-----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, Tl7IeoQo59HdvFJkm+tBmPmom8n3Ft/UBMGlC/gQfGv47pz6OObKpB3MsLN9uxuf 4TJ6wmRChhH0HLBihF3WlA== 0000914317-07-000831.txt : 20070322 0000914317-07-000831.hdr.sgml : 20070322 20070322141935 ACCESSION NUMBER: 0000914317-07-000831 CONFORMED SUBMISSION TYPE: 8-K/A 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: 20070322 DATE AS OF CHANGE: 20070322 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16197 FILM NUMBER: 07711479 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/A 1 form8k-83025_pgc.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM 8-K/A 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. The dismissal of KPMG as the principal accountants for the Corporation became effective on March 16, 2007. The audit reports of KPMG on the consolidated financial statements of the Corporation and subsidiary as of and for the years ended December 31, 2006 and 2005 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that KPMG's report on the consolidated financial statements of the Corporation and subsidiary as of and for the years ended December 31, 2006 and 2005, contained a separate paragraph stating that "as discussed in Note 14 to the consolidated financial statements, effective January 1, 2006, the Corporation adopted SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements." 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, 2006 and 2005 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the two fiscal years ended December 31, 2006, and the subsequent interim period through March 16, 2007, 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, 2006 and 2005, and from December 31, 2006 to the date of filing of this Form 8-K/A, 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 March 16, 2007, 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 March 16, 2007 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: March 22, 2007 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 March 16, 2007 from KPMG LLP to the Securities and Exchange Commission. EX-16.1 2 ex16-1.txt Exhibit 16.1 March 16, 2007 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 27, 2007, we reported on the consolidated financial statements of Peapack-Gladstone Financial Corporation and subsidiary as of and for the years ended December 31, 2006 and 2005, management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2006, and the effectiveness of internal control over financial reporting as of December 31, 2006. On November 10, 2006, we were notified that Peapack-Gladstone Financial Corporation engaged Crowe Chizek and Company LLC as its principal accountant 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, management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2006, and the effectiveness of internal control over financial reporting as of December 31, 2006, and the issuance of our reports thereon. On March 16, 2007, we completed our audit and the auditor-client relationship ceased. We have read Peapack-Gladstone Financial Corporation's statements included under Item 4.01 of its Form 8-K/A dated March 16, 2007, 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 any of Peapack-Gladstone Financial Corporation's statements concerning Crowe Chizek contained in the first, fourth, and last paragraphs of Item 4.01. Very truly yours, /s/ KPMG LLP -----END PRIVACY-ENHANCED MESSAGE-----