IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA

Transcription

1 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA IN RE STERLING FINANCIAL CORPORATION MDL DOCKET NO SECURITIES CLASS ACTION CIVIL ACTION NO GENERAL INSTRUCTIONS PROOF OF CLAIM AND RELEASE 1. To recover as a Settlement Class Member based upon your claims in the consolidated action styled In re Sterling Financial Corporation Securities Class Action, MDL Docket No. 1879, Civil Action No , pending in the United States District Court for the Eastern District of Pennsylvania, you must complete and, on Page 6 hereof, sign this Proof of Claim and Release form ( Claim Form ). If you fail to file a properly addressed (as set forth in Paragraph 3 below) Claim Form, your claim may be rejected and you may be precluded from any recovery from the Settlement Fund created in connection with the proposed Settlement of the Litigation. 2. Submission of this Claim Form, however, does not ensure that you will share in the proceeds of Settlement in the Litigation. 3. You must mail your completed and signed Claim Form postmarked on or before July 16, 2009, addressed as follows: IN RE STERLING FINANCIAL CORPORATION SECURITIES CLASS ACTION CLAIMS ADMINISTRATOR C/O A.B. DATA, LTD. PO BOX MILWAUKEE, WI If you are NOT a Settlement Class Member (as defined in the Notice of Pendency and Settlement of Class Action (the Notice )), DO NOT submit a Claim Form. 5. If you are a Settlement Class Member and you did not timely request exclusion in connection with the proposed Settlement, you are bound by the terms of any judgment entered in the Litigation, including the releases provided therein, REGARDLESS OF WHETHER YOU SUBMIT A CLAIM FORM. DEFINITIONS 1. Sterling means Sterling Financial Corporation and all of its predecessors; successors; parents; subsidiaries; divisions; and related or affiliated entities and each of its or their present and former assigns; partners; attorneys; officers; directors; principals; employees; accountants; associates; agents; representatives; consultants; advisors; heirs; executors; administrators; custodians; and beneficiaries. 2. Defendants means Sterling, Bank of Lancaster County NA ( Bank of Lancaster ), Equipment Finance LLC ( EFI ), and individual defendants J. Roger Moyer, Jr., J. Bradley Scovill, Tito L. Lima, Thomas Dautrich, George W. Graner, Michael J. Schlager, and Joseph M. Braas; and The PNC Financial Services Group, Inc. ( PNC ), which on April 4, 2008, merged with Sterling Financial Corporation, Bank of Lancaster County, N.A., and Equipment Finance, LLC. 3. Individual Defendants means J. Roger Moyer, Jr., J. Bradley Scovill, Tito L. Lima, Thomas Dautrich, George W. Graner, Michael J. Schlager, and Joseph M. Braas. 4. Judgment means the judgment to be rendered by the Court. 5. All other capitalized terms used herein shall have the meaning assigned to them in the Stipulation and Agreement of Settlement (the Stipulation ). CLAIMANT IDENTIFICATION 1. If you purchased Sterling common stock and held the certificate(s) in your name, you are the beneficial owner as well as the record owner. If, however, you purchased Sterling common stock and the certificate(s) was (were) registered in the name of a third party, such as a nominee or brokerage firm, you are the beneficial owner and the third party is the record owner. 2. Use Part I of this form entitled CLAIMANT IDENTIFICATION to identify each beneficial owner and record owner or nominee (if different from the beneficial owner) of Sterling common stock that forms the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL OWNER OR OWNERS, OR THE LEGAL REPRESENTATIVE OF SUCH OWNER OR OWNERS, OF THE STERLING COMMON STOCK UPON WHICH THIS CLAIM IS BASED. 3. All joint owners must sign this claim. Executors, administrators, guardians, conservators, and trustees must complete and sign this claim on behalf of persons represented by them, and their authority must accompany this claim and their titles or capacities must be stated. The taxpayer identification number (TIN) and telephone number of the beneficial owner may be used in verifying the claim. Failure to provide the foregoing information could delay verification of your claim and/or result in claim rejection. CLAIM FORM 1. Use Part II of this form entitled SCHEDULE OF TRANSACTIONS IN STERLING COMMON STOCK to supply all required details of your transaction(s) in Sterling common stock. If you need more space or additional schedules, attach separate sheets providing all of the required information in substantially the same form. Print or type your name and include your TIN on each additional sheet. QUESTIONS? CALL OR VISIT STERLINGLITIGATION.COM Page 1 of 6

