form11k-101894_pgfc.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 11-K
ý ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2008
OR
o TRANSITION REPORT
PURSUANT TO SECTION 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number: 001-16197
A.
|
Full title of the plan and
address of the plan, if different from that of the issuer named
below:
|
Peapack
Gladstone Bank Employee Savings and Investment Plan
B.
|
Name of issuer of the securities
held pursuant to the plan and the address of its principal executive
office:
|
PEAPACK-GLADSTONE
FINANCIAL CORPORATION
158
Route 206 North
Gladstone,
New Jersey 07934
Table
of Contents
Report
of Independent Registered Public Accounting Firm
|
3
|
|
|
Financial
Statements:
|
|
|
|
Statements
of Net Assets Available for Benefits as of December 31, 2008 and
2007
|
5
|
|
|
Statement
of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 2008
|
6
|
|
|
Notes
to Financial Statements
|
7
|
|
|
Supplemental
Schedule:
|
|
|
|
Form 5500,
Schedule H, Part IV, Line 4i-Schedule of Assets (Held at
End of Year) as of December 31, 2008
|
14
|
|
|
Signature
Page
|
16
|
|
|
Exhibit Index
|
17
|
All other
schedules required by Section 2520.103-10 of the Department of Labor’s
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 have been omitted because they are not
applicable.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of
Directors
Peapack-Gladstone
Bank
Gladstone,
New Jersey
We have
audited the accompanying statements of net assets available for benefits of
Peapack-Gladstone Bank Employees’ Savings and Investment Plan as of December 31,
2008 and 2007, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2008. These financial
statements are the responsibility of the Plan’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of
December 31, 2008 and 2007, and the changes in net assets available for benefits
for the year ended December 31, 2008 in conformity with U.S. generally accepted
accounting principles.
Our audit
was conducted for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule of assets
(held at end of year) is presented for the purpose of additional analysis and is
not a required part of the basic financial statements but is supplementary
information required by the Department of Labor’s Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan’s
management. The supplemental schedule has been subjected to the
auditing procedures applied in the audit of the basic 2008 financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic 2008 financial statements taken as a whole.
/s/ Crowe Horwath
LLP
Crowe
Horwath
LLP
Livingston,
New Jersey
June 29,
2009
PEAPACK-GLADSTONE
BANK
EMPLOYEES’
SAVINGS AND
INVESTMENT
PLAN
FINANCIAL
STATEMENTS
December
31, 2008 and 2007
PEAPACK-GLADSTONE
BANK
EMPLOYEES’
SAVINGS AND INVESTMENT PLAN
Gladstone,
New Jersey
FINANCIAL
STATEMENTS
December
31, 2008 and 2007
CONTENTS
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
1
|
|
|
|
|
|
|
FINANCIAL
STATEMENTS
|
|
|
|
|
|
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS –
|
|
|
DECEMBER
31, 2008 AND 2007
|
|
2
|
|
|
|
STATEMENT
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS –
|
|
|
YEAR
ENDED DECEMBER 31, 2008
|
|
3
|
|
|
|
NOTES
TO FINANCIAL STATEMENTS
|
|
4
|
|
|
|
|
|
|
SUPPLEMENTAL
SCHEDULE
|
|
|
|
|
|
SCHEDULE
H, LINE 4(i) – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
|
|
14
|
PEAPACK-GLADSTONE
BANK
EMPLOYEES’
SAVINGS AND INVESTMENT PLAN
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
December
31, 2008 and 2007
|
|
2008
|
|
|
2007
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
at fair value: (Note 4)
|
|
|
|
|
|
|
Cash
|
|
$ |
72 |
|
|
$ |
538 |
|
Mutual
funds
|
|
|
6,300,979 |
|
|
|
6,124,777 |
|
Investment
contract with insurance company
|
|
|
2,050,721 |
|
|
|
489,011 |
|
Participant
loans
|
|
|
175,269 |
|
|
|
113,850 |
|
Peapack-Gladstone
Financial Corporation
|
|
|
|
|
|
|
|
|
common
stock
|
|
|
3,281,598 |
|
|
|
3,299,576 |
|
Total
investments, at fair value
|
|
|
11,808,639 |
|
|
|
10,027,752 |
|
|
|
|
|
|
|
|
|
|
Receivables
– employer contribution receivable
|
|
|
975,746 |
|
|
|
50,856 |
|
|
|
|
|
|
|
|
|
|
NET
ASSETS AVAILABLE FOR BENEFITS
|
|
$ |
12,784,385 |
|
|
$ |
10,078,608 |
|
|
|
|
|
|
|
|
|
|
See
accompanying notes to financial statements.
