in connection with a twenty percent stock
dividend paid by the Company on December 9, 2002. Options granted will vest
in accordance with the following schedule: 30,000 options in 2003 for Mr.
Cappelli; 3,476 options in 2004, 4,353 options in each of 2005, 2006, 2007
and 2008 and 3,112 options in 2009 for Mr. Millman; 15,293 options in 2003,
4,353 options in 2010 and 4,354 options in 2011 for Mr. Tietjen; and 9,293
options in 2003, 4,353 options in 2010 and 4,354 options in 2011 for Mr.
Aloisio; and 4,353 options in each of 2003 and 2004, and 3,294 options in
2005 for Mr. Applebaum (all subject to acceleration under certain
circumstances, including a change of control).
(2) The number of securities underlying total options granted, before adjustment
for a twenty percent dividend, was 201,000, of which options granted for
7,000 shares were forfeited during 2002.
(3) In order to permit option holders to retain their potential proportionate
interest in the Company following payment by the Company on December 9,
2002, of a twenty percent stock dividend, the number of Common Shares
underlying options previously granted under the Company's Stock Incentive
Plan was increased by twenty percent and the exercise price of all such
options was decreased by 16.7 percent. This adjustment was required to
ensure that the value of the options was neither increased nor decreased on
account of the stock dividend.
(4) In accordance with the rules of the Securities and Exchange Commission, 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 eight years for
nonqualified options and four years for qualified options; expected
volatility of 25%; dividend yield of 2.95%; and risk-free rate of return of
4.66%. 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,
and the time at which such options are exercised.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
NUMBER OF COMMON
SHARES UNDERLYING
UNEXERCISED OPTIONS VALUE OF UNEXERCISED OPTIONS
------------------------- -----------------------------
SHARES ACQUIRED VALUE NON- NON-
NAME ON EXERCISE REALIZED EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
---- --------------- ---------- ----------- ----------- ------------- -------------
Louis J. Cappelli.... 63,513 $1,003,625 395,670 80,829 $4,546,609 $1,001,403
John C. Millman...... 66,330 $1,051,061 152,460 35,814 $1,648,324 $ 329,630
John W. Tietjen...... 17,410 $ 316,759 33,057 78,808 $ 587,592 $ 72,326
John A. Aloisio...... 29,253 $ 500,378 36,939 71,403 $ 394,055 $ 896,107
Howard M. Applebaum.. 4,573 $ 86,472 41,378 12,000 $ 470,586 $ 816,157
6
BOARD COMPENSATION REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee's policies applicable to the executive officers
are described in the following report.
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 elements set by the Committee together with its
evaluation of relevant qualitative factors. Such factors include growth of
consolidated earnings, improvement of return on assets and return on equity, and
growth of loans, and deposits and customer repurchase agreements. Performance
was to represent meaningful growth over the appropriate base period. Given the
Company's 2002 performance, total cash bonus amounts of $825,000 and $350,000,
respectively, were determined for Messrs. Cappelli and Millman pursuant to the
application of objective formulae containing the above criteria implemented in
March 2001, under the Company's Key Executive Bonus Plan.
After considering the Company's achievements in both interest and
non-interest income resulting in higher earnings, diversification of business
activities, asset and capital growth, and increased awareness 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 terms of their Employment Agreements be extended to December 31, 2007
and December 31, 2005, respectively.
The Compensation Committee currently intends for compensation paid to the
Company's executive officers to be tax deductible to the Company pursuant to
Section 162(m) of the Internal Revenue Code. Section 162(m) provides that
compensation paid to executive officers in excess of $1,000,000 cannot be
deducted by the Company for federal income tax purposes unless, in general, the
compensation is performance-based, is established by an independent committee of
Directors, is objective and the plan or agreement providing for compensation has
been approved in advance by the shareholders. The Compensation Committee
reserves the right to pay compensation which does not satisfy the arbitrary and
inflexible conditions of Section 162(m) if, in the judgment of the Compensation
Committee, the benefits to the Company of the payment of such compensation
outweighs the costs to the Company of failure to satisfy these conditions.
Dated: February 17, 2003
WALTER FELDESMAN, CHAIR HENRY HUMPHREYS ALLAN F. HERSHFIELD
7
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 Stock 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
[COMPARISON LINE GRAPH]
--------------------------------------------------------------------------------
12/97 12/98 12/99 12/00 12/01 12/02
--------------------------------------------------------------------------------
STERLING BANCORP 100.00 96.75 73.19 113.81 171.37 190.06
S & P 500 100.00 128.58 155.64 141.46 124.65 97.10
KBW 50 100.00 108.28 104.52 125.48 120.31 112.00
---------------
* $100 invested on 12/31/1996 in Stock or Index.
