PEAPACK-GLADSTONE
FINANCIAL CORPORATION
158
ROUTE 206 NORTH
GLADSTONE,
NEW JERSEY 07934
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
TO
BE HELD ON TUESDAY, JANUARY 6, 2009
TO OUR
SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that a
Special Meeting of Shareholders of Peapack-Gladstone Financial Corporation, a
New Jersey corporation, will be held at the Pluckemin Branch of
Peapack-Gladstone Bank, 468 Route 202/206 North, Kings Plaza, Bedminster, New
Jersey 07921 at 4:00 P.M. local time on Tuesday, January 6, 2009, for the
purpose of considering and voting upon the following matters:
1. To
consider and vote upon the proposal to amend Peapack-Gladstone Financial
Corporation’s certificate of incorporation to authorize the issuance of up to
500,000 shares of preferred stock; and
2. To
grant management the authority to adjourn, postpone or continue the Special
Meeting; and
3. To
transact such other business as may properly be presented at the meeting or any
adjournment or postponement of the meeting.
Only
shareholders of record at the close of business on November 28, 2008, are
entitled to receive notice of, and to vote at, the meeting.
You are
urged to read carefully the attached proxy statement relating to the
meeting.
Shareholders
are cordially invited to attend the meeting in person. Whether or not
you expect to attend the meeting, we urge you to date and sign the enclosed
proxy form and return it in the enclosed envelope as promptly as
possible. You may revoke your proxy by filing a later-dated proxy or
a written revocation of the proxy with the Corporate Secretary of
Peapack-Gladstone prior to the meeting. If you attend the meeting,
you may revoke your proxy by filing a later-dated proxy or written revocation of
the proxy with the Corporate Secretary of the meeting prior to the voting of
such proxy.
BY ORDER
OF THE BOARD OF DIRECTORS,
ANTOINETTE
ROSELL,
CORPORATE
SECRETARY
Gladstone,
New Jersey
December
5, 2008
YOUR VOTE
IS IMPORTANT. PLEASE SIGN AND RETURN THE
ENCLOSED
PROXY IN THE ENVELOPE PROVIDED.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE
SHAREHOLDER MEETING TO BE HELD ON JANUARY 6, 2009
This
Proxy Statement is available at
http://phx.corporate-ir.net/phoenix.zhtml@c=100168&p=irol-proxy
PEAPACK-GLADSTONE
FINANCIAL CORPORATION
158
ROUTE 206 NORTH
GLADSTONE,
NEW JERSEY 07934
PROXY
STATEMENT
DATED
DECEMBER 5, 2008
GENERAL
PROXY STATEMENT INFORMATION
This
proxy statement is furnished to the shareholders of Peapack-Gladstone Financial
Corporation (“Peapack-Gladstone”) in connection with the solicitation by the
Board of Directors of Peapack-Gladstone of proxies for use at a Special Meeting
of Shareholders to be held at the Pluckemin Branch of Peapack-Gladstone Bank,
468 Route 202/206 North, Kings Plaza, Bedminster, New Jersey 07921 on Tuesday,
January 6, 2009 at 4:00 p.m. local time. This proxy statement is
first being mailed to shareholders on approximately December 5,
2008.
Outstanding
Securities and Voting Rights
The
record date for determining shareholders entitled to notice of, and to vote at,
the meeting is November 28, 2008. Only shareholders of record as of
the record date will be entitled to notice of, and to vote at, the
meeting.
On the
record date 8,288,634 shares of Peapack-Gladstone’s common stock, no par value,
were outstanding and eligible to be voted at the meeting. Each share of
Peapack-Gladstone’s common stock is entitled to one vote.
Required
Vote
The
amendment of our certificate of incorporation requires the affirmative vote of a
majority of Peapack-Gladstone’s common stock voted at the meeting, whether voted
in person or by proxy. At the meeting, inspectors of election will
tabulate both ballots cast by shareholders present and voting in person, and
votes cast by proxy. Under applicable New Jersey law and
Peapack-Gladstone’s certificate of incorporation and by-laws, abstentions and
broker non-votes are counted for purpose of establishing a quorum but otherwise
do not count.
All
shares represented by valid proxies received pursuant to this solicitation will
be voted FOR the amendment of our certificate of incorporation and FOR giving
authority to management to adjourn, postpone or continue the Special Meeting
unless the shareholder revokes the proxy prior to the time it is
exercised. Should any other matter properly come before the
meeting, the persons named as proxies will vote upon such matters according to
their discretion.
Revocability
of Proxy
Any
shareholder giving a proxy has the right to attend and to vote at the meeting in
person. A proxy may be revoked prior to the meeting by filing a
later-dated proxy or a written revocation if it is sent to the Secretary of
Peapack-Gladstone, Antoinette Rosell, at 158 Route 206 North, Gladstone, New
Jersey 07934, and is received by Peapack-Gladstone in advance of the
meeting. A proxy may be revoked at the meeting by filing a
later-dated proxy or a written revocation with the Secretary of the meeting
prior to the voting of such proxy.
Solicitation
of Proxies
This
proxy solicitation is being made by the Board of Peapack-Gladstone and its agent
Laurel Hill Advisory Group, LLC, and the costs of the solicitation will be borne
by Peapack-Gladstone. In addition to the use of the mails, proxies
may be solicited personally or by telephone, e-mail or facsimile transmission by
directors, officers and employees of Peapack-Gladstone and its subsidiaries or
Laurel Hill who, with the exception of Laurel Hill, will not be specially
compensated for such solicitation activities. The amount
Peapack-Gladstone will pay Laurel Hill for its proxy solicitation services
is $6,500, plus certain out-of-pocket costs. Peapack-Gladstone will
also make arrangements with brokers, dealers, nominees, custodians and
fiduciaries to forward proxy soliciting materials to the beneficial
owners of shares held of record by such persons, and Peapack-Gladstone may
reimburse them for their reasonable expenses incurred in forwarding the
materials.
QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING
Q.
|
Why
is Peapack-Gladstone holding a Special
Meeting?
|
A.
|
On
October 14, 2008, the U.S. Government announced a series of initiatives
intended to strengthen market stability, improve the strength of financial
institutions, and enhance market liquidity. According to federal banking
regulators, these programs are intended to provide fresh capital and
liquidity to, among other things, foster new lending. As part of this
overall initiative, the U.S. Department of Treasury announced a voluntary
Capital Purchase Program to encourage U.S. financial institutions to
build capital to increase the flow of financing to U.S. businesses
and consumers and support the U.S. economy. Under Treasury’s Capital
Purchase Program, eligible financial institutions, such as
Peapack-Gladstone, may sell preferred stock to the U.S. Treasury
in amounts equal to one percent to three percent of the institution’s
risk-weighted assets. The preferred stock will constitute Tier 1
capital for the eligible institution. Management believes it is advisable
to take advantage of the opportunities offered by the Treasury Capital
Purchase Program. On November 4, 2008, Peapack-Gladstone applied for
approval to sell senior preferred stock and warrants to the Treasury
Department in the Capital Purchase Program. On November 17, 2008, the
Treasury approved the Peapack-Gladstone application for $28,685,000.
Because Peapack-Gladstone does not presently have preferred stock
authorized in its charter, it is necessary for Peapack-Gladstone to amend
its certificate of incorporation to add the authorization for
preferred stock. For additional information, see: “Proposal
No. 1—Amendment to Certificate of Incorporation to Authorize 500,000
Shares of Preferred Stock.” The Treasury approval required that we close
within 30 days of its approval.
|
Because
of the periods needed to allow the Securities and Exchange Commission to review
and comment on this proxy statement and thereafter to hold a shareholders
meeting, it will take us longer than 30 days to be able to
close. Although we believe the Treasury will allow us additional time
to close, there can be no assurance that it will.
|
A.
|
You
are voting to approve an amendment to our certificate of incorporation
authorizing the issuance of up to 500,000 shares of preferred
stock.
|
Q.
|
How
does the Board of Directors recommend that I vote my
shares?
|
|
A.
|
The
Board of Directors recommends that you vote your shares “FOR”
ratification of the amendment to Peapack-Gladstone’s certificate of
incorporation authorizing the issuance of up to 500,000 shares of
preferred stock.
|
Q.
|
Who
is entitled to vote?
|
A.
|
Shareholders
of record as of the close of business on the Record
Date.
|
Q.
|
How
many votes do I have?
|
A.
|
Each
share of common stock held by you as of the Record Date entitles you to
one vote.
|
A.
|
You
may vote by completing and returning the enclosed proxy card or by voting
in person at the meeting.
|
Voting by Proxy. You may
vote by completing and returning the enclosed proxy card. Your proxy will be
voted in accordance with your instructions. If you do not specify a choice on
your proxy card, your proxy will be voted in favor of the amendment of our
certificate of incorporation.
Voting in person. If you attend the
meeting, you may deliver your completed proxy card in person or may vote by
completing a ballot which will be available at the meeting. If you
hold your shares in broker or bank name, you will need documentation from the
broker or bank to vote in person.
|
Q.
|
Can
I revoke my proxy and change my vote after I have returned my proxy
card?
|
|
A.
|
You
may revoke your proxy at any time before it is exercised by
either:
|
|
•
|
Submitting
to the Secretary a written notice of revocation or a subsequently executed
proxy card; or
|
|
•
|
Attending
the meeting and voting in person. If you hold your shares in
broker or bank name, you will need documentation from the broker or bank
to vote in person.
|
Q.
|
What
does it mean if I get more than one proxy
card?
|
A.
|
Your
shares are probably registered differently or are in more than one
account. Sign and return all proxy cards to ensure that all shares are
voted. If you would like to inquire about having all of your accounts
registered in the same name and address, please contact Registrar and
Transfer Company, 10 Commerce Drive, Cranford, New Jersey
07016-3572.
|
Q.
|
What
constitutes a quorum for a special
meeting?
|
A.
|
As
of the Record Date, 8,288,634 shares of Peapack-Gladstone common stock
were issued and outstanding, each of which will be entitled to one vote at
the meeting. A majority of the outstanding shares, present or represented
by proxy, constitutes a quorum. If you vote by proxy, your shares will be
included for determining the presence of a quorum. Both abstentions and
“broker non-votes” are also included for purposes of determining the
presence of a quorum. Generally, broker non-votes occur when shares
held by a broker for a beneficial owner are not voted with respect to a
particular proposal because the broker has not received voting
instructions from the beneficial owner and the broker lacks discretionary
voting power to vote such shares.
|
Q.
|
Assuming
the presence of a quorum, what is the vote required to approve the matters
to be considered at the meeting?
|
A.
|
The
affirmative vote of a majority of votes cast, in person and by proxy, at
the meeting is required to approve both of the matters to be considered at
the meeting. Under New Jersey law, abstentions and broker non-votes
are not considered votes cast and, accordingly, will not affect the
outcome of any of the matters being voted on at the
meeting.
|
Q.
|
Who
will count the vote?
|
A.
|
A
representative of Registrar and Transfer Company, Peapack-Gladstone’s
transfer agent, will tabulate the votes and act as the inspector of the
election.
|
AMENDMENT
TO CERTIFICATE OF INCORPORATION
TO
AUTHORIZE 500,000 SHARES OF PREFERRED STOCK
Our
certificate of incorporation, as currently in effect, provides that we are
authorized to issue up to 20,000,000 shares of common stock, no par value. At
September 30, 2008, we had 8,288,368 shares of common stock
outstanding.
On
November 20, 2008, our Board of Directors authorized an amendment to ARTICLE III
of the certificate of incorporation to authorize the issuance of up to 500,000
shares of preferred stock (the “Preferred Stock Amendment”) and has recommended
that Peapack-Gladstone’s shareholders approve the Preferred Stock Amendment.
Shareholders are being asked to approve at the Special Meeting such amendment to
the certificate of incorporation.
Purpose
and Background
Our
certificate of incorporation does not presently authorize the issuance of shares
other than common stock. Our Board of Directors has unanimously approved a
resolution amending the certificate of incorporation to authorize the issuance
of up to 500,000 shares of preferred stock, commonly referred to as “blank
check” preferred because the Board of Directors has discretion to designate one
or more series of the preferred stock with the rights, privileges and
preferences of each series to be fixed by the Board of Directors from time to
time.
The
Board’s objective in establishing a class of “blank check” preferred stock is to
provide flexibility with respect to future financing transactions, including
being able to participate in the Capital Purchase Program recently established
by the Treasury. Under this program, the Treasury will purchase senior
preferred stock, with a liquidation preference of $1,000 per share. We
applied for and were approved on November 17, 2008 to participate in this
program in the amount of $28,685,000. We expect to use the proceeds of the
proposed sale of securities to the Treasury to supplement our
capital. The Treasury approval required that we close within 30 days
of its approval on November 17, 2008. Because of the periods needed to
allow the SEC to review and comment on this proxy statement and thereafter to
hold a shareholders meeting, it will take us longer than 30 days to be able to
close. Although we believe the Treasury will allow us additional time to close,
there can be no assurance that it will.
