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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 COMMISSION FILE NO. 000-23537
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PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2491488
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
158 ROUTE 206
PEAPACK-GLADSTONE, NEW JERSEY 07934
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER (908) 234-0700
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
TITLE OF EACH CLASS
--------------------------
COMMON STOCK, NO PAR VALUE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No__.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment of this
Form 10-K__.
As of February 29, 2000, 2,871,530 shares of Common Stock were outstanding and
the aggregate market value of the shares held by unaffiliated stockholders was
approximately $104,137,587.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation's 1999 Annual Report (the "1999 Annual Report") and
Definitive Proxy Statement for the Corporation's 2000 Annual Meeting of
Shareholders (the "2000 Proxy Statement") are incorporated by reference into
Parts II and III.
FORM 10-K
PEAPACK-GLADSTONE FINANCIAL CORPORATION
FOR THE YEAR ENDED DECEMBER 31, 1999
TABLE OF CONTENTS
PART I
Item 1 Description of Business........................................ 3
Item 2 Description of Property........................................ 7
Item 3 Legal Proceedings.............................................. 7
Item 4 Submission of Matters to a Vote of Security Holders............ 7
PART II
Item 5 Market for the Registrant's Common Stock and Related
Shareholders Matters......................................... 8
Item 6 Selected Financial Data........................................ 8
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 8
Item 7A Quantitative and Qualitative Disclosure About Market Risk...... 8
Item 8 Financial Statements and Supplementary Data.................... 9
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure..................................... 9
PART III
Item 10 Directors and Executive Officers of the Registrant............. 9
Item 11 Executive Compensation......................................... 9
Item 12 Security Ownership of Certain Beneficial Owners and
Management................................................... 10
Item 13 Certain Relationships and Related Transactions................. 10
PART IV
Item 14 Exhibits, Financial Statements, and Reports on Form 8-K........ 10
Signatures..................................................... 12
2
This document contains certain forward-looking statements with respect to the
financial condition, results of operations and business of the Corporation. Such
statements are not historical facts and include expressions about the
Corporation's confidence, strategies and expectations about earnings, new and
existing programs and products, relationships, opportunities, technology and
market conditions. These statements may be identified by forward-looking
terminology such as "expect", "believe", or "anticipate", or expressions of
confidence like "strong", or "on-going", or similar statements or variations of
such terms. Factors that may cause actual results to differ materially from
those contemplated by such forward looking statements include, among others, the
following possibilities:
(10) Competitive pressure in the banking and financial services industry
increases significantly.
(11) Changes in the interest rate environment may reduce interest rate margins.
(12) General economic conditions, either nationally or in the state of New
Jersey are less favorable than expected.
(13) Deposit attrition, customer loss or revenue loss following the
Corporation's merger with Chatham Savings, FSB is greater than expected.
The Corporation assumes no responsibility to update such forward looking
statements in the future.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
THE CORPORATION
The Peapack-Gladstone Financial Corporation (the "Corporation"), organized under
the laws of New Jersey in August, 1997, by the Board of Directors of
Peapack-Gladstone Bank (the "Bank"), its principal subsidiary, to become a
holding company for the Bank. The Bank is a state chartered commercial bank
founded in 1921 under the laws of the State of New Jersey. The Corporation is a
registered bank holding company. The Bank offers financial services through
thirteen full-service banking offices, and one mini-branch. The Bank maintains
seven (7) branches and one (1) auxiliary office in Somerset County, one (1) in
Hunterdon County and six (6) in Morris County. The Bank has two wholly-owned
subsidiaries which include an investment company and a real estate investment
trust. The investment company, Peapack-Gladstone Investment Company, Inc. holds,
maintains and manages investment security portfolios for the Bank. The real
estate investment trust, Peapack-Gladstone Mortgage Group, Inc. purchases
residential mortgage loans from the Bank.
The Bank is primarily dedicated to providing quality, personalized financial,
trust and investment services to individuals and small businesses.
Commercial loan customers of the Bank are business people, including merchants,
landscapers, architects, doctors and dentists, attorneys, building contractors
and restaurateurs as well as various service firms and other local retailers.
Most forms of commercial lending are offered, including working capital lines of
credit, term loans for fixed asset acquisitions, commercial mortgages and other
forms of asset-based financing.
