8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)of the
Securities Exchange Act of 1934

January 19, 2005
Date of Report (Date of earliest event reported)

PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Exact name of Registrant as Specified in its Charter)

New Jersey
(State or Other Jurisdiction of Incorporation)

001-16197
(Commission File Number) 22-3537895
(IRS Employer Identification No.)

158 Route 206, Peapack-Gladstone, New Jersey 07934
(Address of principal executive offices)

(908) 234-0700
(Registrant’s telephone number, including area code)

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

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨   Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Material Impairment, Financial Statements and Exhibits

Item 2.06 Material Impairments.

On January 14, 2005, Peapack-Gladstone Financial Corporation concluded that an other-than-temporary impairment charge related to Fannie Mae and Freddie Mac preferred stock held in its available-for-sale investment portfolio would be recorded in the fourth quarter of 2004.

The other-than-temporary impairment totals $560,000 on a pre-tax basis and $336,000 on an after-tax basis, or $0.04 per diluted share. The recording of this impairment will not require any future cash expenditures.

For additional information, reference is made to the press release, dated January 19, 2005, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(C)     Exhibits:

The following exhibit is filed herewith:

         99.1 Press release of Peapack-Gladstone Financial Corporation, dated January 19, 2005.

SIGNATURE

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

Dated: January 19, 2005


PEAPACK-GLADSTONE FINANCIAL CORPORATION

By: /s/ Arthur F. Birmingham
        Arthur F. Birmingham
        Executive Vice President and Chief
        Financial Officer

EX-99.1

Peapack-Gladstone Financial Corporation
To Record Other-Than-Temporary Impairment in
Fourth Quarter of 2004 Related to FNMA and FHLMC
Preferred Stock

GLADSTONE, N.J. – (Business Wire) – January 19, 2005 – Peapack-Gladstone Financial Corporation (“Peapack”) (AMEX:PGC) announced today that it intends to record an other-than-temporary non-cash impairment charge of $560,000 on a pre-tax basis and $336,000 on an after-tax basis, or $0.04 per diluted share, in the fourth quarter of 2004 related to one issue of Fannie Mae (“FNMA”) and one issue of Freddie Mac (“FHLMC”) adjustable rate investment grade preferred stock. Each issue has a book value of $1,000,000 at December 31, 2004 as part of its available-for-sale investment securities portfolio. Management had been closely monitoring the market valuations of these stocks and recent adverse financial events regarding these agencies, and has concluded that both issues are other-than-temporarily impaired under guidance provided by the Financial Accounting Standards Board (FASB).

        Peapack has historically classified these securities as available-for-sale. In accordance with Generally Accepted Accounting Principles (GAAP), unrealized losses have been recorded as a reduction of shareholders’ equity through charges to accumulated other comprehensive income/(loss). Therefore, the impairment charge had no significant impact on total capital as previously reported.

        Peapack-Gladstone Financial Corporation is a bank holding company with total assets of $1.05 billion as of November 30, 2004. Peapack-Gladstone Bank, its wholly owned community bank was established in 1921, and has 19 branches in Somerset,

Hunterdon and Morris Counties. Its Trust Division, PGB Trust and Investments, operates at the Bank’s main office located at 190 Main Street in Gladstone and at its Morristown office located at 233 South Street. To learn more about Peapack-Gladstone Financial Corporation and its services please visit our web site at www.pgbank.com or call 908-234-0700.

        The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s view of future interest income and net loans, management’s confidence and strategies and management’s expectations about new and existing programs and products, relationships, opportunities and market conditions. These statements may be identified by such forward-looking terminology as “expect”, “look”, “believe”, “anticipate”, “may”, or similar statements or variations of such terms. Actual results may differ materially from such forward-looking statements. Factors that may cause results to differ materially from such forward-looking statements include, but are not limited to, an unexpected decline in the direction of the economy in New Jersey, an unexpected decline or no increase in interest rates, unexpected loan prepayment volume, a decline in levels of loan quality and origination volume and a decline in the volume of increase in trust assets or deposits. Peapack-Gladstone assumes no obligation for updating any such forward-looking statements at any time.

Contact:

Arthur F. Birmingham, Chief Financial Officer
Peapack-Gladstone Financial Corporation
T: 908-719-4308