“Blank
check” preferred stock is commonly authorized by publicly traded companies and,
when authorized, is frequently used as a means of raising capital and making
acquisitions. In some circumstances, companies have been required to utilize
senior classes of securities to raise capital, with the terms of those
securities being highly negotiated and tailored to meet the needs of both
investors and issuing companies. Such senior securities typically include
liquidation and dividend preferences, protections, conversion privileges and
other rights not found in common stock.
We
presently lack the authority to issue preferred stock and we will not be
eligible to participate in the Treasury’s Capital Purchase Program if our
shareholders fail to approve this amendment to our certificate of
incorporation. We would thus continue to be limited to issuing common
stock or debt securities to raise capital. By authorizing a class of
“blank check” preferred stock, we would increase our flexibility.
If the
certificate of incorporation is amended to authorize the issuance of “blank
check” preferred stock, the Board would have discretion to establish various
series of preferred stock and the rights and privileges of each series so
established, and the holders of our common stock would have no input or right to
approve the terms of any such series. This includes the issuance of senior
preferred stock to the Treasury.
Peapack-Gladstone
has no present agreement to issue any “blank check” preferred stock and, other
than the preferred stock contemplated under the Treasury’s Capital Purchase
Program, has no present intention to do so.
The
amendment to the certificate of incorporation authorizes 500,000 shares of
preferred stock. The Board in seeking authorization for this number
of shares considered, among other things, the need to provide for the
flexibility to issue additional preferred stock to redeem the preferred stock
issued to the Treasury and thereby lower the number of warrants and for the
possibility that the Treasury in the future may provide additional funding
programs using preferred stock. The Board also anticipates
refinancing the Treasury preferred stock when the dividend increases and
recognizes that if preferred stock is issued for refinancing purposes the
liquidation preference may be smaller, resulting in a far larger number of
shares being issued.
Peapack-Gladstone has
been approved to sell to the Treasury $28,685,000 in senior preferred stock in
the Treasury’s Capital Purchase Program. If our shareholders approve
the amendment to our certificate of incorporation and we complete the sale,
these shares would be senior to our common stock and would pay cumulative
dividends at a rate of 5% per annum until the fifth anniversary of the date of
the original investment and thereafter at a rate of 9% per annum. Dividends
would be payable quarterly in arrears on the fifteenth day of February, May,
August, and November of each year. Unpaid dividends are compounded (i.e.
dividends are paid on the amount of unpaid dividends).
Under the
Capital Purchase Program, the senior preferred shares would be non-voting
shares, other than class voting rights granted under New Jersey law and
class voting rights on (i) any authorization or issuance of shares ranking
senior to the senior preferred shares; (ii) any amendment to the rights of
the senior preferred shares, or (iii) any merger, exchange or similar
transaction which would adversely affect the rights of the senior preferred
shares. If the dividends described above were not paid in full for six dividend
periods, whether or not consecutive, the senior preferred shareholders would
have the right to elect two directors. The right to elect directors would
cease when all unpaid dividends (including compounded dividends) have been paid
in full.
As long
as the senior preferred shares are outstanding, Peapack-Gladstone would not be
able to pay dividends on any common stock shares or any preferred shares
ranking pari passu with
the senior preferred shares, unless all dividends on the senior preferred shares
have been paid in full.
Furthermore,
until the earlier of the third anniversary of the Treasury’s investment or the
date the Treasury ceases to hold any senior preferred stock or such stock is
redeemed in full, Peapack-Gladstone may not, without the consent of the
Treasury, increase the dividend on its common stock or repurchase its
common stock or any trust preferred securities, if we were to issue such
securities.
Peapack-Gladstone
may redeem the senior preferred shares after three years, or earlier if it
raises in an equity offering net proceeds equal to the amount of the senior
preferred shares redeemed and it must raise proceeds equal to at least 25% of
the issue price of the senior preferred shares to redeem any senior preferred
shares prior to the end of the third year.
If
Peapack-Gladstone completes the sale of senior preferred stock in the
Treasury’s Capital Purchase Program, Peapack-Gladstone must adopt the Treasury
Department’s standards for executive compensation and corporate governance, for
the period during which Treasury holds any equity issued under the Program.
These standards generally apply to the chief executive officer, chief financial
officer, plus the next three most highly compensated executive officers. We
would also be required to meet certain standards, including: (1) ensuring
that incentive compensation for senior executives does not encourage unnecessary
and excessive risks; (2) requiring a clawback of any bonus or incentive
compensation paid to a senior executive based on statements of earnings, gains
or other criteria that are later proven to be materially inaccurate; (3)
prohibiting certain severance payments to a senior executive, generally referred
to as “golden parachute” payments, above specified amounts; and (4) agreeing not
to deduct for tax purposes executive compensation in excess of $500,000 for each
senior executive. We expect that each senior executive will agree in writing to
be bound by the applicable restrictions on compensation during any period that
he or she is a senior executive and the Treasury holds an equity or debt
position acquired through the Capital Purchase Program.
We will
also be required to grant stock purchase warrants to Treasury to purchase a
number of shares of common stock having a market price equal to 15% of aggregate
amount of the preferred stock investment. The initial exercise price for the
warrants, and the market price for determining the number of shares of common
stock subject to the warrants, will be determined by reference to the market
price of the common stock on the date of the approval by the Treasury of our
application to sell to the Treasury the preferred stock (calculated on a 20-day
trailing average). Based on the market price of $30.06 of the
Peapack-Gladstone common stock (calculated on a 20-day trailing average), we
anticipate we would be required to issue 143,158 common stock warrants to the
Treasury, which is 1.7% of our outstanding shares of common
stock. Without our consent and that of the holder, the warrants may
be exercised only on a net basis – that is, the holder does not pay the exercise
price but instead authorizes us to reduce the shares receivable on exercise of
the warrants by the number of shares with a then current market value equal to
the exercise price. Consequently we expect to issue significantly fewer than
143,158 shares. Furthermore, if before December 31, 2009, we realize gross
proceeds from the sale of equity securities to third parties equal to or greater
than the issue price of the senior preferred shares, the
number of
warrants will be reduced by 50 percent. Moreover, if Peapack-Gladstone redeems
all of the senior preferred shares or if the Treasury no longer owns any such
shares, the company will have the right to repurchase the warrants from the
Treasury at fair market value.