In addition to commercial lending activities, the Bank offers a wide range of
consumer banking services, including: Checking and Savings accounts, Money
Market and Interest-bearing Checking accounts, Certificates of Deposit,
Individual Retirement Accounts held in Certificates of Deposit or self-directed
investment accounts as well as accounts for employers' pension funds. The Bank
also offers residential, commercial and construction mortgages, Home Equity
lines of credit and other second mortgage loans. For children, the Bank offers a
special Pony Club Savings account. New Jersey Consumer Checking Accounts are
offered to low income customers. In addition, the Bank provides foreign and
domestic Travelers' Checks, Personal Money Orders, Cashier's Checks and Wire
Transfers. Automated Teller Machines are available at ten (10) locations. Via
the Automatic Teller Machine access card issued by the Bank, customers may pay
for commodities at Point-of-Sale merchant locations.
The Trust and Investment Department is an important function of the Bank. Since
its inception in 1972, trust assets (book value) have increased to more than
$651 million. This Department is committed to sound, conservative
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management of assets for its clients and strives to maintain high-quality,
specialized services for this important market segment.
Deposits of the Bank are insured for up to $100,000 per depositor by the Bank
Insurance Fund administered by the FDIC. The Bank is a member of the Federal
Reserve System.
RECENT DEVELOPMENTS
On August 26, 1999, Peapack-Gladstone Financial Corporation signed a definitive
merger agreement with Chatham Savings, FSB ("Chatham") and subsidiaries, a two
branch bank headquartered in Chatham, New Jersey. At December 31, 1999 Chatham
had total assets of $79,589,000 and deposits of $63,926,000. The transaction
closed January 7, 2000 and has been accounted for using the pooling of interest
methods of accounting and, accordingly, Peapack's historical consolidated
financial statements presented in future reports will be restated to include the
accounts and results of Chatham. There were 140,000 shares of Chatham common
stock outstanding at December 31, 1999. The merger agreement provides for each
share of common stock of Chatham to be exchanged for 2.18379 shares of Peapack
common stock, and as a result 305,730 shares of Corporation common stock were
exchanged.
EMPLOYEES
As of December 31, 1999, the Corporation employed 139 full-time equivalent
persons. Management considers relations with employees to be satisfactory.
PRINCIPAL MARKET AREAS
The Bank's principal market for its deposit gathering activities include
northern Somerset, northern Morris and northeastern Hunterdon Counties. The area
is composed of upper-income single family homes, moderate income properties,
some low-income housing and a few prosperous farms. There are numerous small
retail businesses in each of the towns as well as offices for various
professionals, i.e. attorneys, architects, interior decorators, photographers,
etc. A portion of the market area is bisected by Interstate Highways 287 and 78
where numerous corporate offices have relocated over the past 25 years. The Bank
does not have the resource capacity to satisfy the financial needs of AT&T,
Merck & Co., Chubb Insurance Company, or other large corporations based in the
area. However, the Bank has targeted the management and staff of these companies
as potential customers. The corporate decision to move offices further out of
the cities into western New Jersey caused the relatively rural nature of the
Bank's primary trade area to change dramatically.
The Bank has expanded its service areas from one office in 1968 to the present
thirteen (13) full-service banking locations and one (1) mini-branch location by
steadily opening new branches and its recent acquisition of Chatham Savings,
FSB. All of the communities that the Bank serves are demographically similar and
contiguous to the main office, affording various management economies.
COMPETITION
The market for banking and bank-related services is highly competitive. The
Corporation and its subsidiary compete with other providers of financial
services such as other bank holding companies, commercial and savings banks,
savings and loan associations, credit unions, money market and mutual funds,
mortgage companies, and a growing list of other local, regional and national
institutions which offer financial services. Mergers between financial
institutions within New Jersey and in neighboring states have added competitive
pressure. Competition is expected to intensify as a consequence of interstate
banking laws now in effect or that may be in effect in the future. The
Corporation and its subsidiary compete by offering quality products and
convenient services at competitive prices. In order to maintain and enhance its
competitive position, the Corporation regularly reviews its products, locations
and new branching prospects.