PEAPACK-GLADSTONE
BANK
EMPLOYEES’
SAVINGS AND INVESTMENT PLAN
STATEMENT
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year
ended December 31, 2008
Additions
to net assets attributed to:
|
|
|
|
Contributions
|
|
|
|
Participant
contributions
|
|
$ |
1,022,967 |
|
Employer
contributions
|
|
|
1,289,944 |
|
Employee
rollovers (Note 1)
|
|
|
3,367,379 |
|
|
|
|
5,680,290 |
|
|
|
|
|
|
Dividend
Income
|
|
|
254,379 |
|
Interest
Income
|
|
|
100,289 |
|
Net
depreciation in
|
|
|
|
|
fair
value of investments (Note 4)
|
|
|
(2,684,208 |
) |
|
|
|
|
|
Total
additions
|
|
|
3,350,750 |
|
|
|
|
|
|
Deductions
from net assets attributable to:
|
|
|
|
|
Miscellaneous
fees
|
|
|
2,298 |
|
Benefits
paid to participants
|
|
|
642,675 |
|
|
|
|
|
|
Total
deductions
|
|
|
644,973 |
|
|
|
|
|
|
Net
increase in net assets available for benefits
|
|
|
2,705,777 |
|
|
|
|
|
|
Net
assets available for benefits
|
|
|
|
|
Beginning
of year
|
|
|
10,078,608 |
|
|
|
|
|
|
End
of year
|
|
$ |
12,784,385 |
|
See
accompanying notes to financial statements.
PEAPACK-GLADSTONE
BANK
EMPLOYEES’
SAVINGS AND INVESTMENT PLAN
NOTES TO
FINANCIAL STATEMENTS
December
31, 2008 and 2007
NOTE
1 - DESCRIPTION OF PLAN
The
following description of the Peapack-Gladstone Bank Employees’ Savings and
Investment Plan (“the Plan”) provides only general
information. Participants should refer to the plan agreement for a
more complete description of the Plan’s provisions.
General: The
Plan is a participant-directed, defined contribution plan covering all full-time
employees of the Peapack-Gladstone Bank (“the Bank”) who are 21 years or older
and have completed 1,000 hours of service, as defined. It is subject
to the provisions of the Employee Retirement Income Security Act of 1974
(“ERISA”).
Contributions: Each
year, participants may contribute up to 100% of base compensation, as defined in
the Plan, up to the Internal Revenue Service (IRS) limit of $15,500 for
2008. Participants may also contribute amounts representing
distributions from other qualified defined benefit or contribution
plans. The Plan was amended to enhance the contributions to its
salaried employees starting May 2008 and replaced the Bank’s defined benefit
pension plan which was terminated in 2008. The Bank contributes 3%
for each employee regardless of the employees’ contributions as well as matching
50% of employee contributions to a maximum of 6% of salary. In
addition, the Corporation is contributing an enhanced benefit to employees who
were previously in the defined benefit plan. The Bank may also make
discretionary profit-sharing contributions. All employer non-matching
contributions are invested solely in Peapack-Gladstone Financial Corporation’s
common stock (“Peapack-Gladstone Financial Corporation Common Stock Fund”), for
which participants may reallocate to other investment options subsequent to the
contribution. Contributions are subject to certain
limitations. A participant may direct employee and employer match
contributions in 1% increments in any of the funds, including the
Peapack-Gladstone Financial Corporation Common Stock Fund.
