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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, 2000 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
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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 X .
---
As of February 28, 2001, 3,020,840 shares of Common Stock were outstanding and
the aggregate market value of the shares held by unaffiliated stockholders was
approximately $126,875,280.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation's 2000 Annual Report (the "2000 Annual Report") and
Definitive Proxy Statement for the Corporation's 2001 Annual Meeting of
Shareholders (the "2001 Proxy Statement") are incorporated by reference into
Parts II and III.
FORM 10-K
PEAPACK-GLADSTONE FINANCIAL CORPORATION
FOR THE YEAR ENDED DECEMBER 31, 2000
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....................................................8
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........................................................................10
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:
o Competitive pressure in the banking and financial services industry
increases significantly.
o Changes in the interest rate environment may reduce interest rate margins.
o General economic conditions, either nationally or in the state of New
Jersey, are less favorable 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") is a bank
holding company registered under the Bank Holding Company Act of 1956, as
amended ("Holding Company Act"). The Corporation was 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. 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. The Bank offers financial
services through fourteen full-service banking offices, and one mini-branch. The
Bank maintains seven (7) branches and one (1) auxiliary office in Somerset
County, two (2) in Hunterdon County and six (6) in Morris County. The Bank's
wholly-owned subsidiary, Peapack-Gladstone Investment Company, Inc., holds,
maintains and manages investment security portfolios for 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, 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 fourteen (14) locations.
Via the Automatic Teller Machine access card issued by the Bank, customers may
pay for commodities at Point-of-Sale merchant locations.
The Bank's Trust and Investment Department, PGB Trust and Investments, is an
important function of the Bank. Since its inception in 1972, trust assets (book
value) have increased to more than $709 million.
3
RECENT DEVELOPMENTS
On November 1, 2000, the Corporation's common stock became listed on the
American Stock Exchange under the symbol "PGC".
On January 7, 2000, the Corporation acquired Chatham Savings Bank, FSB
("Chatham"). At the date of acquisition, Chatham had total assets of $74.5
million and deposits of $63.9 million, with two branch offices. The transaction
was accounted for using the pooling of interests method of accounting and
resulted in the issuance of approximately 321,017 shares of the Corporation's
common stock. Each share of common stock of Chatham was exchanged for 2.293 of
the Corporation's common stock. The consolidated financial statements of
Peapack-Gladstone Financial Corporation have been restated to include Chatham
for all periods presented. All share and per share amounts have been restated to
reflect the 5% stock dividend issued in November 2000.
OTHER SUBSIDIARIES
In 1999, the Corporation established a directly owned subsidiary called
Peapack-Gladstone Mortgage Group, Inc. At December 31, 2000, this wholly owned
subsidiary had $128 million of mortgage loans and operates as a real estate
investment trust.
EMPLOYEES
As of December 31, 2000, the Corporation employed 167 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 includes
northern Somerset, northern Morris and Hunterdon Counties. The area is composed
of upper-income single family homes, moderate income properties, some low-income
housing and several large corporate campuses. There are numerous small retail
businesses in each of the towns as well as offices for various professionals,
i.e. attorneys, architects, interior decorators, physicians, 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 relocation of corporate offices further out of the cities into
western New Jersey has 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
fourteen (14) 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 banking industry is highly regulated. Statutory and regulatory controls
increase a bank holding company's cost of doing business and limit the options
of its management to deploy assets and maximize income. 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 is impossible to predict. The following discussion is
not intended to be a complete list of all the activities regulated by the
banking laws or of the impact of such laws and regulations on the Bank. It is
intended only to briefly summarize some material provisions.
CAPITAL REQUIREMENTS
The Federal Reserve Board has adopted risk-based capital guidelines for banks
and bank holding companies. The minimum guideline 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, 2000, the Corporation's Tier 1 Capital and
Total Capital ratios were 19.10% and 20.41%, 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, 2000 was 9.60%.
FDICIA
Pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), each federal banking agency has promulgated regulations, specifying
the levels at which a financial institution would be considered "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized," and "critically undercapitalized," and to take certain
mandatory and discretionary supervisory actions based on the capital level of
the institution. The regulations implementing these provisions of FDICIA provide
that 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.
