EXHIBIT 2
AMENDED AND RESTATED PLAN OF ACQUISITION
OF ALL THE OUTSTANDING STOCK
OF PEAPACK-GLADSTONE BANK
BY
PEAPACK-GLADSTONE FINANCIAL CORPORATION
This AMENDED AND RESTATED PLAN OF ACQUISITION (the "Plan") is entered as of
September 25, 1997, by PEAPACK-GLADSTONE BANK, a commercial bank organized under
the laws of the State of New Jersey, with its principal office at 190 Main
Street, Gladstone, New Jersey 07934 (the "Bank") and PEAPACK-GLADSTONE FINANCIAL
CORPORATION, a corporation organized under the laws of the State of New Jersey,
with its principal office at 158 Route 206 North, Gladstone, New Jersey 07934
(the "Holding Company").
WHEREAS, the Bank is desirous of forming a bank holding company because it
believes that a holding company will provide it with future flexibility in
undertaking the Bank's current activities and future new activities; and
WHEREAS, the Board of Directors of the Bank has determined that the
formation of a holding company is in the best interest of the Bank's
stockholders; and
WHEREAS, the Holding Company was formed under the New Jersey Business
Corporation Act on behalf of the Bank at the direction of the Board of Directors
of the Bank; and
WHEREAS, N.J.S.A. 17:9A-355 et seq. authorizes a New Jersey corporation and
a state-chartered bank to enter into a plan of acquisition to exchange shares in
the bank for shares in a holding company, submit the plan to the New Jersey
Department of Banking and Insurance for approval and implement the plan if it is
approved by the bank's
stockholders, subject to the right of the bank's stockholders to dissent and
receive the fair value of their shares; and
WHEREAS, the Board of Directors of each of the Bank and the Holding Company
has adopted this Plan pursuant to the provisions of N.J.S.A. 17:9A-357.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
PLAN OF ACQUISITION REQUIRED BY SECTION 17:9A-357.
1.1 Name and Address of Acquiring Corporation. The name and the address of
the acquiring corporation is: Peapack-Gladstone Financial Corporation, 158 Route
206 North, Gladstone, New Jersey 07934.
1.2 Name and Address of Participating Bank. The name and address of the
participating bank is: Peapack-Gladstone Bank, 190 Main Street, Gladstone, New
Jersey 07934.
1.3 Names and Addresses of Directors. The names and addresses of the
members of the Board of Directors of the Holding Company are:
Name Address
---- -------
Pamela Hill 158 Route 206 North
Gladstone, NJ 07934
T. Leonard Hill 158 Route 206 North
Gladstone, NJ 07934
Frank A. Kissel 158 Route 206 North
Gladstone, NJ 07934
John D. Kissel 158 Route 206 North
Gladstone, NJ 07934
James R. Lamb 158 Route 206 North
Gladstone, NJ 07934
Name Address
---- -------
George R. Layton 158 Route 206 North
Gladstone, NJ 07934
Edward A. Merton 158 Route 206 North
Gladstone, NJ 07934
F. Duffield Meyercord 158 Route 206 North
Gladstone, NJ 07934
John R. Mulcahy 158 Route 206 North
Gladstone, NJ 07934
Philip W. Smith III 158 Route 206 North
Gladstone, NJ 07934
Jack D. Stine 158 Route 206 North
Gladstone, NJ 07934
William Turnbull 158 Route 206 North
Gladstone, NJ 07934
1.4 Shares of Other Banks Owned by the Holding Company. The Holding Company
does not own any shares of capital stock of any other bank.
1.5 Terms and Conditions of Acquisition. The terms and conditions of the
acquisition are the terms set forth in Articles II, III, V and VI hereof.
1.6 Effective Time. The effective time shall be the time determined under
Article VII hereof.
1.7 Other Provisions. There are no other provisions of the Plan except as
set forth herein.
ARTICLE II
CAPITALIZATION
2.1 Capitalization of the Holding Company. The Holding Company is
authorized to issue 5,000,000 shares of capital stock without nominal or par
value
("Holding Company Stock"). The Holding Company shall not issue any shares of
Holding Company Stock prior to the Effective Time (as defined in Article VII
herein).