Within 30
days following closing of the Treasury’s investment, Peapack-Gladstone must file
with the SEC a shelf registration statement registering the possible resale of
all of the senior preferred shares, the warrants and the shares to be received
on exercise of the warrants. We must also use reasonable best efforts to cause
the registration statement to be continuously effective until there are no
registrable securities remaining.
To the
extent that a shelf registration statement is not available and
Peapack-Gladstone proposes to file a registration statement for an equity
offering, holders of the senior preferred shares, the warrants and warrant
exercise shares will have piggyback rights to include their securities in such
registration statement.
We must
apply for listing with the exchange on which our common stock is listed (i.e.
Nasdaq) for the listing of the shares issuable pursuant to the warrants. If
requested by the Treasury, we must also use our reasonable best efforts to list
the senior preferred stock.
Pro
Forma Financial Information
The
unaudited pro forma condensed consolidated financial data set forth below have
been derived by the application of pro forma adjustments to our historical
financial statements for the year ended December 31, 2007 and the nine months
ended September 30, 2008. The unaudited pro forma consolidated financial data
give effect to the events discussed below as if they had occurred on January 1,
2007 in the case of the statement of income data and September 30, 2008 in the
case of the balance sheet data:
|
·
|
The
issuance of $28,685,000 of senior preferred stock to the U.S. Department
of Treasury under the Troubled Asset Relief Program Capital Purchase
Program; and
|
|
·
|
The
issuance of warrants to purchase 143,158 shares of Peapack-Gladstone
common stock assuming a purchase price of $30.06 per share (based on a
trailing 20-day average share
price).
|
We
present unaudited pro forma consolidated balance sheet data, including selected
line items from our balance sheet and selected capital ratios, as of September
30, 2008. We also present unaudited pro forma condensed income statements for
the year ended December 31, 2007 and the nine months ended September 30, 2008.
The pro forma financial data may change materially based on the timing and
utilization of the proceeds as well as certain other factors including the
strike price of the warrants, any subsequent changes in Peapack-Gladstone’s
common stock price, and the discount rate used to determine the fair value of
the senior preferred stock.
The
information should be read in conjunction with our audited financial statements
and the related notes filed as part of our Annual Report on Form 10-K for
the year ended December 31, 2007, and our unaudited consolidated financial
statements and the related notes filed as part of our Quarterly Report on
Form 10-Q for the quarter ended September 30,
2008.
The
following unaudited pro forma consolidated financial data are not necessarily
indicative of our financial position or results of operations that actually
would have been attained had proceeds from the Capital Purchase Program been
received, or the issuance of the warrants pursuant to the Capital Purchase
Program been made, at the dates indicated, and are not necessarily indicative of
our financial position or results of operations that will be achieved in the
future.
We have
included the following unaudited pro forma consolidated financial data solely
for the purpose of providing shareholders with information that may be useful
for purposes of considering and evaluating the proposal to amend our certificate
of incorporation. Our future results are subject to prevailing economic and
industry specific conditions and financial, business and other known and unknown
risks and uncertainties, certain of which are beyond our control. These factors
include, without limitation, those described in this proxy statement and those
described in our Annual Report on Form 10-K for the year ended
December 31, 2007 and our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2008.
Peapack-Gladstone
Financial Corporation
Pro
Forma Consolidated Balance Sheet Data and Capital Ratios
(In
Thousands)
(Unaudited)
|
|
September
30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical
|
|
|
Adjustments
|
|
|
As
Adjusted
|
|
|
|
|
|
|
|
|
|
|
|
Balance
Sheet:
|
|
|
|
|
|
|
|
|
|
Total
Liabilities (1)
|
|
$ |
1,263,046 |
|
|
$ |
(28,685 |
) |
|
$ |
1,234,361 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
|
7,187 |
|
|
|
1,024 |
|
|
|
8,211 |
|
Preferred
Stock
|
|
|
- |
|
|
|
27,661 |
|
|
|
27,661 |
|
Surplus
|
|
|
92,034 |
|
|
|
- |
|
|
|
92,034 |
|
Treasury
Stock
|
|
|
(7,838 |
) |
|
|
- |
|
|
|
(7,838 |
) |
Retained
Earnings
|
|
|
27,883 |
|
|
|
- |
|
|
|
27,883 |
|
Accumulated
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
Loss
|
|
|
(13,414 |
) |
|
|
- |
|
|
|
(13,414 |
) |
Total
Shareholders’ Equity
|
|
$ |
105,852 |
|
|
$ |
28,685 |
|
|
$ |
134,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Risk-Based Capital to
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-Weighted
Assets Ratio
|
|
|
13.36
|
% |
|
|
|
|
|
|
16.36
|
% |
Tier
1 Capital Ratio
|
|
|
12.41
|
% |
|
|
|
|
|
|
15.41
|
% |
Leverage
Ratio
|
|
|
8.76
|
% |
|
|
|
|
|
|
10.88
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Assumes
that proceeds are initially used to reduce short-term borrowings
(consisting of FHLB overnight lines of credit) and will eventually be
invested in GNMA or FNMA mortgaged-backed
securities.
|
Peapack-Gladstone
Financial Corporation
Pro
Forma Condensed Consolidated Statements of Income
(In
Thousands, Except per Share Data)
(Unaudited)
|
|
Historical
12
|
|
|
|
|
|
Pro
Forma 12
|
|
|
|
Months
|
|
|
|
|
|
Months
|
|
|
|
Ended
|
|
|
|
|
|
Ended
|
|
|
|
12/31/07
|
|
|
Adjustments
|
|
|
12/31/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Interest Income
|
|
$ |
35,869 |
|
|
$ |
1,147
|
(1) |
|
$ |
37,016 |
|
Provision
for Losses on Loans
|
|
|
750 |
|
|
|
|
|
|
|
750 |
|
Net
Interest Income After
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for Losses on Loans
|
|
|
35,119 |
|
|
|
1,147 |
|
|
|
36,266 |
|
Non-Interest
Income
|
|
|
14,043 |
|
|
|
|
|
|
|
14,043 |
|
Non-Interest
Expense
|
|
|
32,087 |
|
|
|
|
|
|
|
32,087 |
|
Income
Before Income Taxes
|
|
|
17,075 |
|
|
|
1,147 |
|
|
|
18,222 |
|
Income
Tax Expense
|
|
|
5,213 |
|
|
|
401
|
(2) |
|
|
5,614 |
|
Net
Income
|
|
|
11,862 |
|
|
|
746 |
|
|
|
12,608 |
|
Less: Preferred
Dividends
|
|
|
0 |
|
|
|
1,616
|
(3) |
|
|
1,616 |
|
Income
Available to
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Shareholders
|
|
$ |
11,862 |
|
|
$ |
(870 |
) |
|
$ |
10,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
Earnings Per Share
|
|
$ |
1.43 |
|
|
$ |
(0.10 |
) |
|
$ |
1.33 |
|
Diluted
Earnings Per Share
|
|
$ |
1.42 |
|
|
$ |
(0.11 |
) |
|
$ |
1.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
8,299,271 |
|
|
|
0 |
|
|
|
8,299,271 |
|
Diluted
|
|
|
8,369,026 |
|
|
|
0
|
(4) |
|
|
8,369,026 |
|
(1)
|
The
funds received from the preferred stock issue are assumed to be promptly
invested in GNMA or FNMA Mortgage-backed securities with an average yield
of 4%.