Including reinvestment of dividends.
Fiscal year ending December 31.
8
MEETINGS AND ATTENDANCE OF DIRECTORS; CERTAIN COMMITTEES; FEES
During the year ended December 31, 2002, the Board of Directors of the
Company held five regularly scheduled meetings. In addition, various committees
of the Board met at regular meetings. No director attended fewer than 75% of the
meetings he was required to attend. The Company has standing audit and
compensation committees. The Company did not have a nominating committee or a
committee performing similar functions in 2002. In 2003 a nominating committee
was appointed by the Board of Directors, which will commence activities in 2003
and propose a slate of candidates for the Board of Directors in 2004. Members of
the nominating committee are Messrs. Rossides (chair), Humphreys and Hershfield.
The members of the audit committee ("Audit Committee") are Messrs.
Feldesman (chair), Adamko, Humphreys and Rossides. The Audit Committee held five
meetings during the year ended December 31, 2002.
The members of the compensation committee ("Compensation Committee") are
Mr. Feldesman (chair), Mr. Humphreys and Mr. Hershfield. 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. The Compensation Committee reports to the
Board on issues concerning 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. (See "Compensation Committee Report" on page 7
of this Proxy Statement.) The Compensation Committee held one meeting during the
year ended December 31, 2002.
Directors who are not salaried officers receive fees for attendance at
Board and committee meetings. Each eligible director receives $1,250 for
attending each Board meeting, $750 for attending each committee meeting, a $500
supplemental payment in December of each year and an annual option for 6,098*
Common Shares on the last day the Company's Common Shares are traded in June
2002. Additionally, in 2000, non-employee directors were granted options for
2,904* shares on the last day a trade was reported in June, 2000, and on the
last day a trade is reported in each July from July 2001 through July 2004.
Moreover, pursuant to the adoption of an automatic grant of options in 2002,
non-employee directors will be granted options for 3000* Common Shares on the
last day a trade is reported in June, for each of the years 2003 through 2006.
The options are nonqualified stock options exercisable in four equal
installments, commencing on the first anniversary of the date of grant and
expiring on the fifth anniversary of such date; provided, however, that they
become immediately exercisable in the event of a change in control of the
Company. The exercise price is equal to 100% of the fair market value of the
Common Shares on the date of grant. Upon termination of the services of a
director who is not also a salaried officer, all options then exercisable may be
exercised for a period of three months, except that if termination is by reason
of death, the legal representative of such deceased director has six months to
exercise all options regardless of whether the decedent could have exercised
them. 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 $7,500 for service in such capacity in lieu of
Audit Committee meeting fees. Mr. Adamko, who previously served in the capacity
of non-executive Vice Chairman, and continues to serve as a director, received a
monthly fee of $3,750 in that capacity until October 2002, but did not receive
Board or Committee fees during that period.
FEES TO AUDITORS
AUDIT FEES
The aggregate fees billed by KPMG LLP for professional services rendered
for the audit of the Company's annual financial statements for the fiscal year
ended December 31, 2002 and for the reviews of the financial statements included
in the Company's Quarterly Reports on Form 10-Q for that fiscal year were
$314,500.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
No fees were paid to KPMG LLP by the Company for professional services
rendered for information technology services relating to financial information
systems design or implementation for the fiscal year ended December 31, 2002.
---------------
* Inclusive of adjustment for stock dividends declared on Common Shares.
9
ALL OTHER FEES
The aggregate fees billed by KPMG LLP for services rendered to the Company,
other than the services described above under "Audit Fees" and "Financial
Information Systems Design and Implementation Fees", for the fiscal year ended
December 31, 2002 were $339,690. Fees for other non-audit services included fees
for tax purposes ($278,050) and audit-related services ($39,000).
The Audit Committee has considered whether KPMG LLP's provision of
non-audit services is compatible with maintaining the auditor's independence.
AUDIT COMMITTEE REPORT
The role of the Audit Committee is to assist the Board in its oversight of
the Company's financial reporting process. The Board of Directors has determined
that all members of the Committee are "independent," as required by applicable
listing standards of The New York Stock Exchange. The Committee operates
pursuant to a Charter that was originally adopted by the Board on May 18, 2000,
and amended on November 15, 2001. As set forth in the Charter, management of the
Company is responsible for the preparation, presentation and integrity of the
Company's financial statements, the Company's accounting and financial reporting
principles, and internal controls designed to assure compliance with accounting
standards and applicable laws and regulations. The independent auditors are
responsible for auditing the Company's financial statements and expressing an
opinion as to their conformity with generally accepted accounting principles.