2 2. On the schedules, provide all requested information with respect to all of your purchases and acquisitions and all of your sales (including any free receipts and free deliveries) of Sterling common stock that took place at any time between April 27, 2004, and August 22, 2007, inclusive, whether such transactions resulted in a profit or a loss. Failure to report all such transactions may result in rejection of your claim. 3. List each transaction in the Settlement Class Period separately and in chronological order, by trade date, beginning with the earliest. You must accurately provide the month, day, and year of each transaction you list. Do not adjust transactions for stock splits. 4. If you acquired Sterling common stock by means of a gift, inheritance, or operation of law during the Settlement Class Period, such acquisitions do not qualify as part of the proposed Settlement. If, however, such stock was purchased during the Settlement Class Period by the donor, decedent, or transferor, then as long as the original purchaser does not submit a Claim Form with respect to the shares, the recipient s Recognized Losses will be computed by using the price of such stock on the original date of purchase. 5. For Settlement Class Members who held shares at the beginning of the Settlement Class Period, or made multiple purchases or sales during the Settlement Class Period, the first in, first out (FIFO) method will be applied to such holdings, purchases, and sales for purposes of calculating a claim. Under the FIFO method, sales of shares during the Settlement Class Period will be matched, in chronological order, first against shares held at the beginning of the Settlement Class Period. The remaining sales of shares during the Settlement Class Period will then be matched, in chronological order, against shares purchased during the Settlement Class Period. 6. The date of covering a short sale is deemed to be the date of purchase of Sterling common stock. The date of a short sale is deemed to be the date of sale of Sterling common stock. 7. You must attach copies of broker confirmations or other documentation of your transactions in Sterling common stock to your claim. Failure to provide this documentation could delay verification of your claim and/or result in claim rejection. 8. If you would like to use an alternate address for any distribution you might be eligible for, please place a check mark next to Check Here to Use Alternate Address for Distribution on Page 3 and fill out the Distribution Address portion of the Claim Form. QUESTIONS? CALL OR VISIT STERLINGLITIGATION.COM Page 2 of 6

3 MUST BE POSTMARKED NO LATER THAN JULY 16, 2009 Last Name (Claimant) UNITED STATES DISTRICT COURT EASTERN DISTRICT OF PENNSYLVANIA In re Sterling Financial Corporation Securities Class Action MDL Docket No. 1879, Civil Action No PROOF OF CLAIM AND RELEASE Please Type or Print PART I: CLAIMANT IDENTIFICATION First Name (Claimant) *STERLING* FOR OFFICIAL USE ONLY Last Name (Beneficial Owner If Different From Claimant) First Name (Beneficial Owner) Last Name (Co Beneficial Owner) First Name (Co Beneficial Owner) Company/Other Entity (If Claimant Is Not an Individual) Trustee/Nominee/Other Account Number (If Claimant Is Not an Individual) Trust/Other Date (If Applicable) Address Line 1 Address Line 2 (If Applicable) City State Zip Code Foreign Province Foreign Zip Code Foreign Country - Check Here to Use Alternate Address for Distribution (Optional) Distribution Address Distribution Address Line 1 Distribution Address Line 2 (If Applicable) City State Zip Code - Foreign Province Foreign Zip Code Foreign Country Telephone Number (Day) Telephone Number (Night) ( ) - ( ) - Beneficial Owner s Employer Identification Number or Social Security Number Address