|
|
The
actual impact to net interest income would be different as management
expects to utilize a portion of the proceeds to fund loan growth. However,
such impact cannot be estimated at this time as the impact would vary
based on the timing of when the loans are funded and the actual pricing of
any such loans.
|
(2)
|
Additional
income tax expense is attributable to additional net interest income as
described in Note 1.
|
(3)
|
Consists
of dividends on preferred stock at a 5% annual rate as well as accretion
on discount on preferred stock upon issuance. The discount is
determined based on the value that is allocated to the warrants upon
issuance. The discount is accreted back to par value on a
constant effective yield method (approximately 6% over a five year term,
which is the expected life of the preferred stock upon
issuance). The estimated accretion is based on a number of
assumptions which are subject to change. These assumptions
include the discount (market rate at issuance) rate on the preferred
stock, and assumptions underlying the value of the
warrants. The proceeds are allocated based on the relative fair
value of the warrants as compared to the fair value of the preferred
stock. The lower the value of the warrants, the less negative
impact on net income and earnings per share available to common
shareholders. The fair value of the preferred stock is
determined based on assumptions regarding the discount rate (market rate)
on the preferred stock (currently estimated at 10%). The lower
the discount rate, the less negative impact on net income and earnings per
share available to common
shareholders.
|
(4)
|
The
Treasury would receive warrants to purchase a number of shares of our
common stock having an aggregate market price equal to 15% of the proceeds
on the date of issuance with a strike price equal to the trailing twenty
day trading average leading up to the closing date. This pro
forma assumes that the warrants would give the Treasury the option to
purchase 143,158 shares of common stock. The pro forma adjustment shows no
increase in diluted shares outstanding assuming that the warrants had been
issued on January 1, 2007 at a strike price of $30.06 (based on the
trailing 20 day average share price as of November 17, 2008) and remained
outstanding for the entire period presented. Warrants are anti-dilutive in
the proforma because the exercise price of the warrants exceeded the
historical average stock price for common stock. The warrants
could be dilutive in the future. The treasury stock method was
utilized to determine dilution of the warrants for the period
presented.
|
Peapack-Gladstone
Financial Corporation
Pro
Forma Condensed Consolidated Statements of Income
(In
Thousands, Except per Share Data)
(Unaudited)
|
|
Historical
9
|
|
|
|
|
|
Pro
Forma 9
|
|
|
|
Months
|
|
|
|
|
|
Months
|
|
|
|
Ended
|
|
|
|
|
|
Ended
|
|
|
|
9/30/08
|
|
|
Adjustments
|
|
|
9/30/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Interest Income
|
|
$ |
34,084 |
|
|
$ |
860 |
(1) |
|
$ |
34,944 |
|
Provision
for Losses on Loans
|
|
|
1,800 |
|
|
|
|
|
|
|
1,800 |
|
Net
Interest Income After
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for Losses on Loans
|
|
|
32,284 |
|
|
|
860 |
|
|
|
33,144 |
|
Non-Interest
Income
|
|
|
10,947 |
|
|
|
|
|
|
|
10,947 |
|
Non-Interest
Expense
|
|
|
27,329 |
|
|
|
|
|
|
|
27,329 |
|
Income
Before Income Taxes
|
|
|
15,902 |
|
|
|
860 |
|
|
|
16,762 |
|
Income
Tax Expense
|
|
|
5,343 |
|
|
|
301
|
(2) |
|
|
5,644 |
|
Net
Income
|
|
|
10,559 |
|
|
|
559 |
|
|
|
11,118 |
|
Less: Preferred
Dividends
|
|
|
0 |
|
|
|
1,212
|
(3) |
|
|
1,212 |
|
Income
Available to
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Shareholders
|
|
$ |
10,559 |
|
|
$ |
(653 |
) |
|
$ |
9,906 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
Earnings Per Share
|
|
$ |
1.27 |
|
|
$ |
(0.07 |
) |
|
$ |
1.20 |
|
Diluted
Earnings Per Share
|
|
$ |
1.26 |
|
|
$ |
(0.08 |
) |
|
$ |
1.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
8,293,960 |
|
|
|
0 |
|
|
|
8,293,960 |
|
Diluted
|
|
|
8,392,783 |
|
|
|
0
|
(4) |
|
|
8,392,783 |
|
(1)
|
The
funds received from the preferred stock issue are assumed to be promptly
invested in GNMA or FNMA Mortgage-backed securities with an average yield
of 4%.
|
|
The
actual impact to net interest income would be different as management
expects to utilize a portion of the proceeds to fund loan growth. However,
such impact cannot be estimated at this time as the impact would vary
based on the timing of when the loans are funded and the actual pricing of
any such loans.
|
(2)
|
Additional
income tax expense is attributable to additional net interest income as
described in Note 1.
|
(3)
|
Consists
of dividends on preferred stock at a 5% annual rate as well as accretion
on discount on preferred stock upon issuance. The
discount is determined based on the value that is allocated to the
warrants upon issuance. The discount is accreted back to par
value on a constant effective yield method (approximately 6% over a five
year term, which is the expected life of the preferred stock upon
issuance). The estimated accretion is based on a number of
assumptions which are subject to change. These assumptions
include the discount (market rate at issuance) rate on the preferred
stock, and assumptions underlying the value of the
warrants. The proceeds are allocated based on the relative fair
value of the warrants as compared to the fair value of the preferred
stock. The lower the value of the warrants, the less negative
impact on net income and earnings per share available to common
shareholders. The fair value of the preferred stock is
determined based on assumptions regarding the discount rate (market rate)
on the preferred stock (currently estimated at 10%). The lower
the discount rate, the less negative impact on net income and earnings per
share available to common
shareholders.