Participant
Accounts: Each participant’s account is credited with the
participant’s contribution and allocation of (a) the Bank’s contribution and (b)
Plan earnings or losses. Allocations are based on participant base
compensation or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant’s vested account. Forfeitures are also allocated to
participant accounts on the last day of the plan year.
Vesting: Participants
are immediately vested in their contributions and the Bank’s matching
contribution plus actual earnings or losses thereon. Vesting in the
non-matching contribution portion of their account plus actual earnings or
losses thereon is based on years of continuous service, as defined. A
participant is 100% vested after three years of continuous service.
PEAPACK-GLADSTONE
BANK
EMPLOYEES’
SAVINGS AND INVESTMENT PLAN
NOTES TO
FINANCIAL STATEMENTS
December
31, 2008 and 2007
NOTE 1 - DESCRIPTION OF PLAN
(Continued)
Payment of
Benefits: On termination of service due to death, disability,
or retirement, a participant may elect to receive either a lump-sum amount equal
to the value of the participant’s vested interest in his or her account, or
equal periodic installments. For termination of service due to other
reasons, a participant may receive the value of the vested interest in his or
her account as a lump-sum distribution.
Forfeitures: Forfeitures
arising from the termination of members who were not fully vested shall be
reallocated to participants who are employed on the last day of the plan
year. Nonvested portions of participant matching contribution
accounts are considered to be forfeited as of the last day of the plan year in
which the later of the one-year break-in-service or distribution
occurs. Total forfeitures reallocated to remaining participants were
$9,316 for 2008 and $11,702 for 2007, which represented the balances in the
forfeiture account at December 31, 2008 and 2007, respectively.
Management of Trust
Funds: The assets of the Plan are managed by Prudential
Insurance Company of America (“Prudential”) through its Prudential Investment
Management Services unit and PGB Trust and Investments, a division of
Peapack-Gladstone Financial Corporation (“the Corporation”). PGB
Trust & Investments performs certain administrative functions for the
Plan.
Loan
Provisions: Participants may borrow from their fund accounts
up to maximum equal to the lesser of $50,000 or 50% of their vested account
balance. Loan transactions are treated as a transfer to (from) the
investment funds from (to) the loan fund. Loan terms range from one
to five years or longer for the purchase of a primary residence. The
loans are secured by the balance in the participant’s account and bear interest
at a rate commensurate with local prevailing rates as determined quarterly by
the plan administrator. Principal and interest is paid ratably
through monthly payroll deductions.
Rollover: The
Bank elected to terminate its defined benefit plan in
2008. Participants in that plan were given the option to receive the
funds in a lump-sum payment, or to roll the funds into the defined contribution
plan. The rollover balance in the statement of changes in net assets
available for benefits reflects the total rollover for the plan year, of which
$3,268,487 is attributable to this event.
PEAPACK-GLADSTONE
BANK
EMPLOYEES’
SAVINGS AND INVESTMENT PLAN
NOTES TO
FINANCIAL STATEMENTS
December
31, 2008 and 2007
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of
Accounting: The accompanying financial statements of the Plan
have been prepared using the accrual basis of accounting and present the net
assets available for benefits and the changes in those net assets.
Adoption of New Accounting
Standards: In September 2006, the FASB issued Statement
No. 157, Fair Value
Measurements (FAS
157). This Statement defines fair value, establishes a framework for
measuring fair value, and expands disclosures about fair value
measurements. This Standard is effective for financial statements
issued for fiscal years beginning after November 15, 2007. In October
2008, the FASB issued Staff Position (FSP) 157-3, Determining the Fair Value of a
Financial Asset when the Market for That Asset Is Not
Active. This FSP clarifies the application of FAS 157 in a
market that is not active. The impact of adoption of these standards
as of January 1, 2008 was not material to the Plan’s net assets available for
benefits.