4 IDENTITY OF CLAIMANT Individual Joint Owners Estate Corporation Trust Partnership Limited Liability Company Legal Representative IRA, Keogh, or Other Type of Individual Retirement Plan (indicate type of plan, mailing address, and name of current custodian) Other (specify, describe on separate sheet) Excluded from the Settlement Class are PNC, Sterling, Bank of Lancaster, EFI, the Individual Defendants and members of their immediate families, any entity in which PNC, Sterling, Bank of Lancaster, or EFI has or had a controlling interest, directors and officers of PNC, Sterling, Bank of Lancaster, and EFI, and the legal representatives, heirs, successors, or assigns of any such excluded Person. Also excluded from the Settlement Class are those Persons who timely and validly request exclusion from the Settlement Class pursuant to the Notice. Check here if the claimant or beneficial owner is excluded from the Settlement Class. Check here if the claimant or beneficial owner was an officer or director of Sterling at any time between April 27, 2004, and May 24, 2007, inclusive. If so, please state position(s) held and dates of employment: Check here if the claimant or beneficial owner acquired Sterling common stock through any Sterling employee benefit plan. PART II: SCHEDULE OF TRANSACTIONS IN STERLING COMMON STOCK BEGINNING HOLDINGS OF STERLING COMMON STOCK: Please state the number of shares of Sterling common stock held at the opening of trading on April 27, Proof enclosed? PURCHASES/ACQUISITIONS: List all purchases and acquisitions (including free receipts) of Sterling common stock between April 27, 2004, and August 22, 2007, inclusive (do not adjust for stock splits). Trade date(s) of purchases/acquisitions List chronologically MM DD YYYY Number of shares purchased or acquired Purchase price per share (excluding taxes, commissions, etc.) Proof of purchase enclosed SALES: List all sales of Sterling common stock between April 27, 2004, and August 22, 2007, inclusive (do not adjust for stock splits). Trade date(s) of sales List chronologically MM DD YYYY Number of shares sold Sale price per share (excluding taxes, commissions, etc.) Proof of sale enclosed QUESTIONS? CALL OR VISIT STERLINGLITIGATION.COM Page 4 of 6

5 UNSOLD HOLDINGS: Please state the number of shares of Sterling common stock held as of the close of all trading on August 22, Proof enclosed? IF YOU REQUIRE ADDITIONAL SPACE, ATTACH EXTRA SCHEDULES IN THE SAME FORMAT AS ABOVE. PRINT THE FULL NAME AND TIN OF THE BENEFICIAL OWNER ON EACH ADDITIONAL PAGE. YOU MUST PROVIDE SUPPORTING DOCUMENTATION OF ALL HOLDINGS AND TRANSACTIONS IN STERLING COMMON STOCK INDICATED ABOVE. YOU MUST READ THE RELEASE BELOW AND SIGN ON PAGE 6. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS I (We) submit this Claim Form under the terms of the Stipulation described in the Notice. I (We) also submit to the jurisdiction of the United States District Court for the Eastern District of Pennsylvania with respect to my (our) claim as a Settlement Class Member and for purposes of enforcing the release set forth herein. I (We) further acknowledge that I am (we are) bound by and subject to the terms of any judgment that may be entered in the Litigation. I (We) agree to furnish additional information to Class Counsel or the Claims Administrator to support this claim, including details of transactions in other Sterling securities, such as options, if requested to do so. I (We) have not submitted any other claim covering the same purchases or sales of Sterling common stock during the Settlement Class Period and know of no other person having done so on my (our) behalf. RELEASE 1. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully, finally, and forever settle, release, and discharge each and all of the Released Persons from, the Released Claims. 2. Released Claims mean any and all claims (including, but not limited to, Unknown Claims), demands, losses, rights, and causes of action of any nature and description whatsoever, whether known, unknown, suspected, unsuspected, concealed or hidden, by any Lead Plaintiff or Settlement Class Member, based upon or arising out of, or related to, both the purchase of Sterling common stock during the Settlement Class Period and the acts, facts, transactions, events, occurrences, disclosures, statements, omissions, or failures to act that were, could have or might have been alleged in the Litigation by any Lead Plaintiff or Settlement Class Member. 3. Released Persons means the Individual Defendants, PNC, Sterling, Bank of Lancaster, EFI, and each Defendant s past or present directors, officers, principals, employees, partners, insurers, agents, controlling shareholders, attorneys, accountants or auditors, consultants, advisors, investment advisors, personal or legal representatives, predecessors, successors, parents, subsidiaries (whether or not directly or wholly owned), divisions, joint ventures, assigns, spouses, any members of an Individual Defendant s immediate family, executors, administrators, custodians, beneficiaries, heirs, related or affiliated entities, any entity in which a Defendant has a controlling interest, or any trust of which an Individual Defendant is the settler or which is for the benefit of an Individual Defendant s family. 4. Unknown Claims means any Released Claims that any Lead Plaintiff or Settlement Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Persons which, if known by him, her or it, might have affected his, her, or its settlement with and release of the Released Persons, or might have affected his, her, or its decision not to object to this Settlement or not to exclude himself, herself, or itself from the Settlement Class. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, the Plaintiffs shall expressly, and each of the Settlement Class Members shall be deemed to have and by operation of the Judgment shall have expressly, waived the provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code 1452, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. The Lead Plaintiffs and Settlement Class Members may hereafter discover facts in addition to or different from those that any of them now knows or believes to be true with respect to the subject matter of the Released Claims, but each Lead Plaintiff shall expressly, and each Settlement Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have expressly, fully, finally, and forever released, relinquished, and discharged, and shall forever be enjoined from prosecution of, any and all Released Claims, whether known, unknown, suspected, unsuspected, contingent, non-contingent, concealed, hidden, now existing, or previously existing upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. The Lead Plaintiffs acknowledge, and the Settlement Class Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and is a key and fundamental element of the Settlement of which this release is a part. 5. This release shall be of no force or effect unless and until the Court approves the Stipulation and such Stipulation becomes effective on the Effective Date (as defined in the Stipulation). 6. I (We) hereby warrant and represent that I (we) have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof. QUESTIONS? CALL OR VISIT STERLINGLITIGATION.COM Page 5 of 6