2.2 Capitalization of the Bank. The Bank is authorized to issue 5,000,000
shares of common stock, par value $3.33 per share ("Bank Stock"), of which
1,164,726 shares are presently issued and outstanding. As of the date of this
Plan, there were 56,933 shares of Bank Stock issuable upon the exercise of
outstanding options ("Stock Options") granted to officers, employees or
directors of the Bank. Other than the Stock Options, there are no securities of
the Bank issued and outstanding which are convertible into shares of Bank Stock.
ARTICLE III
TERMS OF ACQUISITION
3.1 Exchange Effective Immediately. At the Effective Time, the Holding
Company shall become the owner for all purposes of all outstanding shares of
Bank Stock (subject to the provisions of Article IV hereof relating to
dissenting stockholders), with full and exclusive power to vote the same, to
receive all dividends thereon and to exercise all other rights of record and
beneficial ownership thereof.
3.2 Bank Stock. At the Effective Time, each holder of one or more shares of
Bank Stock shall become the owner of one share of Holding Company Stock for each
share of Bank Stock then held by such stockholder, with full and exclusive power
to vote the same, to receive all dividends thereon and to exercise all of the
rights of a record and beneficial owner thereof; except that, the Holding
Company shall withhold the payment of dividends from such stockholder until such
stockholder effects the exchange of stock certificates for Holding Company
Stock, as described in Section 3.5 herein (such
stockholder shall receive such withheld dividends, without interest, upon
effecting the exchange of stock certificates). However, each dissenting
stockholder who complies with the requirements of N.J.S.A. 17:9A-360 et seq.
shall have only the rights accorded dissenting stockholders and such dissenting
stockholder's certificates shall not be deemed to represent shares of either
Holding Company Stock or Bank Stock. All shares of Bank Stock issued and
outstanding immediately prior to the Effective Time shall continue as issued and
outstanding shares immediately subsequent to the Effective Time, but the
ownership of all such shares shall vest at the Effective Time in the Holding
Company, in accordance with Section 3.1 hereof (subject to the rights of
dissenting stockholders as provided in Article IV hereof). The certificates that
evidenced shares of Bank Stock prior to the Effective Time shall, after the
Effective Time, evidence only: (a) in the case of certificates held by a
non-dissenting stockholder, ownership of a like number of shares of Holding
Company Stock as the number of shares of Bank Stock stated on the certificates;
and (b) in the case of certificates held by a dissenting stockholder, the right
to dissent from the Plan by complying with all of the requirements set forth in
N.J.S.A. 17:9A-360 et seq., and after the Effective Time no holder of any
certificate that evidenced shares of Bank Stock prior to the Effective Time
shall be entitled to vote any Bank Stock, to receive dividends thereon or to
exercise any other rights of a record or beneficial owner of Bank Stock.
3.3 Stock Options. At the Effective Time all outstanding Stock Options
shall automatically be converted to and be deemed options granted by the Holding
Company to acquire a like number of shares of Holding Company Stock, and by
approval of this Plan, the Board of Directors of the Holding Company is deemed
to have reserved
such number of shares of authorized Holding Company Stock for issuance upon
exercise of such options.
3.4 Meeting of the Bank's Stockholders. This Plan shall be submitted to the
stockholders of the Bank at a meeting called and held in accordance with
applicable provisions of law.
3.5 Exchange Procedures. At the Effective Time, the Bank shall issue
certificates for Bank Stock and deliver or cause to be delivered to the Holding
Company or its nominee a certificate or certificates evidencing all of the
outstanding shares of Bank Stock, and the Holding Company shall make
arrangements, as authorized by its Board of Directors, whereby non-dissenting
stockholders may exchange certificates held by them bearing the name of the Bank
(but evidencing shares of Holding Company Stock) for certificates bearing the
name of the Holding Company (and evidencing a like number of shares of Holding
Company Stock).
ARTICLE IV
DISSENTING STOCKHOLDERS
Any stockholder of the Bank who desires to dissent from the acquisition
shall have the right to dissent from the Plan by complying with all of the
requirements set forth in N.J.S.A. 17:9A-360 et seq., and, if the Plan is
consummated, shall be entitled to be paid the fair value of his shares in
accordance with those provisions.
