UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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PEAPACK-GLADSTONE FINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
New Jersey 001-16197 22-3537895
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
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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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
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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
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Name: Arthur F. Birmingham
Title: Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Title
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16.1 Letter, dated November 13, 2006 from KPMG LLP to the
Securities and Exchange Commission.