-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B8pvX4bcqUy9sKDVfd3lBZ4iVDYlzaY/3Ufn9/nYV3RVkeTPUue/HuZ1Ec1MePSD ZvqqXXEGpfYxwkqeh0LFhg== 0000914317-06-003041.txt : 20061114 0000914317-06-003041.hdr.sgml : 20061114 20061114162409 ACCESSION NUMBER: 0000914317-06-003041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061110 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061114 DATE AS OF CHANGE: 20061114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEAPACK GLADSTONE FINANCIAL CORP CENTRAL INDEX KEY: 0001050743 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 223537895 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16197 FILM NUMBER: 061215520 BUSINESS ADDRESS: STREET 1: 158 ROUTE 206 NORTH CITY: GLADSTONE STATE: NJ ZIP: 07934 BUSINESS PHONE: 9082340700 MAIL ADDRESS: STREET 1: 158 ROUTE 206 NORTH CITY: GLADSTONE STATE: NJ ZIP: 07934 8-K 1 form8k-79986_pgc.txt 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 Date of report (Date of earliest event reported) November 10, 2006 ----------------------------- PEAPACK-GLADSTONE FINANCIAL CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) New Jersey 001-16197 22-3537895 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 158 Route 206, Peapack-Gladstone, New Jersey 07934 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (908) 234-0700 -------------------------- 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 (see General Instruction A.2. below): |_| 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)) Item 4.01 Changes in Registrant's Certifying Accountant. On November 10, 2006, the Audit Committee of the Board of Directors of Peapack-Gladstone Financial Corporation (the "Corporation") dismissed KPMG LLP ("KPMG") as the principal accountants for the Corporation upon completion of the audit of the Corporation's consolidated financial statements as of and for the year ended December 31, 2006, and the issuance of their reports thereon. Concurrently, the Audit Committee appointed Crowe Chizek and Company LLC ("Crowe Chizek") as the principal accountants for the Corporation for the year ending December 31, 2007, subject to the execution of a definitive engagement letter. The audit reports of KPMG on the consolidated financial statements of the Corporation and subsidiary as of and for the years ended December 31, 2005 and 2004 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. The audit reports of KPMG on management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2005 and 2004 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the two fiscal years ended December 31, 2005, and the subsequent interim period through November 10, 2006, there were no (1) disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to KPMG's satisfaction would have caused KPMG to make reference in connection with their opinion to the subject matter of the disagreements in its audit reports on the consolidated financial statements of the Corporation or (2) "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K. During the fiscal years ended December 31, 2005 and 2004, and from December 31, 2005 to the date of filing of this Form 8-K, the Corporation has not consulted with Crowe Chizek regarding either (a) the application of accounting principles to any completed or contemplated transaction, or the type of audit opinion that might be rendered on the Corporation's consolidated financial statements; or (b) any of the other matters specified in Item 304(a)(1)(iv) of Regulation S-K. The Corporation has requested and received from KPMG a letter, dated November 13, 2006, addressed to the Securities and Exchange Commission (the "Commission") stating whether or not KPMG agrees with the above statements. A copy of the KPMG letter is attached as Exhibit 16.1 to this Report. The Corporation has provided a copy of the disclosures in this report to Crowe Chizek and offered it the opportunity to furnish a letter to the Commission contemplated by Item 304(a)(2)(ii)(D) of Regulation S-K. Crowe Chizek has advised that it does not intend to furnish such a letter to the Commission. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description ----------- ----------- 16.1 Letter, dated November 13, 2006 from KPMG LLP to the Securities and Exchange Commission. 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 hereunto duly authorized. PEAPACK-GLADSTONE FINANCIAL CORPORATION Dated: November 14, 2006 By: /s/ Arthur F. Birmingham ------------------------------------------ Name: Arthur F. Birmingham Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Title - ----------- ----- 16.1 Letter, dated November 13, 2006 from KPMG LLP to the Securities and Exchange Commission. EX-16.1 2 ex16-1.txt Exhibit 16.1 [LETTERHEAD OF KPMG LLP] November 13, 2006 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We are currently principal accountants for Peapack-Gladstone Financial Corporation and, under the date of February 28, 2006, we reported on the consolidated financial statements of Peapack-Gladstone Financial Corporation and subsidiary as of and for the years ended December 31, 2005 and 2004, management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2005, and the effectiveness of internal control over financial reporting as of December 31, 2005. On November 10, 2006, we were notified that Peapack-Gladstone Financial Corporation engaged Crowe Chizek and Company LLC as its principal accountants for the year ending December 31, 2007, subject to the execution of a definitive engagement letter, and that the auditor-client relationship with KPMG LLP will cease upon completion of the audit of Peapack-Gladstone Financial Corporation's consolidated financial statements as of and for the year ended December 31, 2006, and the issuance of our report thereon. We have read Peapack-Gladstone Financial Corporation's statements included under Item 4.01 of its Form 8-K dated November 10, 2006, and we agree with such statements, except that we are not in a position to agree or disagree with Peapack-Gladstone Financial Corporation's statement that the change was approved by the audit committee of the board of directors, and we are not in a position to agree or disagree with Peapack-Gladstone Financial Corporation's statements that Crowe Chizek and Company LLC was not consulted with regarding either (a) the application of accounting principles to any completed or contemplated transaction, or the type of audit opinion that might be rendered on Peapack-Gladstone Financial Corporation's consolidated financial statements; or (b) any of the other matters specified in Item 304(a)(1)(iv) of Regulation S-K. Very truly yours, /s/ KPMG LLP -----END PRIVACY-ENHANCED MESSAGE-----