Effect of Newly Issued But
Not Yet Effective Accounting Standards: In April 2009,
the FASB issued Staff Position (FSP) No. 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset and Liability Have Significantly
Decreased and Identifying Transactions That are Not
Orderly. This FSP emphasizes that even if there has been a
significant decrease in the volume and level of activity, the objective of a
fair value measurement remains the same. Fair value is the price that
would be received to sell an asset or paid to transfer a liability in an orderly
transaction (that is, not a forced liquidation or distressed sale) between
market participants. The FSP provides a number of factors to consider
when evaluating whether there has been a significant decrease in the volume and
level of activity for an asset or liability in relation to normal market
activity. In addition, when transactions or quoted prices are not
considered orderly, adjustments to those prices based on the weight of available
information may be needed to determine the appropriate fair
value. The FSP also requires increased disclosures. This
FSP is effective for annual reporting periods ending after June 15, 2009, and
shall be applied prospectively. Plan management does not expect the
adoption to have a material effect on the Plan’s net assets available for
benefits or changes therein.
Investment Valuation and
Income Recognition: The Plan’s investments are reported at
fair value. Purchases and sales of securities are recorded on a
trade-date basis. Interest income is recorded on the accrual
basis. Dividends are recorded on the ex-dividend date.
FAS 157
defines fair value as the price that would be received by the Plan for an asset
or paid by the Plan to transfer a liability (an exit price) in an orderly
transaction between market participants on the measurement date in the Plan’s
principal or most advantageous market for the asset or liability. FAS
157 establishes a fair value hierarchy which requires the Plan to maximize the
use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. The hierarchy places the highest priority on
unadjusted quoted market prices in active markets for identical assets or
liabilities (level 1 measurements) and gives the lowest priority to unobservable
inputs (level 3 measurements). The three levels of inputs within the
fair value hierarchy are defined as follows:
PEAPACK-GLADSTONE
BANK
EMPLOYEES’
SAVINGS AND INVESTMENT PLAN
NOTES TO
FINANCIAL STATEMENTS
December
31, 2008 and 2007
NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
Level 1:
Quoted prices (unadjusted) for identical assets or liabilities in active markets
that the Plan has the ability to access as of the measurement date.
Level 2:
Significant other observable inputs other than level 1 prices such as quoted
prices for similar assets or liabilities; quoted prices in markets that are not
active; or other inputs that are observable or can be corroborated by observable
market data.
Level 3:
Significant unobservable inputs that reflect the Plan’s own assumptions about
the assumptions that market participants would use in pricing an asset or
liability.
In many
cases, a valuation technique used to measure fair value includes inputs from
multiple levels of the fair value hierarchy. The lowest level of significant
input determines the placement of the entire fair value measurement in the
hierarchy.
The
following descriptions of the valuation methods and assumptions used by the Plan
to estimate the fair values of investments apply to investments held directly by
the Plan.
Mutual funds: The
fair values of mutual fund investments are determined by obtaining quoted prices
on nationally recognized securities exchanges (level 1 inputs).
Company common
stock: The fair value of company common stock investment is
determined by obtaining quoted prices on nationally recognized stock exchanges
(level 1 inputs).
Investment
contract: The fair values of the investment contract has been
determined to approximate contract value, based upon the lack of contractual
maturity, the frequency of the re-setting of contractual interest rate to market
rate, the credit quality of the issuer, and the liquidity of the contract (level
3 inputs).
Participant
loans: Participant loans are reported at amortized cost, as
the fair value of the loans is not practicable to estimate due to restrictions
placed on the transferability of the loans.
The
methods described above may produce a fair value calculation that may not be
indicative of net realizable value or reflective of future fair
values. Furthermore, while the Plan believes its valuation methods
are appropriate and consistent with other market participants, the use
of different methodologies or assumptions to determine the fair value of
certain financial instruments could result in a different fair value measurement
at the reporting date.