In the performance of its oversight function, the Committee has considered
and discussed the audited financial statements with management and the
independent auditors. The Committee has also discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61, Communication with Audit Committees, as currently modified or
supplemented. The Committee has received the written disclosures and the letter
from the independent auditors required by Independence Standards Board Standard
No. 1, Independence Discussions with Audit Committees, as currently modified or
supplemented, and has discussed with the independent auditor the auditor's
independence from the Company and its management.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Company for
accounting, financial management or internal control. Members of the Committee
rely without independent verification on the information provided to them and on
the representations made by management and the independent accountants.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principles and policies, or internal control and procedures,
designed to assure compliance with accounting standards and applicable laws and
regulations. Furthermore, the Audit Committee's considerations and discussions
referred to above do not assure that the audit of the Company's financial
statements has been carried out in accordance with generally accepted auditing
standards or that the financial statements are presented in accordance with
generally accepted accounting principles.
Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Committee
referred to above and in the Charter, the Committee is recommending to the Board
of Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2002 to be filed with
the Securities and Exchange Commission.
SUBMITTED BY THE AUDIT COMMITTEE
OF THE COMPANY'S BOARD OF DIRECTORS
Walter Feldesman, Chair Joseph M. Adamko Henry J. Humphreys Eugene T.
Rossides
Dated February 20, 2003
10
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. Mr. Feldesman is counsel to a law firm that the Company retained
during its last fiscal year and Mr. Abrams is a partner in a law firm that the
Company retained during its last fiscal year.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL
OWNERS
The following table(1) sets forth, as of February 21, 2003, holdings of the
Company's Common Shares and Preferred Shares by each present 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 5, 2003 was $25.24
per share.
NUMBER AND
NUMBER AND NATURE OF
NATURE OF SERIES D % OF OUTSTANDING
COMMON PREFERRED ESOP
SHARES SHARES CONVERTIBLE
BENEFICIALLY % OF OUTSTANDING BENEFICIALLY PREFERRED SHARES,
NAME OWNED(2) COMMON SHARES OWNED(2) SERIES D
---- ------------ ---------------- ------------ -----------------
Robert Abrams.............................. 11,474 *
Joseph M. Adamko........................... 25,169 0.21
Louis J. Cappelli.......................... 854,889 6.96 2,990 1.29
Walter Feldesman........................... 31,141 0.26
Fernando Ferrer............................ 100 *
Allan F. Hershfield........................ 23,951 0.20
Henry J. Humphreys......................... 26,873 0.23
John C. Millman............................ 367,997 3.06 2,908 1.25
Eugene T. Rossides......................... 19,450 0.16
John W. Tietjen............................ 83,249 0.70 2,647 1.14
John A. Aloisio............................ 89,132 0.75 2,751 1.19
Howard Applebaum........................... 51,715 0.43 2,437 1.05
All directors and executive officers as a
group (12 in group)...................... 1,585,140 12.48 13,733 5.92
---------------
* Less than .1 of 1%
(1) For purposes of this table "beneficial ownership" is determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, pursuant
to which a person or group of persons is deemed to have "beneficial ownership"
of any Common Stock that such person or group has the right to acquire within 60
days after February 21, 2003. For purposes of computing the percentage of
outstanding Common Stock held by each person or group of persons named above,
any shares that such person or group has the right to acquire within 60 days
after February 21, 2003 are deemed outstanding but are not deemed to be
outstanding for purposes of computing the percentage ownership of any other
person or group.
(2) Each director 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. Millman, Tietjen, and Aloisio, shares shown as owned include
7,035; 134; and 4 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. Abrams, 11,323 Common Shares; as to Mr. Adamko, 16,221 Common Shares, as to
Mr. Humphreys, 16,493 Common Shares, as to Messrs. Feldesman, Hershfield, and
Rossides, 17,421 Common Shares; as to Messrs. Cappelli, Millman, Tietjen,
Aloisio and Applebaum and all directors and executive officers as a group,
438,372; 162,294; 55,008; 52,390; 45,731; and 850,095 Common Shares,
respectively, covered by outstanding stock options exercisable within 60 days
and, as to Messrs. Cappelli and
11
Millman, include 45,000 and 9,000 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. Adamko include 3,068 shares
owned by his wife, the shares shown as owned by Mr. Cappelli include 452 Common
Shares owned by his wife, the shares shown as owned by Mr. Millman include 760
shares owned by his wife and 186 shares owned by his wife as custodian, and the
shares shown as owned by Mr. Aloisio include 248 shares owned by his son and 121
shares owned by his wife, beneficial ownership of which each of them disclaims.
