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, 2001 COMMISSION FILE NO. 000-23537
---------
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:
TITLE OF EACH CLASS
-------------------
COMMON STOCK, NO PAR VALUE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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, 2002, 3,329,062 shares of Common Stock were outstanding and
the aggregate market value of the shares held by unaffiliated stockholders was
approximately $129,001,152.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation's 2001 Annual Report (the "2001 Annual Report") and
Definitive Proxy Statement for the Corporation's 2002 Annual Meeting of
Shareholders (the "2002 Proxy Statement") are incorporated by reference into
Parts II and III.
FORM 10-K
PEAPACK-GLADSTONE FINANCIAL CORPORATION
FOR THE YEAR ENDED DECEMBER 31, 2001
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
Item 4A. Executive Officers of the Registrant...................................................................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.................................................................................9
Item 12. Security Ownership of Certain Beneficial Owners and Management.........................................9
Item 13. Certain Relationships and Related Transactions.........................................................9
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 sixteen full-service banking offices, and one mini-branch. The
Bank maintains eight (8) branches and one (1) auxiliary office in Somerset
County, three (3) 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 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 sixteen (16) locations. Via the Automatic
Teller Machine access card issued by the Bank, customers may pay for commodities
at Point-of-Sale merchant locations. Internet banking is available to customers
including an on-line bill payment option. The Corporation has no foreign
operations.
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 $766 million.
3
EMPLOYEES
As of December 31, 2001, the Corporation employed 180 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
Somerset, 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
sixteen (16) full-service banking locations and one (1) mini-branch location by
steadily opening new branches and its recent acquisition of Chatham Savings,
FSB, in 2000. All of the communities that the Bank serves are demographically
similar and contiguous to the main office.
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. 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.
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, 2001, the Corporation's Tier 1 Capital and
Total Capital ratios were 18.76% and 19.98%, 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, 2001 was 9.84%.
4
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 meets other 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.
During 2001 a FICO rate of approximately 4.59 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
5
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, Community Reinvestment Act ratings and
anti-money laundering policies 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 is permissible, for a bank holding company,
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 banks to establish subsidiaries to engage in certain activities
which a financial holding company could engage in, if the bank meets
certain management, capital and Community Reinvestment Act standards;
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 financial
holding companies that also engage in insurance and securities operations.
The FRB has adopted a regulation which allows bank holding companies to submit
certifications by February 15, 2000 to become financial holding companies on
March 13, 2000. The FRB also promulgated 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 Corporation has not elected to become a financial holding company
and the Bank has no financial subsidiaries.
The Modernization Act also modified other financial laws, including laws related
to financial privacy and community reinvestment.
As part of the USA Patriot Act, signed into law on October 26, 2001, Congress
adopted the International Money Laundering Abatement and Financial
Anti-Terrorism Act of 2001 (the "Act"). The Act authorizes the Secretary of the
Treasury, in consultation with the heads of other government agencies, to adopt
special measures applicable to financial institutions such as banks, bank
holding companies, broker-dealers and insurance companies. Among its other
provisions, the Act requires each financial institution: (i) to establish an
anti-money laundering program; (ii) to establish due diligence policies,
procedures and controls that are reasonably designed to detect and report
instances of money laundering in United States private banking accounts and
correspondent accounts maintained for non-United States persons or their
representatives; and (iii) to avoid establishing, maintaining, administering, or
managing correspondent accounts in the United States for, or on behalf of, a
foreign bank that does not have a physical presence in any country. In addition,
the Act expands the circumstances under which funds in a bank account may be
forfeited and requires covered financial institutions to respond under certain
circumstances to requests for information from federal banking agencies within
120 hours.
Treasury regulations implementing the due diligence requirements must be issued
no later than April 24, 2002. Whether or not regulations are adopted, the law
becomes effective July 23, 2002. Additional regulations are to be adopted during
2002 to implement minimum standards to verify customer identity, to encourage
cooperation among financial institutions, federal banking agencies, and law
enforcement authorities regarding possible money laundering or terrorist
activities, to prohibit the anonymous use of "concentration accounts," and to
require all covered financial institutions to have in place a Bank Secrecy Act
compliance program.
6
The Act also amends the Bank Holding Company Act and the Bank Merger Act to
require the federal banking agencies to consider the effectiveness of a
financial institution's anti-money laundering activities when reviewing an
application under these acts.
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 ten 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 or its
subsidiaries 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.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT WHO ARE NOT DIRECTORS
Executive
Name Age Officer Since Office
- ---------------------- ----------- ------------- ----------------------------------------------------
Arthur F. Birmingham 50 1996 Executive Vice President and Chief Financial Officer
Garrett P. Bromley 57 1997 Senior Vice President and Chief Credit Officer
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
------ ------ -------------
2001
----
First Quarter $42.27 $35.45 $0.14
Second Quarter 36.36 32.27 0.14
Third Quarter 38.60 33.68 0.15
Fourth Quarter 39.25 36.50 0.15
2000
----
First Quarter $38.95 $35.38 $0.13
Second Quarter 33.33 32.46 0.13
Third Quarter 33.55 33.33 0.14
Fourth Quarter 39.04 33.55 0.14
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, 2001, the last reported sale price of the Common Stock was
$36.82. Also, on February 28, 2002, there were approximately 763 shareholders of
record.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The information set forth in the 2001 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 2001 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 2001 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 2001 Annual Report,
together with the report thereon by KPMG LLP and the Notes to the Consolidated
Financial Statements, are incorporated herein by reference.
