UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 7, 2000
PEAPACK-GLADSTONE FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
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New Jersey 000-2353 22-3537895
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation) Number)
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158 Route 206, Peapack-Gladstone, New Jersey 07934
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (908) 234-0700
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(Former name or former address, if changed since last report)
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Item 5. Acquisition or Disposition of Assets.
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On January 7, 2000, Peapack-Gladstone Financial Corporation completed
its previously announced acquisition of Chatham Savings, FSB by merging Chatham
Savings with and into Peapack-Gladstone Bank, Peapack's banking subsidiary,
pursuant to an Agreement and Plan of Merger dated as of August 26, 1999.
In the merger, Peapack exchanged 305,730 of its shares for all the
outstanding shares of Chatham Savings common stock. As of December 31, 1999,
Chatham Savings had total assets of approximately $80 million and Peapack had
total assets of approximately $419 million.
The transaction will be accounted for using the pooling-of-interests
method of accounting.
Item 7. Exhibits
Exhibit 99.1 - Press Release dated January 7, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registration has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
PEAPACK-GLADSTONE FINANCIAL CORPORATION
ARTHUR F. BIRMINGHAM
Dated: January 10, 2000 By: __________________________
Arthur F. Birmingham
Senior Vice President & Comptroller
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Index to Exhibits
Exhibit 99.1 - Press Release dated January 7, 2000.
Press Release Upon Merger
Gladstone, NJ, January 7, 2000 - Peapack-Gladstone Financial
Corporation (NASDAQ;PGFC) holding company of Peapack-Gladstone Bank, announced
today that it closed its acquisition of Chatham Savings, FSB.
Peapack-Gladstone Financial Corporation exchanged 305,730 of its shares
for all the outstanding shares of Chatham Savings. As of December 31, 1999,
Chatham Savings had approximately $80,000,000 in assets and Peapack-Gladstone
Bank had approximately $419,000,000 in assets. Frank A. Kissel, President and
CEO of Peapack-Gladstone Financial Corporation and Peapack-Gladstone Bank,
reported that both Chatham Savings offices, one of which is located on Main
Street in Chatham and the other on Shunpike Road in Chatham Township, would
become part of the Peapack-Gladstone Bank branch network. Prior to the merger,
Peapack-Gladstone Bank had eleven branches in Somerset, Hunterdon and Morris
Counties.
The transaction was accounted for using the pooling of interests
accounting treatment. "We are very excited about this combination", Kissel said.
"We believe that the Chatham markets give us a terrific opportunity to bring our
style of high service banking to many new customers and many new opportunities
for our Trust and Investment Department to continue its extraordinary growth.
Our Trust and Investment Department has almost $1 billion in assets under
management and operates at the Bank's Main Office at 190 Main Street in
Gladstone. We also anticipate having a full time Trust and Investment Officer
located at the Main Street Branch in Chatham."
"We bring strong capital, up to date technology and a determination to
do a great job for our customers", Kissel said. "Our work ethic will be a great
compliment to the energy in the Chatham area."
T. Leonard Hill, Chairman of Peapack-Gladstone Bank and
Peapack-Gladstone Financial Corporation reported that Anthony J. Consi, former
Chairman of Chatham Savings, FSB will be joining the Board of Directors of both
Peapack-Gladstone Financial Corporation and Peapack-Gladstone Bank. "We are
delighted to have Mr. Consi on the Board and welcome his help in building our
organization" said Mr. Hill.
This press release contains certain forward-looking statements regarding the
financial condition, results of operations and business of Peapack-Gladstone
Financial Corporation and Peapack-Gladstone Bank. These statements are not
historical fact and include expressions about Peapack-Gladstone's confidence,
new and existing programs and products, opportunities, and market conditions.
You may identify these statements by looking for forward looking terminology,
like "believe" or "anticipate," or expressions of confidence like
"extraordinary" or "terrific" or similar statements or variations of those
terms. These forward-looking statements involve certain risks and uncertainties.
Actual results may differ materially from the results the forward-looking
statements contemplate, because of, among others, the following possibilities:
competitive pressure in the banking and financial services industry increases
significantly; Peapack-Gladstone does not realize expected cost savings or
revenue enhancements from the merger as anticipated; deposit attrition, customer
loss or revenue loss is greater than expected; a downturn in the stock market
occurs; general economic conditions, either nationally, or in the state of New
Jersey, are less favorable than expected. Neither Peapack-Gladstone Financial
Corporation nor Peapack-Gladstone Bank assumes any obligation for updating its
forward-looking statements at any time.