4
GOVERNMENTAL POLICIES AND LEGISLATION
The commercial banking business is affected not only by general economic
conditions, but also by the monetary and fiscal policies of the federal
government and the policies of the regulatory agencies, particularly the Federal
Reserve Board. The Federal Reserve Board implements national monetary policies
(with objectives such as curbing inflation and combating recession) by its
open-market operations in United States government securities, by adjusting the
required level of reserves for financial institutions and by varying the
discount rates applicable to borrowings by financial institutions. The actions
of the Federal Reserve Board in these areas influence the growth of bank loans,
investments and deposits, and also affect prime or reference lending rates and
interest rates paid on deposits. The nature and impact of any future changes in
monetary policies implemented by the Federal Reserve Board cannot be predicted.
From time to time, legislation is enacted which has the effect of increasing the
cost of doing business, limiting or expanding permissible activities or
affecting the competitive balance between banks and other financial
institutions. Proposals to change the laws and regulations governing the
operations and taxation of banks, bank holding companies and other financial
institutions are frequently made in Congress, in state legislatures and before
various bank regulatory agencies. The likelihood of any major changes and the
impact such changes might have on the Corporation or the Bank are impossible to
predict. Certain potentially significant changes which have been enacted are
discussed below.
CAPITAL REQUIREMENTS
The Federal Reserve Board has adopted risk-based capital guidelines for banks
and bank holding companies. The minimum guidelines for the ratio of total
capital to risk-weighted assets is 8%. At least half of the total capital is to
be comprised of common stock, retained earnings, minority interests in the
equity accounts of consolidated subsidiaries, noncumulative perpetual preferred
stock and a limited amount of qualifying cumulative perpetual preferred stock,
less goodwill and certain other intangibles ("Tier 1 Capital"). The remainder
may consist of other preferred stock, certain other instruments and a portion of
the loan loss allowance. At December 31, 1999, the Corporation's Tier 1 Capital
and Total Capital ratios were 21.66% and 23.08%, respectively.
In addition, the Federal Reserve Board has established minimum leverage ratio
guidelines for banks and bank holding companies. These guidelines provide for a
minimum ratio of Tier 1 Capital to average total assets of 3% for banks that
meet certain specified criteria, including having the highest regulatory rating.
All other banks and bank holding companies generally are required to maintain a
leverage ratio of at least 3% plus an additional cushion of 100 to 200 basis
points. The Corporation's leverage ratio at December 31, 1999 was 9.75%.
RESTRICTIONS ON THE PAYMENT OF DIVIDENDS
The holders of the Corporation's common stock are entitled to receive dividends,
when, as and if declared by the Board of Directors of the Corporation out of
funds legally available. The only statutory limitation is that such dividends
may not be paid when the Corporation is insolvent. Since the principal source of
income for the Corporation will be dividends on Bank common stock paid to the
Corporation by the Bank, the Corporation's ability to pay dividends to its
shareholders will depend on whether the Bank pays dividends to it. As a
practical matter, restrictions on the ability of the Bank to pay dividends act
as restrictions on the amount of funds available for the payment of dividends by
the Corporation. As a New Jersey chartered commercial bank, the Bank is subject
to the restrictions on the payment of dividends contained in the New Jersey
Banking Act of 1948, as amended (the "Banking Act"). Under the Banking Act, the
Bank may pay dividends only out of retained earnings, and out of surplus to the
extent that surplus exceeds 50% of stated capital. Under the Financial
Institutions Supervisory Act, the FDIC has the authority to prohibit a
state-chartered bank from engaging in conduct which, in the FDIC's opinion,
constitutes an unsafe or unsound banking practice. Under certain circumstances,
the FDIC could claim that the payment of a dividend or other distribution by the
Bank to the Corporation constitutes an unsafe or unsound practice. The
Corporation is also subject to FRB policies which may, in certain circumstances,
limit its ability to pay dividends. The FRB policies require, among other
things, that a bank holding company maintain a minimum capital base. The FRB
would most likely seek to prohibit any dividend payment which would reduce a
holding company's capital below these minimum amounts.
