-----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, Epi8YIDmUAXyyIO4pKFro62PeKJednWxGTFaJC/dkc3KsLKTafK0xkTHDFD9ng1W MmYALmCmo+gV4G0O1zN5jQ== 0000914317-07-000708.txt : 20070316 0000914317-07-000708.hdr.sgml : 20070316 20070316130328 ACCESSION NUMBER: 0000914317-07-000708 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070315 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070316 DATE AS OF CHANGE: 20070316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEAPACK GLADSTONE FINANCIAL CORP CENTRAL INDEX KEY: 0001050743 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] 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: 07699026 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-82778_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) March 15, 2007 ---------------------------- 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 8.01 Other Events. Attached and being furnished as Exhibit 99.1 is a copy of a press release of Peapack-Gladstone Financial Corporation dated March 15, 2007. Exhibit 99.1 is incorporated by reference under this Item 8.01. Item 9.01 Financial Statements and Exhibits (d) 99.1 Press Release of Peapack-Gladstone Financial Corporation, dated March 15, 2007 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: March 15, 2007 By: /s/ Arthur F. Birmingham ------------------------------ Name: Arthur F. Birmingham Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Title - ----------- ----- 99.1 Press Release of Peapack-Gladstone Financial Corporation, dated March 15, 2007 EX-99.1 2 ex99-1.txt Exhibit 99.1 Contact: Frank Kissel Chairman & CEO 908-234-0700 PEAPACK-GLADSTONE FINANCIAL CORPORATION BOARD OF DIRECTORS AFFIRMS POLICY Gladstone, New Jersey - Thursday, March 15, 2007 - Peapack-Gladstone Financial Corporation (AMEX: PGC) announced that our Board of Directors, by a unanimous vote this morning, affirmed its conviction that we remain an independent community bank, and that we move forward on our long-term plan for improved earnings and increased shareholder value. Our Board took this action and issued this press release after James Weichert, the holder of 9.7% of the Company's shares, sent a letter to each member of the Board demanding that the Company seek a buyer. In addition, Mr. Weichert filed a Schedule 13D with the Securities and Exchange Commission, dated as of today, in which he summarized the contents of his letter. Mr. Weichert has over recent months been in communication with our Board, both directly and indirectly, in an effort to encourage the Company to sell itself. As a result of this, the Board devoted its February 15, 2007 meeting to addressing Mr. Weichert's concerns. At this meeting, after lengthy discussion, the Board expressed a clear consensus that, as opposed to a sale at what it felt is the lower end of an earnings cycle, the Company would instead achieve greater shareholder value by moving forward on the Company's long-term strategic plan, and remaining an independent bank serving its local communities. Subsequent to the February 15, 2007 meeting, Mr. Weichert sent the above-mentioned letter and filed the Schedule 13D with the Securities and Exchange Commission. As a result, our Board again addressed the issue at its regularly scheduled meeting this morning, and voted 10-0 to affirm its February 15, 2007 consensus, and remain independent. Anthony J. Consi, Senior Vice President of Finance and Operations, Weichert Realtors, was the only director who did not participate in today's meeting. Of the 10 directors that did participate, 3 are inside directors and 7 are outside directors. The Current Conditions and Our Long-Term Plan The Company, like other community banks, has suffered from a prolonged inverted yield curve, which has materially lowered our profitability. In addition, our balance sheet has historically been, and still is, dominated by residential mortgages, which carry modest yields. The yield curve we cannot control, but history tells us this will not last. Our long-term plan, which has already been put into place and is already taking effect, calls for a substantial shift in our asset mix, away from residential mortgages and towards higher yielding commercial loans and commercial mortgages. On what we feel are appropriate assumptions, we believe this material shift in our asset mix will deliver substantially superior earnings performance over the coming years. Why this is Not the Time to Sell The Board of Directors feels that the Bank is now at the lower end of an earnings cycle, and that earnings will improve substantially over the coming years, driven by the shift in our asset mix towards commercial lending. The Board of Directors also feels that the earnings environment for community banks in general, including our Bank, is unusually challenging at the current time. As a result, the Board of Directors is convinced that selling today, given our currently depressed earnings, is not in the shareholders best interests. Rather, the Board is convinced that working through this difficult earnings environment, and implementing the shift in our asset mix, will maximize shareholder value. Frank A. Kissel, Chairman and CEO of the Company, stated: "Our Board, which includes 7 outside directors, voted 10-0 today that the long-term plan now in effect will deliver superior shareholder value to that obtainable by way of a sale at what we feel is the downside of our earnings cycle. The long-term plan provides for a substantial shift in our asset mix, with an increased share to commercial lending, which I believe will drive superior earnings growth over the coming years. I am pleased that Peapack-Gladstone Bank will be in a position to serve its local communities for years to come." Mr. Kissel also stated: "I have a tremendous amount of respect for Mr. Weichert, who has built Weichert Realtors into the major company it is today. I also share his frustration in our current earnings. However, I feel that selling our Company today would leave substantial shareholder value on the table." *** 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 performance, 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. Important factors that should be reviewed and carefully considered are included in the company's 10-K, 10-Qs, and other reports filed with the SEC. We assume no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or other changes affecting such forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----