The following table sets forth the persons or groups known to the Company
to be the beneficial owner of more than five percent of the outstanding Common
Shares based upon information provided by them to the Company as of February 21,
2003.
NUMBER AND
NATURE OF
COMMON SHARES APPROXIMATE
BENEFICIALLY PERCENTAGE OF
NAME AND ADDRESS OWNED (1) CLASS
---------------- ------------- -------------
FMR Corp.,
Edward C. Johnson 3d, and Abigail P. Johnson,
Fidelity Management & Research Company...................... 1,192,096(2) 10.05
82 Devonshire Street
Boston, Massachusetts 02109
Louis J. Cappelli........................................... 854,889(3) 6.96
650 Fifth Avenue
New York, New York 10019
Dimensional Fund Advisors Inc. ............................. 650,054(4) 5.48
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Certain Barclays Bank related entities ..................... 637,966(5) 5.38
45 Fremont Street
San Francisco, California 94105
---------------
(1) See Footnote 1, page 11, for definition of "beneficial ownership."
(2) The number and nature of the Common Shares beneficially owned are set
forth in a statement on Schedule 13G filed with the Securities and Exchange
Commission on February 14, 2003 by FMR Corp., Edward C. Johnson 3d, and Abigail
P. Johnson. According to said schedule, Fidelity Management & Research Company
("Fidelity"), a wholly-owned subsidiary of FMR Corp. and an investment adviser,
is the beneficial owner of 1,163,568 of the Common Shares set forth in the above
table as a result of acting as investment adviser to various investment
companies ("Fidelity Funds"). Fidelity states that one Fidelity Fund, Fidelity
Low Priced Stock Fund, owns 1,163,568 of the Common Shares owned by Fidelity.
Edward C. Johnson 3d, Chairman of FMR Corp., FMR Corp. (through its control of
Fidelity), and the Fidelity Funds each has sole dispositive power with respect
to 1,163,568 Common Shares, but do not have the sole power to vote or direct the
voting of the Common Shares owned directly by the Fidelity Funds, which power
resides with the Funds' Board of Trustees. Fidelity carries out the voting of
the shares under written guidelines established by the Funds' Board of Trustees.
28,528 Common Shares set forth in the above table are beneficially owned by
Fidelity Management Trust Company, a wholly-owned subsidiary of FMR Corp. and a
bank as defined in Section 3(a)(6) of the Exchange Act, as a result of its
serving as investment manager of certain institutional accounts. Edward C.
Johnson 3d and FMR Corp. (through its control of Fidelity Management Trust
Company) each has sole dispositive power and sole power to vote, or direct the
voting of, 28,528 Common Shares. Through their ownership of voting common stock
of FMR Corp. and the execution of a shareholders' voting agreement with respect
to FMR Corp., Edward
12
C. Johnson 3d, Abigail P. Johnson, and other members of the Johnson family may
be deemed to form a controlling group with respect to FMR Corp.
(3) See Footnote 2, page 11 for number and nature of the Common Shares.
(4) The number and nature of the Common Shares beneficially owned are set
forth in a statement on Schedule 13G filed with the Securities and Exchange
Commission on February 3, 2003 by Dimensional Fund Advisors Inc.
("Dimensional"). According to said schedule, Dimensional is an investment
advisor, furnishes investment advice to four investment companies registered
under the Investment Company Act of 1940, and serves as investment manager to
certain other commingled group trusts and separate accounts. (These investment
companies, trusts and accounts are the "Funds"). In its role as investment
advisor or manager, Dimensional states that it possesses both voting and/or
investment power over the Common Shares set forth in the above table that are
owned by the Funds and that all such are owned by the Funds, and Dimensional
disclaims beneficial ownership of such securities. Further, Dimensional has
advised the Company that no one of these advisory clients, to the knowledge of
Dimensional, owns more than 5% of the class.
(5) The number and nature of the Common Shares beneficially owned are set
forth in a statement on Schedule 13G filed with the Securities and Exchange
Commission on February 10, 2003 by certain Barclays Bank related entities.
According to such schedule the reporting entities are Banks. Barclays Global
Investors, NA has the sole voting power and sole dispositive power for 567,431
shares of Common Stock, Barclays Global Fund Advisors has the sole voting and
sole dispositive power for 70,535 shares of Common Stock and together have the
power to vote or to direct the vote and the power to dispose or to direct the
disposition of 637,966 shares. The shares are reported to be held in trust
accounts for the economic benefit of the beneficiaries of those accounts.