6 7. I (We) hereby warrant and represent that I (we) have included information about all of my (our) transactions in Sterling common stock that occurred during the Settlement Class Period as well as the amount of Sterling common stock held by me (us) at the opening of trading on April 27, 2004, and at the close of trading on May 24, SUBSTITUTE FORM W-9 AND CERTIFICATION Enter the TIN below for the beneficial owner(s). For individuals, this is your Social Security number (SSN). For corporations, estates, trusts, etc., this is your employer identification number (EIN). The Internal Revenue Service (IRS) requires such TIN. If you fail to provide this information, your claim may be rejected. EIN: - OR SSN: - - UNDER THE PENALTY OF PERJURY, I (WE) CERTIFY THAT: The number shown on this form is my (our) correct TIN; and I (We) certify that I am (we are) not subject to backup withholding under the provisions of Section 3406 (a)(1)(c) of the Internal Revenue Code because (a) I am (we are) exempt from backup withholding or (b) I (we) have not been notified by the IRS that I am (we are) subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me (us) that I am (we are) no longer subject to backup withholding. NOTE: If the IRS has notified you that you are subject to backup withholding, please strike out the language that you are not subject to backup withholding in the certification above. NOTE: If you have a joint account, only the Social Security number associated with that account is required to be provided. However, if your account is held jointly, both parties must sign the form below. The Internal Revenue Service does not require your consent to any provision of this document other than the certification required to avoid backup withholding. I declare under penalty of perjury under the laws of the United States of America that the foregoing information supplied by the undersigned is true and correct and that this Claim Form was executed this day of (month/year) in (city/state). Signature of claimant Print your name here Signature of joint claimant, if any Print your name here Capacity of person(s) signing (e.g., beneficial owner, purchaser, executor, administrator, trustee, etc.) REMINDER CHECKLIST 1. PLEASE SIGN THE ABOVE RELEASE AND DECLARATION. IF THIS CLAIM IS BEING MADE ON BEHALF OF JOINT CLAIMANTS, BOTH MUST SIGN. 2. REMEMBER TO ATTACH SUPPORTING DOCUMENTATION. DO NOT USE A HIGHLIGHTER ON THE CLAIM FORM OR ANY SUPPORTING DOCUMENTATION. 3. DO NOT SEND STOCK CERTIFICATES OR ORIGINAL DOCUMENTATION. PLEASE SEND ONLY COPIES. 4. KEEP A COPY OF YOUR CLAIM FORM AND ALL DOCUMENTATION SUBMITTED FOR YOUR RECORDS; ORIGINALS CANNOT BE RETURNED TO YOU ONCE THE DOCUMENTS ARE SUBMITTED. 5. IF YOU DESIRE AN ACKNOWLEDGMENT OF RECEIPT OF YOUR CLAIM FORM, PLEASE SEND IT CERTIFIED MAIL, RETURN RECEIPT REQUESTED OR BY SOME OTHER MEANS THAT PROVIDES YOU WITH PROOF OF RECEIPT. 6. IF YOU MOVE OR CHANGE YOUR NAME AFTER SUBMITTING THIS CLAIM FORM, PLEASE NOTIFY THE CLAIMS ADMINISTRATOR OF THE CHANGE IN YOUR NAME AND/OR ADDRESS. ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE. QUESTIONS? CALL OR VISIT STERLINGLITIGATION.COM Page 6 of 6