5
FDICIA
On December 19, 1991, the Federal Deposit Insurance Corporation Improvement Act
of 1991 ("FDICIA") was enacted. FDICIA substantially revises the depository
institution regulatory and funding provisions of the FDIC and makes revisions to
several other federal banking statutes. Among other things, FDICIA requires the
federal banking regulators to take prompt corrective action in respect of
depository institutions that do not meet minimum capital requirements. FDICIA
establishes five capital tiers: "well capitalized," "adequately capitalized,"
"under capitalized," and "critically undercapitalized." Under recently adopted
regulations, a bank is defined to be well capitalized if it maintains a leverage
ratio of at least 5%, a risk-adjusted Tier 1 capital ratio of at least 6% and a
risk-adjusted total capital ratio of at least 10% and is not otherwise in a
"troubled condition" as specified by its appropriate federal regulatory agency.
A bank is defined to be adequately capitalized if it is not deemed to be well
capitalized and it meets all of its minimum capital requirements. In addition, a
depository institution will be considered undercapitalized if it fails to meet
any minimum required measure, significantly undercapitalized if it is
significantly below such measure and critically undercapitalized if it fails to
maintain a level of tangible equity equal to not less than 2% of total assets. A
depository institution may be deemed to be in a capitalization category that is
lower than is indicated by its actual capital position if it receives an
unsatisfactory examination rating.
FDICIA further provides that a bank cannot accept brokered deposits unless (i)
it is well capitalized or (ii) it is adequately capitalized and receives a
waiver from the FDIC. A bank that cannot receive brokered deposits also cannot
offer "pass-through' insurance on certain employee benefit accounts. In
addition, a bank that is not well capitalized cannot offer rates of interest on
deposits which are more than 75 basis points above prevailing rates. At December
31, 1999 the Corporation and the Bank were well capitalized.
INSURANCE FUNDS LEGISLATION
The Corporation's wholly-owned subsidiary, the Peapack-Gladstone Bank, is a
member of the Bank Insurance Fund ("BIF") of the FDIC. The FDIC also maintains
another insurance fund, the Savings Association Insurance Fund ("SAIF"), which
primarily covers savings and loan association deposits but also covers deposits
that are acquired by a BIF-insured institution from a savings and loan
association.
The Economic Growth and Regulatory Reduction Act of 1996 (the "1996 Act") signed
into law on September 30, 1996 included The Deposit Insurance Funds Act of 1996
(the "Funds Act") under which the FDIC was required to impose a special
assessment on SAIF-assessable deposits to recapitalize the SAIF. Under the Funds
Act, the FDIC will also charge assessments for SAIF and BIF deposits in a 5 to 1
ratio to pay Financing Corp. ("FICO") bonds until January 1, 2000, at which time
the assessment will be equal.
During 1999 a FICO rate of approximately 1.19 basis points was charged on BIF
deposits, and approximately 5.93 basis points was charged for SAIF deposits.
RECENT LEGISLATION
On November 12, 1999, the President signed the Gramm-Leach-Bliley Financial
Modernization Act of 1999 into law. The Modernization Act will:
* allow bank holding companies meeting management, capital and Community
Reinvestment Act standards to engage in a substantially broader range of
nonbanking activities than currently is permissible, including insurance
underwriting and making merchant banking investments in commercial and
financial companies; if a bank holding company elects to become a financial
holding company, it files a certification, effective in 30 days, and
thereafter may engage in certain financial activities without further
approvals;
* allow insurers and other financial services companies to acquire banks;
6
* remove various restrictions that currently apply to bank holding company
ownership of securities firms and mutual fund advisory companies; and
* establish the overall regulatory structure applicable to bank holding
companies that also engage in insurance and securities operations.
This part of the Modernization Act will become effective on March 13, 2000.
On January 19,2000, the FRB adopted an interim rule allowing bank holding
companies to submit certifications by February 15 to become financial holding
companies on March 13, 2000. The FRB also provided regulations on procedures
which would be used against financial holding companies which have depository
institutions which fall out of compliance with the management or capital
criteria. Only financial holding companies can own insurance companies can own
insurance companies and engage in merchant banking.
On January 14, 2000, the OCC proposed rules to allow national banks to form
subsidiaries to engage in financial activities allowed for financial holding
companies. Electing national banks must meet the same management and capital
standards as financial holding companies but may not engage in insurance
underwriting, real estate development or merchant banking. Sections 23A and 23B
of the Federal Reserve Act will apply to financial subsidiaries and the capital
invested by a bank in its financial subsidiaries will be eliminated from the
bank's capital in measuring all capital ratios. These rules may be used by
national banks effective March 13, 2000.