ARTICLE V
CONDITIONS FOR CONSUMMATION OF THE PLAN AND
RIGHT OF THE BANK TO TERMINATE PLAN PRIOR TO CONSUMMATION
5.1 Conditions for Consummation. Consummation of the Plan is conditioned
upon the following:
(a) Approval of the Plan by the Commissioner of Banking and Insurance
of the State of New Jersey pursuant to N.J.S.A. 17:9A-358;
(b) Approval of the Plan by the holders of two-thirds (2/3) or more of
the Bank Stock;
(c) The Board of Governors of the Federal Reserve System not objecting
to the acquisition pursuant to Section 3(a)(C) of the Bank Holding Company
Act of 1956, as amended;
(d) The receipt by the Bank of an opinion of legal counsel,
satisfactory in form and substance to the Bank, with respect to the Federal
income tax consequences of this Plan and the transactions contemplated
herein;
(e) Receipt or obtaining by the Bank and the Holding Company of all
other consents, permissions and approvals required by law or agreement to
be received or obtained by the Bank or the Holding Company prior to
consummation of the acquisition provided for herein and the expiration of
all statutory waiting periods in respect thereof.
(f) The Board of Directors of the Bank not terminating the Plan prior
to the Effective Time as permitted by Section 5.2 herein.
5.2 Right of Bank to Terminate Plan Prior to the Effective Time. At any
time prior to the Effective Time, the Board of Directors of the Bank may
terminate the Plan if in the judgment of the Board of Directors the consummation
of the Plan is inadvisable for any reason. To terminate the Plan the Bank's
Board of Directors shall adopt a resolution terminating the Plan and promptly
give written notice that the Plan has been terminated to the stockholders of the
Bank. Upon the adoption of the Board resolution, the Plan shall be
of no further force or effect and the Bank and the Holding Company shall not be
liable to each other, to any stockholder of the Bank or to any other person by
reason of the Plan or the termination thereof. Without limiting the reasons for
which the Bank's Board may terminate the Plan, the Board may terminate the Plan
if:
(a) The number of stockholders dissenting from the Plan and demanding
payment of the fair value of their shares would in the judgment of the
Board render the Plan inadvisable; or
(b) The Bank or Holding Company fails to receive, or fails to receive
in form and substance satisfactory to the Bank or Holding Company, any
consents, permissions and approvals required by law or agreement to be
received or obtained by the Bank or the Holding Company prior to
consummation of the acquisition provided for herein.
ARTICLE VI
EXPENSES
The Bank shall bear all of the expenses incurred by the Bank and by the
Holding Company in connection with the Plan. Without limiting the foregoing, the
Bank shall bear and pay all attorneys, accountants, and printing fees and all
licensing fees incurred in connection with this Plan and the formation of the
Holding Company.
ARTICLE VII
EFFECTIVE TIME
The Plan shall become effective at such time selected by the mutual
agreement in writing of the parties hereto (the "Effective Time"). The Effective
Time shall be within a reasonable period after the conditions set forth in
Section 5.1 have been complied with and the Bank has received any consents,
permissions or approvals without which it might terminate the plan under Section
5.2. On or prior to the agreed upon Effective Time, the Plan shall be filed with
the New Jersey Department of Banking and Insurance together with a writing
specifying the Effective Time and a certification by the president or a
vice-president of the Bank that the Bank's stockholders have approved the Plan.
IN WITNESS WHEREOF, the Boards of Directors of Peapack-Gladstone Bank and
Peapack-Gladstone Financial Corporation have authorized the execution of this
Plan and caused this Plan to be executed as of the date first written above.
ATTEST: PEAPACK-GLADSTONE BANK
GARRET P. BROMLEY By: FRANK A. KISSEL
- -------------------------------------- --------------------------------
Garret P. Bromley, Assistant Secretary Frank A. Kissel, President
and Chief Executive Officer
[SEAL]
ATTEST: PEAPACK-GLADSTONE FINANCIAL
CORPORATION
ROBERT M. ROGERS By: FRANK A. KISSEL
- -------------------------------------- --------------------------------
Robert M. Rogers, Assistant Secretary Frank A. Kissel, President
and Chief Executive Officer
[CORPORATE SEAL]