PEAPACK-GLADSTONE
BANK
EMPLOYEES’
SAVINGS AND INVESTMENT PLAN
NOTES TO
FINANCIAL STATEMENTS
December
31, 2008 and 2007
NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
Investments
measured at fair value on a recurring basis are summarized below:
|
|
Fair
Value Measurements
|
|
|
|
at December 31, 2008 Using
|
|
|
|
Quoted
Prices in
|
|
|
Significant
|
|
|
|
|
|
|
Active
Markets
|
|
|
Other
|
|
|
Significant
|
|
|
|
for
Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Investments
(other than participant loans):
|
|
|
|
|
|
|
|
|
|
Peapack-Gladstone
Financial Corporation
|
|
|
|
|
|
|
|
|
|
Common
stock
|
|
$ |
3,281,598 |
|
|
$ |
- |
|
|
$ |
- |
|
Mutual
Funds
|
|
|
6,300,979 |
|
|
|
- |
|
|
|
- |
|
Investment
Contract with Insurance Company
|
|
|
- |
|
|
|
- |
|
|
|
2,050,721 |
|
The table
below presents a reconciliation of Plan investments measured at fair value on a
recurring basis using significant unobservable inputs (level 3) for the year
ended December 31, 2008, including the reporting classifications for the
applicable gains and losses included in the statement of changes in net assets
available for benefits:
|
Fair
Value Measurements Using Significant |
|
Unobservable Inputs (Level
3)
|
|
Investment
Contracts
|
|
|
|
|
Beginning
balance, January 1, 2008
|
|
$ |
489,011 |
|
Total
realized and unrealized gains or losses
|
|
|
|
|
included
in change in net assets available
|
|
|
|
|
for
benefits:
|
|
|
|
|
Interest
income
|
|
|
33,434 |
|
Net
realized and unrealized appreciation
|
|
|
|
|
(depreciation)
|
|
|
- |
|
Purchases,
sales, issuances and settlements (net)
|
|
|
1,710,447 |
|
Transfers
in and/or out of Level 3
|
|
|
(182,171 |
) |
|
|
|
|
|
Ending
balance, December 31, 2008
|
|
$ |
2,050,721 |
|
Included
in the Plan’s 2008 statement of changes in net assets available for benefits are
$33,434 of interest income and there was no unrealized appreciation
(depreciation) pertaining to level 3 investments that are still held by the Plan
as of December 31, 2008.
PEAPACK-GLADSTONE
BANK
EMPLOYEES’
SAVINGS AND INVESTMENT PLAN
NOTES TO
FINANCIAL STATEMENTS
December
31, 2008 and 2007
NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
Fully Benefit-Responsive
Investment Contracts: While Plan investments are presented at fair value
in the statement of net assets available for benefits, any material difference
between the fair value of the Plan’s direct and indirect interests in fully
benefit-responsive investment contracts and their contract value is presented as
an adjustment line in the statement of net assets available for benefits,
because contract value is the relevant measurement attribute for that portion of
the Plan’s net assets available for benefits. Contract value
represents contributions made to a contract, plus earnings, less participant
withdrawals and administrative expenses. Participants in fully
benefit-responsive contracts may ordinarily direct the withdrawal or transfer of
all or a portion of their investment at contract value. The Plan
holds a direct interest in a fully benefit-responsive contract. No
adjustments from fair value to contract value are presented in the statements of
net assets available for benefits, as the amounts of the adjustments have been
determined to be immaterial.
Administrative
Expenses: The majority of the administrative expenses are paid
by the Bank.
Estimates: The
preparation of financial statements in conformity with U.S generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures, and actual results could differ
from these estimates.