|
(4)
|
The
Treasury would receive warrants to purchase a number of shares of our
common stock having an aggregate market price equal to 15% of the proceeds
on the date of issuance with a strike price equal to the trailing twenty
day trading average leading up to the closing date. This pro
forma assumes that the warrants would give the Treasury the option to
purchase 143,158 shares of common stock. The pro forma adjustment shows no
increase in diluted shares outstanding assuming that the warrants had been
issued on January 1, 2007 at a strike price of $30.06 (based on the
trailing 20 day average share price as of November 17, 2008) and remained
outstanding for the entire period presented. Warrants are anti-dilutive in
the proforma because the exercise price of the warrants exceeded the
historical average stock price for common stock. The warrants
could be dilutive in the future. The treasury stock method was
utilized to determine dilution of the warrants for the period
presented.
|
Potential
Anti-Takeover Effect
The
amendment to the certificate of incorporation to authorize preferred stock as
proposed could adversely affect the ability of third parties to take over or
change the control of Peapack-Gladstone by, for example, permitting issuances
that would dilute the stock ownership of a person seeking to effect a change in
the composition of our Board of Directors or contemplating a tender offer or
other transaction for the combination of Peapack-Gladstone with another
company.
The
ability of our Board of Directors to establish the rights of, and to cause
Peapack-Gladstone to issue, substantial amounts of preferred stock without the
need for shareholder approval, upon such terms and conditions, and having such
rights, privileges and preferences, as our Board of Directors may determine from
time to time in the exercise of its business judgment, may, among other things,
be used to create voting impediments with respect to changes in control of
Peapack-Gladstone or to dilute the stock ownership of holders of common stock
seeking to obtain control of Peapack-Gladstone. The rights of the holders of
common stock will be subject to, and may be adversely affected by, any preferred
stock that may be issued in the future.
However,
subject to the exercise of its fiduciary duties to Peapack-Gladstone and its
shareholders, the Peapack-Gladstone Board of Directors will not issue any of the
authorized preferred shares for any defensive or anti-takeover purpose, for the
purpose of implementing any shareholder rights plan or with features intended
specifically to make any attempted acquisition of Peapack-Gladstone more
difficult. Rather, the Peapack-Gladstone Board of Directors will
issue preferred shares only for the purpose of capital-raising
transactions, facilitating acquisitions and for other corporate purposes
which the Board of Directors believes are in the best interests of
Peapack-Gladstone and its shareholders.
The
amendment to the certificate of incorporation authorizes 500,000 shares of
preferred stock. The Board in seeking authorization for this number of shares
considered, among other things, the need to provide for the flexibility to issue
additional preferred stock to redeem the preferred stock issued to the Treasury
and thereby lower the number of warrants and for the possibility that the
Treasury in the future may provide additional funding programs using preferred
stock. The Board also anticipates refinancing the Treasury preferred
stock when the dividend increases and recognizes that if preferred stock is
issued for refinancing purposes the liquidation preference may be smaller,
resulting in a far larger number of shares being issued.
Other
than our participation in the Treasury’s Capital Purchase Program for 28,685
shares of preferred stock, we have no present plans to issue any shares of
preferred stock.
Proposed
Amendment
Therefore,
in order to participate in the Treasury’s Capital Purchase Program, we propose
that the text of ARTICLE III of our certificate of incorporation be deleted and
replaced in its entirety with the following:
ARTICLE
III
CAPITAL
STOCK
(A) The
total authorized capital stock of the corporation shall be 20,500,000 shares,
consisting of 20,000,000 shares of common stock and 500,000 shares of preferred
stock which may be issued in one or more classes or series. The shares of common
stock shall constitute a single class and shall be without nominal or par value.
The shares of preferred stock of each class or series shall be without nominal
or par value, except that the amendment authorizing the initial issuance of any
class or series, adopted by the Board of Directors as provided herein, may
provide that shares of any class or series shall have a specified par value per
share, in which event all of the shares of such class or series shall have the
par value per share so specified.
(B) The
Board of Directors of the corporation is expressly authorized from time to time
to adopt and to cause to be executed and filed without further approval of the
shareholders amendments to this Certificate of Incorporation authorizing the
issuance of one or more classes or series of preferred stock for such
consideration as the Board of Directors may fix. In an amendment authorizing any
class or series of preferred stock, the Board of Directors is expressly
authorized to determine:
(a) The
distinctive designation of the class or series and the number of shares which
will constitute the class or series, which number may be increased or decreased
(but not below the number of shares then outstanding in that class or above the
total shares authorized herein) from time to time by action of the Board of
Directors;
(b) The
dividend rate on the shares of the class or series, whether dividends will be
cumulative, and, if so, from what date or dates;
(c) The
price or prices at which, and the terms and conditions on which, the shares of
the class or series may be redeemed at the option of the
corporation;
(d)
Whether or not the shares of the class or series will be entitled to the benefit
of a retirement or sinking fund to be applied to the purchase or redemption of
such shares and, if so entitled, the amount of such fund and the terms and
provisions relative to the operation thereof;
(e)
Whether or not the shares of the class or series will be convertible into, or
exchangeable for, any other shares of stock of the corporation or other
securities, and if so convertible or exchangeable, the conversion price or
prices, or the rates of exchange, and any adjustments thereof, at which such
conversion or exchange may be made, and any other terms and conditions of such
conversion or exchange;
(f) The
rights of the shares of the class or series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the
corporation;
(g)
Whether or not the shares of the class or series will have priority over, parity
with, or be junior to the shares of any other class or series in any respect,
whether or not the shares of the class or series will be entitled to the benefit
of limitations restricting the issuance of shares of any other class or series
having priority over or on parity with the shares of such class or series and
whether or not the shares of the class or series are entitled to restrictions on
the payment of dividends on, the making of other distributions in respect of,
and the purchase or redemption of shares of any other class or series of
preferred stock or common stock ranking junior to the shares of the class or
series;
(h)
Whether the class or series will have voting rights, in addition to any voting
rights provided by law, and if so, the terms of such voting rights;
and
(i) Any
other preferences, qualifications, privileges, options and other relative or
special rights and limitations of that class or series.