8
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 which will be set forth under the captions "Director
Information" and "Section 16(a) Beneficial Ownership Reporting Compliance" in
the 2001 Proxy Statement is incorporated herein by reference. Certain
information on Executive Officers of the registrant is included in Part I, Item
4A of this report, which is also incorporated herein by reference.
Effective March 31, 2001, Peapack-Gladstone established a retirement plan for
eligible non-employee directors of Peapack-Gladstone and/or its subsidiaries.
The plan provides 5 years of annual benefits to directors with 10 or more years
of service, which commence after a director has retired from the Board. The
annual benefit is equal to 25 percent of the director's final compensation,
except that the percentage will increase by 5 percent for each year of service
in excess of 10, but in all cases is limited to a maximum of 50 percent of final
compensation. No director was credited with more than 10 years of service when
the plan became effective, regardless of how long the person had served as
director as of the effective date. If a director with 10 years of service ceases
to be a director as a result of death or disability, or a director with 5 years
of service ceases to be a director following a change in control, the director
will be credited with a total of 15 years of service for plan purposes. In the
event that the director dies prior to receipt of all benefits, the payments
continue to the director's beneficiary or estate.
Effective March 31, 2001, Peapack-Gladstone established a nonqualified deferred
compensation plan for non-employee directors covering retainer fees and the
aggregate of all fees for service and attendance at Board and committee
meetings. Participation is optional. Interest is paid on the deferred fees equal
to that which would have been credited if such deferred fees were invested in
the Peapack-Gladstone Money Market Account which yields 2.00% as of March 18,
2002. The provisions of the deferred compensation plan are designed to comply
with certain rulings of the Internal Revenue Service under which the deferred
amounts are not taxed until received. Under the deferred compensation plan, the
directors who elect to defer their fees receive the fees either (i) in a lump
sum on the first day of the calendar quarter following termination of service as
director, or on the first day of a calendar quarter that is at least 5 years
following the date of the original deferral election, or (ii) in substantially
equal annual installments over a period of between 2 to 10 years, commencing in
January of the calendar year following the calendar year during which the
director ceases serving as director. In the event the director dies, within a
reasonable period of time following his or her death, the amount credited to the
director's deferred compensation account shall be paid in a lump sum to the
director's beneficiary or estate.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to executive compensation contained in the 2002 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 2002 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.
9
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules:
Those portions of the 2001 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 2001 Annual Report.
(10) Exhibits
(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.
D. Agreement and Plan of Merger dated August 26, 1999 between
Peapack-Gladstone and Chatham Savings, FSB is incorporated herein by
reference to Peapack-Gladstone's Report on Form 8-K filed with the
Commission on September 7, 1999.
(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%
10
(b) Subsidiaries of the Bank:
NAME
----
Peapack-Gladstone Investment
Company, Inc. New Jersey 100%
Peapack-Gladstone Financial
Services, Inc. (Inactive) New Jersey 100%
(c) Subsidiaries of Peapack-Gladstone Investment Company, Inc:
NAME
----
Peapack-Gladstone Mortgage
Group New Jersey 100%
(23) Consents of Experts and Counsel:
Consent of KPMG LLP
------------------------------------------------
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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 FRANK A. KISSEL
---------------------------------------
Frank A. Kissel, Chairman of the Board
DATED MARCH 14, 2002
-------------------------------------
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
--------- ----
T. LEONARD HILL March 14, 2002
- ------------------------------------------------------
T. Leonard Hill, Director
FRANK A. KISSEL March 14, 2002
- ------------------------------------------------------
Frank A. Kissel, Chairman of the Board
ARTHUR F. BIRMINGHAM March 14, 2002
- ------------------------------------------------------
Arthur F. Birmingham, Executive Vice President and CFO
(Principal Financial and Accounting Officer)
ANTHONY J. CONSI II March 14, 2002
- ------------------------------------------------------
Anthony J. Consi II, Director
PAMELA HILL March 14, 2002
- ------------------------------------------------------
Pamela Hill, Director
JOHN D. KISSEL March 14, 2002
- ------------------------------------------------------
John D. Kissel, Director
JAMES R. LAMB March 14, 2002
- ------------------------------------------------------
James R. Lamb, Director
GEORGE R. LAYTON March 14, 2002
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George R. Layton, Director
EDWARD A. MERTON March 14, 2002
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Edward A. Merton, Director
F. DUFFIELD MEYERCORD March 14, 2002
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F. Duffield Meyercord, Director
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JOHN R. MULCAHY March 14, 2002
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John R. Mulcahy, Director
ROBERT M. ROGERS March 14, 2002
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Robert M. Rogers, President and COO
PHILIP W. SMITH III March 14, 2002
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Philip W. Smith III, Director
CRAIG C. SPENGEMAN March 14, 2002
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Craig C. Spengeman, President, PGB Trust and Investments
JACK D. STINE March 14, 2002
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Jack D. Stine, Director
13