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")
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.
5
During 2000 a FICO rate of approximately 5.05 basis points was charged on BIF
deposits.
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 that, 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 that would
reduce a holding company's capital below these minimum amounts.
HOLDING COMPANY SUPERVISION
The Corporation is a bank holding company within the meaning of the Holding
Company Act. As a bank holding company, the Corporation is supervised by the FRB
and is required to file reports with the FRB and provide such additional
information as the FRB may require.
The Holding Company Act prohibits the Corporation, with certain exceptions, from
acquiring direct or indirect ownership or control of more than five percent of
the voting shares of any company which is not a bank and from engaging in any
business other than that of banking, managing and controlling banks or
furnishing services to subsidiary banks, except that it may, upon application,
engage in, and may own shares of companies engaged in, certain businesses found
by the FRB to be so closely related to banking "as to be a proper incident
thereto." The Holding Company Act requires prior approval by the FRB of the
acquisition by the Corporation of more than five percent of the voting stock of
any additional bank. Satisfactory capital ratios and Community Reinvestment Act
ratings are generally prerequisites to obtaining federal regulatory approval to
make acquisitions. The policy of the FRB provides that a bank holding company is
expected to act as a source of financial strength to its subsidiary bank and to
commit resources to support the subsidiary bank in circumstances in which it
might not do so absent that policy. Acquisitions through the Bank require the
approval of the FDIC and the New Jersey Department of Banking and Insurance
("NJDOBI").
RECENT LEGISLATION
The Gramm-Leach-Bliley Financial Modernization Act of 1999 became effective in
early 2000. The Modernization Act:
o allows 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;
o allows insurers and other financial services companies to acquire banks;
removes various restrictions that currently apply to bank holding company
ownership of securities firms and mutual fund advisory companies; and
o establishes the overall regulatory structure applicable to bank holding
companies that also engage in insurance and securities operations.
6
On January 19, 2000, the FRB adopted an interim rule allowing bank holding
companies to submit certifications by February 15, 2000 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
and engage in merchant banking.
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 eight 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 the
American Stock Exchange under the symbol of PGC since November 1, 2000. 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
2000
First Quarter $42.85 $38.92 $0.13
Second Quarter 36.66 35.71 0.13
Third Quarter 36.90 36.66 0.14
Fourth Quarter 42.94 36.90 0.14
1999
First Quarter $53.10 $51.31 $0.12
Second Quarter 51.31 50.00 0.12
Third Quarter 50.00 48.10 0.13
Fourth Quarter 47.62 42.86 0.13
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, 2000, the last reported sale price of the Common Stock was
$44.25. Also, on February 28, 2001, there were approximately 760 shareholders of
record.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The information set forth in the 2000 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 2000 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 2000 Annual Report under the heading "Market
Risk Sensitive Instruments" is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements set forth in the 2000 Annual Report,
together with the report thereon by KPMG LLP and the Notes to the Consolidated
Financial Statements, are incorporated herein by reference.
8
The following independent auditors' report is the report made reference to by
KPMG LLP in their report dated March 23, 2001, which is incorporated herein by
reference together with the consolidated financial statements set forth in the
2000 Annual Report and the Notes to the Consolidated Financial Statements.
INDEPENDENT AUDITORS' REPORT
To The Board of Directors
Chatham Savings, FSB and Subsidiaries:
We have audited the consolidated statements of income and comprehensive income,
stockholders' equity, and cash flows of Chatham Savings, FSB (the "Savings
Bank") and Subsidiaries for the year ended, December 31, 1998. These
consolidated financial statements are the responsibility of the Savings Bank's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statements. We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and the cash flows
of Chatham Savings, FSB and Subsidiaries for the year then ended, in conformity
with generally accepted accounting principles.
Fontanella and Babitts, CPAs
February 24, 1999
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth in the 2001 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, 2000. The age of each executive officer at December
31, 2000 is disclosed in parentheses.