Sterling Bancorp and Subsidiaries Employee Stock Ownership Trust (whose
address is 650 Fifth Avenue, New York, NY 10019, Attn: Trust Dept.), established
pursuant to the Sterling Bancorp and Subsidiaries Employee Stock Ownership Plan
("ESOP"), owns all outstanding shares of ESOP Convertible Preferred Shares,
Series D, each share of which is convertible into 1.5267 Common Shares. The ESOP
Convertible Preferred Shares, Series D 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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on the review of the Forms 3, 4 and 5 furnished to the Company
and certain representations made to the Company, the Company believes that the
only filing deficiencies under Section 16(a) by its directors, executive
officers and 10 percent holders were one late report filed by Eugene T.
Rossides, a director, reporting the 2002 year-end contribution of 2,456 shares
to two charitable institutions; one late report filed by Allan F. Hershfield, a
director, reporting the sale of 315 shares of stock in 2000, and one late report
filed by Joseph M. Adamko, a director, reporting a purchase by his spouse of 500
shares of stock in 1994 and a gift of 100 shares of stock to a college in 2000.
An amendment to certain Form 4s was filed by Mr. Adamko to correct inadvertent
errors.
GENERAL
INDEPENDENT PUBLIC ACCOUNTANTS
Representatives of KPMG LLP, which firm audited the financial statements
for the Company's fiscal year ending December 31, 2002, 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.
13
2004 ANNUAL MEETING
Any shareholder who may desire to submit under the Securities and Exchange
Commission's shareholder proposal rule (Rule 14a-8) a proposal for inclusion in
the Company's proxy and proxy statement for the 2004 Annual Meeting of
Shareholders currently scheduled to be held on April 15, 2004, must present such
proposal in writing to the Company at 650 Fifth Avenue, New York, New York
10019-6108, Attention: Monica Lercher, Corporate Secretary, not later than the
close of business on November 9, 2003. Under the Company's Bylaws, any
shareholder who desires to submit a proposal outside of the process provided by
the Securities and Exchange Commission's shareholder proposal rule (Rule 14a-8)
or desires to nominate a director at the 2004 Annual Meeting of Shareholders
must provide timely notice thereof in the manner and form required by the
Company's Bylaws by February 18, 2004 (but not before January 16, 2004). If the
date of the 2004 Annual Meeting should change, such deadline would also change.
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 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, 2002 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,
2002, 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, 650 FIFTH AVENUE, NEW YORK, NY 10019-6108.
STERLING BANCORP
Dated: March 10, 2003
14
STERLING BANCORP
650 FIFTH AVENUE, NEW YORK, NY 10019-6108
[STERLING BANCORP LOGO]
PROXY THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
STERLING BANCORP
ANNUAL MEETING OF SHAREHOLDERS, TUESDAY APRIL 15, 2003
The undersigned appoints Louis J. Cappelli, John C. Millman and Henry J.
Humphreys, 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
Tuesday, April 15, 2003, 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 -
PLEASE MARK
YOUR VOTES AS
INDICATED IN
THIS EXAMPLE /X/
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR WITHHOLD
FOR All Nominees For All Nominees
1. ELECTION OF DIRECTORS / / / /
01 Robert Abrams, 02 Joseph M. Adamko,
03 Louis J. Cappelli, 04 Walter Feldesman, 05 Fernando Ferrer
06 Allan F. Hershfield, 07 Henry J. Humphreys,
08 John C. Millman, 09 Eugene T. Rossides.
To withhold authority to vote for any individual nominee(s) write that nominee's
name in the space provided.
________________________________________________________________________________
2. 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.
SIGNATURE_______________________ SIGNATURE_______________________ DATE__________
PLEASE MARK, DATE, AND SIGN AS YOUR NAME APPEARS ABOVE 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 -
VOTE BY INTERNET OR TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK
INTERNET AND TELEPHONE VOTING IS AVAILABLE THROUGH 11PM EASTERN TIME
THE BUSINESS DAY PRIOR TO ANNUAL MEETING DAY.
YOUR INTERNET OR TELEPHONE VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR
SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.
INTERNET
http://www.eproxy.com/stl
Use the Internet to vote your proxy. Have your proxy card in hand when you
access the web site. You will be prompted to enter your control number, located
in the box below, to create and submit an electronic ballot.
OR
TELEPHONE
1-800-435-6710
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter your control number, located in the
box below, and then follow the directions given.
OR
MAIL
Mark, sign and date
your proxy card
and
return it in the
enclosed postage-paid
envelope.
IF YOU VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.