Vote
Required and Board of Director’s Recommendation
The
affirmative vote of a majority of all votes cast, in person or by proxy, is
required for approval of this proposal. Under New Jersey law, abstentions and
broker non-votes, if any, will have no effect on determining whether the
Proposal has received the requisite number of affirmative votes.
OUR
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE
PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
AND MANAGEMENT
Certain
Beneficial Owners
The
following table sets forth as of November 18, 2008 certain information as
to beneficial ownership of each person known to Peapack-Gladstone to own
beneficially more than 5 percent of the outstanding common stock of
Peapack-Gladstone. The beneficial owner in the table below has sole voting and
investment power as to all his shares.
Name
of Beneficial Owner
|
Number
of Shares
Beneficially
Owned
|
Percent
of Class
|
James
M. Weichert
|
801,435
|
9.67%
|
Director
and Executive Officer Stock Ownership
The
following table shows the beneficial ownership of our common stock as of
November 18, 2008, by each director and executive officer, and the directors and
executive officers as a group. Unless otherwise indicated in a footnote, shares
are not pledged as security.
Name
of Beneficial Owner
|
Number
of Shares
Beneficially
Owned (1)
|
Percent
of Class (2)
|
Arthur
F. Birmingham
|
42,322
|
(3)
|
*
|
Garrett
P. Bromley
|
40,906
|
(4)
|
*
|
Finn
M.W. Caspersen, Jr.
|
113,924
|
(5)
|
1.32%
|
Anthony
J. Consi, II
|
74,823
|
(6)
|
*
|
Pamela
Hill
|
116,497
|
(7)
|
1.35%
|
Frank
A. Kissel
|
147,017
|
(8)
|
1.70%
|
John
D. Kissel
|
59,145
|
(9)
|
*
|
James
R. Lamb
|
46,607
|
(10)
|
*
|
Edward
A. Merton
|
43,715
|
(11)
|
*
|
F.
Duffield Meyercord
|
44,993
|
(12)
|
*
|
John
R. Mulcahy
|
33,280
|
(13)
|
*
|
Robert
M. Rogers
|
53,015
|
(14)
|
*
|
Philip
W. Smith, III
|
49,007
|
(15)
|
*
|
Craig
C. Spengeman
|
55,046
|
(16)
|
*
|
All
directors and executive officers as a group (13 persons)
|
920,297
|
|
10.65%
|
NOTES:
|
(1)
|
Beneficially
owned shares include shares over which the named person exercises either
sole or shared voting power or sole or shared investment
power. It also includes shares owned (i) by a spouse, minor
children or by relatives sharing the same home, (ii) by entities owned or
controlled by the named person and (iii) by other persons if the named
person has the right to acquire such shares within 60 days by the exercise
of any right or option. Unless otherwise noted, all shares are
owned of record or beneficially by the named
person.
|
|
(2)
|
The
number of shares of common stock used in calculating the percentage of the
class owned includes shares of common stock outstanding as of November 18,
2008, and 362,831 shares purchasable pursuant to options exercisable
within 60 days of November 18,
2008.
|
|
(3)
|
This
total includes 236 shares owned by Mr. Birmingham’s wife, 3,421 shares
allocated to Mr. Birmingham under Peapack-Gladstone's Profit Sharing Plan
and 31,212 shares purchasable pursuant to options exercisable within 60
days of November 18, 2008.
|
|
(4)
|
This
total includes 1,413 shares allocated to Mr. Bromley under
Peapack-Gladstone's Profit Sharing Plan and 31,212 shares purchasable
pursuant to options exercisable within 60 days of November 18,
2008.
|
|
(5)
|
This
total includes 102 shares held in a foundation for which Mr. Caspersen is
an officer, 101,402 shares held in trusts for which Mr. Caspersen is a
beneficiary, 220 shares allocated to Mr. Caspersen under
Peapack-Gladstone's Profit Sharing Plan and 12,200 shares purchasable
pursuant to options exercisable within 60 days of November 18,
2008.
|
|
(6)
|
This
total includes 20,822 shares purchasable pursuant to options exercisable
within 60 days of November 18,
2008.
|
|
(7)
|
This
total includes 21,861 shares purchasable pursuant to options exercisable
within 60 days of November 18, 2008 and 24,945 shares held in a trust for
which Ms. Hill is a beneficiary.
|
|
(8)
|
This
total includes 3,348 shares owned by Mr. Frank A. Kissel's wife, 9,051
shares allocated to Mr. Kissel under Peapack-Gladstone's Profit Sharing
Plan and 65,170 shares purchasable pursuant to options exercisable within
60 days of November 18, 2008.
|
|
(9)
|
This
total includes 1,609 shares owned by Mr. John D. Kissel's wife, 5,547
shares owned by Mr. Kissel's children and 16,200 shares purchasable
pursuant to options exercisable within 60 days of November 18,
2008.
|
|
(10)
|
This
total includes 2,557 shares owned by Mr. Lamb's wife and 23,901 shares
purchasable pursuant to options exercisable within 60 days of November 18,
2008.
|
|
(11)
|
This
total includes 16,200 shares purchasable pursuant to options exercisable
within 60 days of November 18,
2008.
|
|
(12)
|
This
total includes 16,200 shares purchasable pursuant to options exercisable
within 60 days of November 18, 2008 and of this total, 19,705 shares were
pledged as security to a loan with Peapack-Gladstone
Bank.
|
|
(13)
|
This
total includes 2,344 shares owned by Mr. Mulcahy's wife and 12,320 shares
purchasable pursuant to options exercisable within 60 days of November 18,
2008.
|
|
(14)
|
This
total includes 5,268 shares allocated to Mr. Rogers under
Peapack-Gladstone's Profit Sharing Plan and 36,923 shares purchasable
pursuant to options exercisable within 60 days of November 18,
2008.
|
|
(15)
|
This
total includes 6,953 shares owned by Mr. Smith's wife, 1,374 shares owned
by Mr. Smith's children and 13,592 shares purchasable pursuant to options
exercisable within 60 days of November 18, 2008 and of this total, 15,052
shares were pledged as security to a loan with Peapack-Gladstone
Bank.
|
|
(16)
|
This
total includes 6,178 shares allocated to Mr. Spengeman under
Peapack-Gladstone's Profit Sharing Plan and 38,320 shares purchasable
pursuant to options exercisable within 60 days of November 18,
2008.
|
ADJOURNMENT,
POSTPONEMENT OR CONTINUATION OF THE SPECIAL
MEETING
If
at the Special Meeting the number of shares of Peapack-Gladstone's common stock
present or represented and voting in favor of the proposed amendment to the
certificate of incorporation is insufficient to approve Proposal No. 1,
Peapack-Gladstone's management may move to adjourn, postpone or continue the
Special Meeting in order to enable its Board of Directors to continue to solicit
additional proxies in favor of the proposal to amend the certificate of
incorporation. In that event, you will be asked to vote only upon the
adjournment, postponement or continuation proposal and not Proposal No. 1.
