United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2131, 2013

STERLING BANCORP

(Exact name of registrant as specified in its charter)

New York

No. 1-5273-1

No. 13-2565216

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

650 Fifth Avenue

New York, New York

10019-6108

(Address of principal executive offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 757-3300

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introductory ~~8.01. Other Events~~Note

OnEffective October 2131, 2013, new Sterling Bancorp (previously, Provident New York Bancorp, a“New ~~Delaware~~Sterling”) ~~corporation~~completed its previously announced merger (the “~~Provident~~Merger”) with Sterling Bancorp (the “Company”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 3, 2013 between New Sterling and the Company. At closing, the Company merged with and into New Sterling, ~~Bancorp~~with New Sterling surviving the merger as the surviving corporation. Pursuant to the Merger Agreement, holders of Company common stock have a right to receive 1.2625 shares of common stock of New ~~York~~Sterling, ~~corporation~~par value $0.01 per share (the “New Sterling Common Stock”), ~~jointly~~for ~~announced~~each ~~that~~share ~~they~~of ~~received~~Company ~~all~~common ~~required~~stock ~~regulatory~~held ~~approvals~~immediately ~~necessary~~prior to ~~consummate~~the ~~their~~effective ~~planned~~time ~~merger~~of the Merger, ~~including~~with cash to be paid in lieu of fractional shares. Each option granted by the ~~approval~~Company to purchase shares of the ~~Federal~~Company’s ~~Reserve~~common ~~System,~~stock was converted into an option to purchase New Sterling Common Stock on the ~~Office~~same terms and conditions as were applicable prior to the Merger (taking into account any acceleration or vesting by reason of the ~~Comptroller~~consummation of the ~~Currency~~Merger and ~~the~~its ~~New~~related ~~York~~transactions), ~~State~~subject ~~Department~~to adjustment of ~~Financial~~the ~~Services. A~~exercise ~~copy~~price ofand the ~~joint~~number ~~press~~of ~~release~~shares isof ~~attached~~Company ~~hereto~~Common asStock ~~Exhibit 99.1~~issuable ~~and~~upon ~~incorporated~~exercise ~~herein~~of bysuch ~~reference~~option based on the 1.2625 exchange ratio.

~~Completion~~Immediately offollowing the ~~merger~~Merger, ~~remains~~Provident ~~subject~~Bank, toa ~~customary~~federal ~~closing~~savings ~~conditions.~~association ~~Assuming~~and ~~such~~a ~~conditions~~wholly-owned ~~are~~subsidiary ~~satisfied~~of New Sterling, converted into a national bank and the ~~merger~~Company’s iswholly-owned ~~expected~~subsidiary, toSterling beNational ~~completed~~Bank, ~~after~~merged (the ~~close~~“Bank ofMerger”) ~~business~~with onand ~~October 31~~into Provident Bank, ~~2013~~with Provident Bank as the surviving entity. In connection with the Bank Merger, Provident Bank changed its name to “Sterling National Bank”.

~~Cautionary~~The ~~Statements~~foregoing ~~Regarding~~description ~~Forward-Looking~~of ~~Information~~the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference as Exhibit 2.1.

~~The~~Item information presented herein contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Provident New York Bancorp and Sterling Bancorp’s expectations or predictions of future financial or business performance or conditions1.01 ~~Forward-looking~~Entry ~~statements~~into ~~are~~a ~~typically~~Material ~~identified~~Definitive 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 expressionsAgreement. 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~~connection ~~to factors previously disclosed in Provident’s and Sterling’s reports filed~~ with the ~~Securities and Exchange Commission~~Merger, ~~the~~pursuant ~~following factors among others, could cause actual results~~ to ~~differ~~a ~~materially~~First ~~from~~Supplemental ~~forward-looking~~Indenture ~~statements: ability to meet closing conditions to~~ (the ~~merger~~“Supplemental onIndenture”), ~~the~~dated ~~expected~~as ~~terms~~of ~~and~~October 31, ~~schedule;~~2013, ~~delay~~among ~~in closing~~ the ~~merger;~~Company, ~~difficulties~~New ~~and~~Sterling ~~delays in integrating the Provident~~ and ~~Sterling~~The ~~businesses~~Bank orof ~~fully~~New ~~realizing~~York ~~cost~~Mellon, ~~savings~~New ~~and~~Sterling ~~other~~assumed ~~benefits; business disruption following~~ the ~~proposed~~performance ~~transaction;~~of ~~changes in asset quality and credit risk;~~ the ~~inability~~covenants to ~~sustain~~be ~~revenue~~performed ~~and~~by ~~earnings~~the ~~growth;~~Company ~~changes~~under inthe ~~interest~~Junior ~~rates~~Subordinated ~~and~~Indenture ~~capital~~(the ~~markets;~~“Indenture”), ~~inflation;~~dated ~~customer~~as ~~borrowing~~of February 27, ~~repayment~~2002, ~~investment~~between ~~and deposit practices; customer disintermediation;~~ the ~~introduction,~~Company ~~withdrawal, success~~ and ~~timing of business initiatives; competitive conditions;~~ the ~~inability~~Bank toof ~~realize~~New ~~cost~~York, ~~savings~~as orTrustee, ~~revenues~~relating or to ~~implement~~debt ~~integration~~securities ~~plans~~issued ~~and~~by ~~other~~the ~~consequences associated with mergers~~Company, ~~acquisitions~~ and ~~divestitures;~~the ~~economic~~due ~~conditions;~~and ~~changes~~punctual inpayment ~~Provident’s stock price before closing, including as a result~~ of the ~~financial~~principal ~~performance~~ of, ~~Sterling~~and ~~prior~~premium, toif ~~closing; the reaction to the transaction of the companies’ customers~~any, ~~employees~~ and ~~counterparties;~~interest ~~and~~on the ~~impact,~~$25.8 ~~extent~~million ~~and timing~~ of ~~technological~~8.375% ~~changes,~~junior ~~capital~~subordinated ~~management~~debt ~~activities,~~securities ~~and~~issued ~~other~~under ~~actions of~~ the ~~Federal Reserve Board and legislative and regulatory actions and reforms~~Indenture.

