UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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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. 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
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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
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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 March 16, 2007 from KPMG LLP to the Securities
and Exchange Commission.