The Modernization Act also modifies other current financial laws, including laws
related to financial privacy and community reinvestment.
Additional proposals to change the laws and regulations governing the banking
and financial services industry are frequently introduced in Congress, in the
state legislatures and before the various bank regulatory agencies. The
likelihood and timing of any such changes and the impact such changes might have
on the Corporation cannot be determined at this time.
ITEM 2. DESCRIPTION OF PROPERTY
The Corporation owns six branches and leases seven branches. The Corporation
also owns two properties adjacent to the Main Office in Peapack-Gladstone, and
leases an administrative and operations office building in Peapack-Gladstone.
ITEM 3. LEGAL PROCEEDINGS
There is no currently pending litigation against the Corporation which assert
claims, that if adversely decided, would have a material adverse effect on the
Corporation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
7
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock of Peapack-Gladstone Financial Corporation is traded on NASDAQ
as a "bulletin board item" under the symbol of PGFC. The following table sets
forth, for the periods indicated, the reported high and low sale prices on known
trades and cash dividends declared per share by the Corporation.
CASH DIVIDEND
HIGH LOW PER SHARE
---- --- -------------
1999
----
First Quarter $55.75 $53.88 $0.12
Second Quarter 53.88 52.50 0.12
Third Quarter 52.50 50.50 0.13
Fourth Quarter 50.00 45.00 0.13
1998
----
First Quarter $54.00 $46.25 $0.11
Second Quarter 60.00 54.00 0.11
Third Quarter 65.00 58.00 0.12
Fourth Quarter 56.75 54.75 0.12
Future dividends payable by the Corporation will be determined by the Board of
Directors after consideration of earnings and financial condition of the
Corporation, need for capital and such other matters as the Board of Directors
deems appropriate. The payment of dividends is subject to certain restrictions,
see Part I, Item I, "Description of Business - Restrictions on the Payment of
Dividends."
On December 31, 1999, the last reported sale price of the Common Stock was
$45.00. Also, on February 29, 2000, there were approximately 741 shareholders of
record. Trading activity in the Corporation stock has generally been limited,
and frequently there are no reported daily trades. Ryan, Beck & Co., Inc. of
Livingston, New Jersey is the principal market maker for the common stock.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The information set forth in the 1999 Annual Report under the heading
"Management's Discussion and Analysis" is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information set forth in the 1999 Annual Report under the heading
"Management's Discussion and Analysis" is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The information set forth in the 1999 Annual Report under the heading "Market
Risk Sensitive Instruments" is incorporated herein by reference.
8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements set forth in the 1999 Annual Report,
together with the report thereon by KPMG LLP and the Notes to the Consolidated
Financial Statements are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on accounting and
financial disclosure.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth in the 2000 Proxy Statement with respect to the name
of each nominee or director, his age, his positions and offices with the
Registrant, his service on the Registrant's Board, his business experience and
his family relationships with other directors, set forth under the caption
"Nominees for Election as Directors" is incorporated herein by reference.
The following is a list of the Corporation's executive officers and their
positions at December 31, 1999. The age of each executive officer at December
31, 1999 is disclosed in parentheses.
T. LEONARD HILL (88)
Chairman of the Board of the Corporation since 1997; Chairman of the Board
of the Bank since 1989; Director of the Bank since 1944.
FRANK A. KISSEL (49)
President and Chief Executive Officer since 1997; President and Chief
Executive Officer of the Bank since 1989; Senior Vice President of Somerset
Trust Company 1973-1988; Engaged in the banking industry since 1973.
ROBERT M. ROGERS (41)
Senior Vice President and Assistant Secretary since 1997; Senior Vice
President and Chief Operating Officer of the Bank since 1996; Senior Vice
President and Comptroller of the Bank from 1992; Engaged in the banking
industry since 1981.
ARTHUR F. BIRMINGHAM (48)
Senior Vice President and Treasurer since 1997; Senior Vice President and
Comptroller of the Bank since 1996; Senior Vice President and Chief
Financial Officer of Shrewsbury State Bank 1989-1996; Engaged in the
banking industry since 1979.
CRAIG C. SPENGEMAN (44)
Senior Vice President Since 1997; Senior Vice President and Senior Trust
Officer of the Bank since 1993; Trust Officer from 1985; Engaged in the
banking industry since 1977.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to executive compensation contained in the 2000 Proxy
Statement set forth under the caption "Executive Compensation" is incorporated
herein by reference.