T. LEONARD HILL (89)
Chairman of the Board of the Corporation since 1997; Chairman of the Board of
the Bank since 1989; Director of the Bank since 1944.
9
FRANK A. KISSEL (50)
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 (42)
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 (49)
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 (45)
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 2001 Proxy
Statement set forth under the caption "Executive Compensation" is incorporated
herein by reference.
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 2001 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 2001 Proxy Statement set forth under the caption "Beneficial Ownership of
Common Stock" is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to certain relationships and related transactions
contained in the 2001 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
Those portions of the 2000 Annual Report attached hereto as Exhibit 13
contain 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 2000 Annual Report.
(10) Exhibits
10
(3) Articles of Incorporation and By-Laws:
A. Certificate of Incorporation dated August 14, 1997 is incorporated by
reference to the Registrant's Form 10- K Annual Report for the year ended
December 31, 1997.
B. By-Laws of the Registrant adopted as of August 14,1997 are incorporated
by reference to the Registrant's Form 10-K Annual Report for the year ended
December 31, 1997.
(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 are
incorporated by reference to Registrant's Form 10-K Annual Report for the
year ended December 31, 1997.
B. Peapack-Gladstone Financial Corporation 1998 Stock Option Plan and 1998
Stock Option Plan for Outside Directors are incorporated by reference to
Registrant's Registration Statement on Form S-8 dated May 19, 1998.
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:
(a) Subsidiaries of the Corporation:
PERCENTAGE OF VOTING
JURISDICTION SECURITIES OWNED BY THE
NAME OF INCORPORATION PARENT
Peapack-Gladstone Bank New Jersey 100%
(b) Subsidiaries of the Bank:
PERCENTAGE OF VOTING
JURISDICTION SECURITIES OWNED BY THE
NAME OF INCORPORATION PARENT
Peapack-Gladstone Investment Company, Inc. New Jersey 100%
Peapack-Gladstone Financial Services, Inc.
(Inactive) New Jersey 100%
Peapack-Gladstone Mortgage Group, Inc. New Jersey 100%
(23) Consents of Experts and Counsel:
Consent of KPMG LLP.
Consent of Fontanella and Babitts, CPAs.
- ----------------------------------------
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 T. LEONARD HILL
---------------------------------------
T. Leonard Hill, Chairman of the Board
DATED MARCH 8, 2001
-------------------------------------
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 8, 2001
- --------------------------------------------------------------
T. Leonard Hill, Chairman of the Board
/s/ FRANK A. KISSEL March 8, 2001
- --------------------------------------------------------------
Frank A. Kissel, President and CEO
/s/ ARTHUR F. BIRMINGHAM March 8, 2001
- --------------------------------------------------------------
Arthur F. Birmingham, Senior Vice President and Treasurer
(Principal Financial and Accounting Officer)
/s/ ANTHONY J. CONSI II March 8, 2001
- --------------------------------------------------------------
Anthony J. Consi II, Director
/s/ PAMELA HILL March 8, 2001
- --------------------------------------------------------------
Pamela Hill, Director
/s/ JOHN D. KISSEL March 8, 2001
- --------------------------------------------------------------
John D. Kissel, Director
/s/ JAMES R. LAMB March 8, 2001
- --------------------------------------------------------------
James R. Lamb, Director
/s/ GEORGE R. LAYTON March 8, 2001
- --------------------------------------------------------------
George R. Layton, Director
/s/ EDWARD A. MERTON March 8, 2001
- --------------------------------------------------------------
Edward A. Merton, Director
12
/s/ F. DUFFIELD MEYERCORD March 8,2001
- --------------------------------------------------------------
F. Duffield Meyercord, Director
/s/ JOHN R. MULCAHY March 8, 2001
- --------------------------------------------------------------
John R. Mulcahy, Director
/s/ PHILIP W. SMITH III March 8, 2001
- --------------------------------------------------------------
Philip W. Smith III, Director
/s/ JACK D. STINE March 8, 2001
- --------------------------------------------------------------
Jack D. Stine, Director
13