In addition, pursuant to an Assumption of Guarantee Agreement (the “Assumption Agreement”), dated as of October 31, 2013, between the Company and New Sterling, New Sterling assumed all of the Company’s rights, duties and obligations in and arising under the Guarantee Agreement, dated as of February 27, 2002, between the Company and the Bank of New York relating to the Company’s guarantee of the due and punctual payment of principal and interest on the 8.375% Cumulative Trust Preferred Securities issued by Sterling Bancorp Trust I, a statutory business trust created under the laws of Delaware (the “Issuer Trust”). The sole assets of the Issuer Trust are the 8.375% junior subordinated debt securities issued under the Indenture.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture and the Assumption Agreement, which are incorporated herein by reference as Exhibits 4.1 and 4.2.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Trading in shares of common stock of the Company on the New York Stock Exchange has been halted. As a consequence of the Merger, on October 31, 2013 the Company requested that a Form 25 be filed with the SEC, to request the removal of the common stock of the Company from listing and registration on the New York Stock Exchange and from registration under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Company intends to file with the SEC a certification on Form 15 under the Exchange Act requesting the termination of the registration of the Company’s common stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act. The disclosure set forth in the Introductory Note above is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosure set forth in the Introductory Note above and in Item 1.01 and Item 3.01 is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The information contained in the Introductory Note above is incorporated herein by reference.

Item 8.01 Other Events.

A copy of the New Sterling press release dated November 1, 2013 announcing the closing of the Merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
99.1		Joint Press Release, dated October 21, 2013
2.1		Agreement and Plan of Merger, dated as of April 3, 2013, between the Company and New Sterling (attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 9, 2013, and incorporated herein by reference).
4.1		First Supplemental Indenture, dated as of October 31, 2013, among the Company, New Sterling and The Bank of New York Mellon (incorporated by reference to Exhibit 4.3 of the Current Report on Form 8-K filed by New Sterling (Commission File Number 001-35385) on November 1, 2013).
4.2		Assumption of Guarantee Agreement, dated as of October 31, 2013, between Provident New York Bancorp and Sterling Bancorp (incorporated by reference to Exhibit 4.4 of the Current Report on Form 8-K filed by New Sterling (Commission File Number 001-35385) on November 1, 2013).
99.1		Press Release, dated November 1, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STERLING BANCORP	~~STERLING BANCORP~~
Date: October 21, 2013
	(as successor to Sterling Bancorp)
		By:	/s/ JOHN W. TIETJEN
Date: November 1, 2013
			JOHN W. TIETJEN
	By:	/s/ Luis Massiani
			Executive Vice President and Chief Financial Officer
	Name:	Luis Massiani
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
99.1		Joint Press Release, dated October 21, 2013.

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of April 3, 2013, between the Company and New Sterling (attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 9, 2013, and incorporated herein by reference).
4.1		First Supplemental Indenture, dated as of October 31, 2013, among the Company, New Sterling and The Bank of New York Mellon (incorporated by reference to Exhibit 4.3 of the Current Report on Form 8-K filed by New Sterling (Commission File Number 001-35385) on November 1, 2013).
4.2		Assumption of Guarantee Agreement, dated as of October 31, 2013, between Provident New York Bancorp and Sterling Bancorp (incorporated by reference to Exhibit 4.4 of the Current Report on Form 8-K filed by New Sterling (Commission File Number 001-35385) on November 1, 2013).
99.1		Press Release, dated November 1, 2013.

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