9
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to beneficial ownership of persons known to the
Corporation to own beneficially more than five percent of the outstanding common
stock contained in the 2000 Proxy Statement set forth under the caption
"Beneficial Ownership of Common Stock" is incorporated herein by reference.
Information with respect to the security ownership of management contained in
the 2000 Proxy Statement is incorporated herein by reference.
The Corporation knows of no contractual arrangements which may at a subsequent
date result in a change in control of the Corporation.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to certain relationships and related transactions
contained in the 2000 Proxy Statement set forth under the caption "Certain
Relationships and Related Transactions" is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
(a) Financial Statements
The 1999 Annual Report attached hereto contains the financial statements
incorporated herein by reference.
All financial statement schedules are omitted because they are either
inapplicable or not required, or because the required information is
included in the Consolidated Financial Statements or notes thereto
contained in the 1999 Annual Report.
(c) Exhibits
(3) Articles of Incorporation and By-Laws:
A. Certificate of Incorporation dated August 14, 1997 incorporated by
reference to the Registrant's Form 10- K Annual Report for the year ended
December 31, 1997 is incorporated herein by reference.
B. By-Laws of the Registrant adopted as of August 14,1997 incorporated by
reference to the Registrant's Form 10-K Annual Report for the year ended
December 31, 1997 are incorporated herein by reference.
(10) Material Contracts:
A. "Change in Control Agreements" dated as of January 1, 1998 by and among
the Corporation, the Bank and Frank A. Kissel, Paul W. Bell, Robert M.
Rogers, Craig C. Spengeman, Arthur F. Birmingham and Barbara Greco
incorporated by reference to Registrant's Form 10-K Annual Report for the
year ended December 31, 1997 are incorporated herein by reference.
B. Peapack-Gladstone Financial Corporation 1998 Stock Option Plan and 1998
Stock Option Plan for Outside Directors incorporated by reference to
Registrant's Registration Statement on Form S-8 dated May 19, 1998 are
incorporated herein by reference.
C. "Change in Control Agreement" dated April 3, 1998 by and among the
Corporation, the Bank and Garrett P. Bromley.
(13) Annual Report to Shareholders
(21) List of Subsidiaries
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(23) Consents of Experts and Counsel:
Consent of KPMG LLP.
(27) Financial Data Schedule
- ------------------------------------------------
11
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Registrant)
BY /s/ T. LEONARD HILL
------------------------------------------
T. Leonard Hill, Chairman of the Board
DATED MARCH 9, 2000
------------------------------
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND
IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE DATE
/s/ T. LEONARD HILL March 9, 2000
- --------------------------------------
T. Leonard Hill,
Chairman of the Board
/s/ FRANK A. KISSEL March 9, 2000
- --------------------------------------
Frank A. Kissel,
President and CEO
/s/ ARTHUR F. BIRMINGHAM March 9, 2000
- --------------------------------------
Arthur F. Birmingham,
Senior Vice President and Treasurer
(Principal Financial and Accounting
Officer)
/s/ ANTHONY J. CONSI II March 9, 2000
- --------------------------------------
Anthony J. Consi II,
Director
/s/ PAMELA HILL March 9, 2000
- --------------------------------------
Pamela Hill,
Director
/s/ JOHN D. KISSEL March 9, 2000
- --------------------------------------
John D. Kissel,
Director
/s/ JAMES R. LAMB March 9, 2000
- --------------------------------------
James R. Lamb,
Director
/s/ GEORGE R. LAYTON March 9, 2000
- --------------------------------------
George R. Layton,
Director
/s/ EDWARD A. MERTON March 9, 2000
- --------------------------------------
Edward A. Merton,
Director
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/s/ F. DUFFIELD MEYERCORD March 9, 2000
- --------------------------------------
F. Duffield Meyercord,
Director
/s/ JOHN R. MULCAHY March 9, 2000
- --------------------------------------
John R. Mulcahy,
Director
/s/ PHILIP W. SMITH III March 9, 2000
- --------------------------------------
Philip W. Smith III,
Director
/s/ JACK D. STINE March 9, 2000
- --------------------------------------
Jack D. Stine,
Director
13