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): August 26, 1999
PEAPACK-GLADSTONE FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
New Jersey 000-2353 22-3537895
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation) Number)
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)
ITEM 5. OTHER EVENTS
Peapack-Gladstone Financial Corporation ("Peapack") announced on August
26, 1999 the signing of a definitive agreement (the "Agreement") to acquire all
of the outstanding shares of Chatham Savings, FSB ("Chatham") in a stock for
stock exchange which is intended to be a tax-free exchange (the "Merger"). A
copy of the Press Release is attached as Exhibit 99.2 to this Form 8-K.
Under the terms of the Agreement, each outstanding share of Chatham
common stock will be exchanged for 2.0798 shares of Peapack common stock As a
result, a total of 291,172 shares of Peapack common stock will be exchanged for
Chatham common stock.
The Agreement, which has been approved by the Boards of Directors of
each of Peapack and Chatham and by the sole shareholder of Chatham, is subject
to approval by the Federal Reserve Board and the New Jersey Department of
Banking and Insurance. Peapack anticipates that the Merger will close later this
year or early in 2000.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibit No. Title
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99.1 Agreement and Plan of Merger, dated as of August
26, 1999, by and among Peapack, Peapack-Gladstone
Bank, Chatham and James M. Weichert.
99.2 Press Release dated August 26, 1999.
Forward Looking Statements
This Form 8-K contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 which involve risks and
uncertainties. Such statements are not historical facts and include expressions
about management's confidence and strategies and management's expectations about
new and existing programs and products, relationships, opportunities, technology
and market conditions. You can identify forward looking statements by looking
for words such as "expect", "look", "believe", "anticipate", "may", "will", or
similar statements or variations of such 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 factors: the inability to realize anticipated merger cost
savings and revenue enhancements, the level of merger related expenses are
larger than expected, the direction of interest rates is different than
anticipated, declines in the levels of loan quality and origination volume,
relationships with major customers including sources for loans, a decline in
trust business, unsuccessful completion of the implementation of Year 2000
technology changes, as well as the adverse effects of economic conditions and
legal and regulatory barriers and structure.
SIGNATURES
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
FRANK A. KISSEL
By:------------------------------------
Frank A. Kissel, President
Date: September 7, 1999
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Agreement and Plan of Merger, dated as of August 26, 1999,
by and among Peapack-Gladstone Financial Corporation,
Peapack-Gladstone Bank, Chatham Savings, FSB and James M.
Weichert.
99.2 Press Release dated August 26, 1999.