Under New Jersey law, less than a quorum may adjourn a meeting of shareholders.
Thus, this proposal would also allow Peapack-Gladstone to adjourn the meeting if
the shares represented were less than a quorum.
In
this proposal, Peapack-Gladstone is asking you to authorize the holder of any
proxy solicited by its Board of Directors to vote in favor of adjourning,
postponing or continuing the Special Meeting and any later adjournments. If
Peapack-Gladstone's shareholders approve the adjournment, postponement or
continuation proposal, Peapack-Gladstone could adjourn, postpone or continue the
Special Meeting, and any adjourned session of the Special Meeting, to use the
additional time to solicit additional proxies in favor of the proposal to amend
the certificate of incorporation, including the solicitation of proxies from the
shareholders that have previously voted against such proposal to amend
Peapack-Gladstone's certificate of incorporation. Among other things, approval
of the adjournment, postponement or continuation proposal could mean that, even
if proxies representing a sufficient number of votes against the proposal to
amend the certificate of incorporation have been received, Peapack-Gladstone
could adjourn, postpone or continue the Special Meeting without a vote on the
proposal to amend the certificate of incorporation and seek to convince the
holders of those shares to change their votes to votes in favor of the approval
of the amendment to the certificate of incorporation.
The
adjournment, postponement or continuation proposal requires that holders of more
of Peapack-Gladstone's shares vote in favor of the adjournment, postponement or
continuation proposal than vote against the proposal. Accordingly, abstentions
and broker non-votes will have no effect on the outcome of this proposal. No
proxy that is specifically marked AGAINST the proposal to amend the certificate
of incorporation will be voted in favor of the adjournment, postponement or
continuation proposal, unless it is specifically marked FOR the discretionary
authority to adjourn, postpone or continue the Special Meeting to a later
date.
The
Board of Directors believes that if the number of shares of its common stock
present or represented at the Special Meeting is insufficient to form a quorum,
or if the number of shares voting in favor of the proposal to amend the
certificate of incorporation is insufficient to approve the amendment, it is in
the best interests of the shareholders to enable the Board of Directors, for a
limited period of time, to continue to seek to obtain a sufficient number of
additional votes to constitute a quorum and to approve the
amendment.
OUR BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO ADJOURN, POSTPONE
OR CONTINUE THE SPECIAL MEETING.
Management
of Peapack-Gladstone knows of no other business which will be presented for
consideration at the Meeting, but should any other matters be brought before the
Meeting it is intended that the persons named in the accompanying proxy will
vote at their discretion.
Where
You Can Find More Information
The rules
of the SEC permit us to “incorporate by reference” certain information we file
with the SEC into this proxy statement. This means that we can disclose
important information to shareholders by referring the shareholders to another
document. Any information incorporated by reference into this proxy statement is
considered to be part of this proxy statement from the date we file that
information with the SEC. Any reports filed by us with the SEC after the date of
this proxy statement will automatically update and, where applicable, supersede
any information contained in this proxy statement or incorporated by reference
into this proxy statement.
We
incorporate herein by reference the financial information contained in the
following documents filed with the SEC:
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Our
Annual Report on Form 10-K for the fiscal year ended December 31,
2007;
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·
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Our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2008;
and
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·
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All
documents filed by us subsequent to the date hereof pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, and prior to the Special
Meeting.
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A copy of
any of the documents referred to above will be furnished, without charge, by
writing to the Corporate Secretary, Peapack-Gladstone Financial Corporation, 158
Route 206 North, Gladstone, New Jersey 07934.
BY ORDER
OF THE BOARD OF DIRECTORS,
ANTOINETTE
ROSELL,
CORPORATE
SECRETARY
Gladstone,
New Jersey
December
5, 2008
[X] PLEASE
MARK VOTES
AS IN THIS EXAMPLE
REVOCABLE
PROXY
PEAPACK-GLADSTONE
FINANCIAL CORPORATION
THIS
PROXY IS SOLICITED ON BEHALF OF
THE BOARD
OF DIRECTORS
The
undersigned hereby appoints John D. Kissel, James R. Lamb and Philip
W. Smith, III, or any one of them, as
Proxy, each with full power to appoint his substitute and
hereby authorizes them to represent and to vote, as
designated below, all
of the shares of common stock of
Peapack-Gladstone Financial Corporation (the "Corporation"), standing in
the undersigned's name at the Special Meeting
of Shareholders of the Corporation to be held on January
6, 2009 at 4:00 p.m. or any adjournment thereof. The undersigned
hereby revokes any and all proxies heretofore given with respect to the
meeting.
1. To
consider and vote upon the proposal to amend Peapack-Gladstone Financial
Corporation’s certificate of incorporation to authorize the issuance of up to
500,000 shares of preferred stock.
____
FOR ____
AGAINST ____
ABSTAIN
2. To
grant management the authority to adjourn, postpone or continue the Special
Meeting.
____
FOR ____
AGAINST ____
ABSTAIN
3. In
their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the Special
Meeting.
This
Proxy, when properly signed will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION is made, this
Proxy will be voted "FOR" the amendment of the certificate of incorporation
and “FOR” the proposal to grant the authority to management to adjourn, postpone
or continue the Special Meeting.
PLEASE
CHECK BOX IF YOU PLAN TO ATTEND THE
MEETING. ___
Please
sign exactly as names appear above. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee or guardian, please give full corporate names by President or
other authorized officer. If a partnership or limited liability
company, please sign in the entity name by an authorized
person.
Please
be sure to sign and date
this
Proxy in the box below.
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Date
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Shareholder
sign
above Co-holder
(if any) sign above
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^Detach
above card, sign, date and mail in postage paid envelope provided.^
PEAPACK-GLADSTONE
FINANCIAL CORPORATION
PLEASE
ACT PROMPTLY
SIGN,
DATE &MAIL YOUR PROXY CARD TODAY
IF YOUR
ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW
AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.