Risks and
Uncertainties: The Plan holds various
investment securities. Investment securities are exposed to various
risks such as interest rate, market, liquidity and credit risks. Due
to the level of risk associated with certain investment securities and the
sensitivity of certain fair value estimates to changes in valuation assumptions,
it is at least reasonably possible that changes in the fair values of investment
securities will occur in the near term and that such changes could materially
affect participant’s account balances and the amount reported in the statement
of net assets available for benefits
Concentration of Credit
Risk: At December 31, 2008 and 2007, approximately 27.8% and
32.9% of the Plan’s investments were invested in Peapack-Gladstone Financial
Corporation common stock.
NOTE
3 – RIGHTS UPON PLAN TERMINATION
Although
the Corporation has not expressed intent to terminate the Plan, it may do so at
any time by action of its board of directors subject to the provisions of
ERISA. If the Plan were terminated, however, all members of the Plan
would automatically become 100% vested in their fund balances.
PEAPACK-GLADSTONE
BANK
EMPLOYEES’
SAVINGS AND INVESTMENT PLAN
NOTES TO
FINANCIAL STATEMENTS
December
31, 2008 and 2007
NOTE
4 - INVESTMENTS
The
following presents investments that represent 5% or more of the Plan’s net
assets at December 31, 2008 or 2007:
|
|
2008
|
|
|
2007
|
|
Mutual
Funds:
|
|
|
|
|
|
|
Alger
Mid-Cap Growth Institutional
|
|
$ |
421,430 |
* |
|
$ |
524,070 |
|
American
Funds Europacific Fund
|
|
|
737,848 |
|
|
|
811,805 |
|
American
Funds Growth Fund of America
|
|
|
1,223,958 |
|
|
|
987,383 |
|
Davis
New York Venture Class – A
|
|
|
495,085 |
* |
|
|
889,227 |
|
Pimco
Total Return Fund
|
|
|
1,167,740 |
|
|
|
613,021 |
|
Van
Kampen Comstock
|
|
|
767,085 |
|
|
|
606,182 |
|
Van
Kampen Equity & Income
|
|
|
519,061 |
* |
|
|
585,661 |
|
Guaranteed
Income Fund
|
|
|
2,050,721 |
|
|
|
489,011 |
* |
|
|
|
|
|
|
|
|
|
Peapack-Gladstone
Financial Corporation
|
|
|
|
|
|
|
|
|
(the
plan sponsor) Common Stock
|
|
|
3,281,598 |
|
|
|
3,299,576 |
|
*
Investments do not exceed 5% of Plan assets as of December 31,
2008. They are shown here for comparative purposes only.
The
net depreciation in fair value of investments (including
gains and losses on investments bought and sold, as well as held during the
year) for the year ended December 31, 2008 is as follows:
|
|
Year
ended
|
|
|
|
December 31,
2008
|
|
|
|
|
|
Mutual
Funds
|
|
$ |
(2,414,968 |
) |
Peapack-Gladstone
Financial Corporation Common Stock
|
|
|
(269,240 |
) |
|
|
|
|
|
|
|
$ |
(2,684,208 |
) |
|
|
|
|
|
PEAPACK-GLADSTONE
BANK
EMPLOYEES’
SAVINGS AND INVESTMENT PLAN
NOTES TO
FINANCIAL STATEMENTS
December
31, 2008 and 2007
NOTE
5 - INVESTMENT CONTRACT WITH INSURANCE COMPANY
In 2006,
the Plan entered into a fully benefit-responsive group annuity contract with
Prudential Retirement Insurance & Annuity Company (“PRIAC”) by investing in
the PRIAC Guaranteed Income Fund. Prudential Retirement Insurance
& Annuity Company maintains the contributions in its general
account. The account is credited with earnings on the underlying
investments and charged for participant withdrawals and administrative
expenses. Participants may ordinarily direct the withdrawal or
transfer of all or a portion of their investments at contract
value. Contract value represents contributions made under the
contract, plus earnings, less participant withdrawals and administrative
expenses. There are no reserves against contract value for credit
risk of the Issuer or otherwise.
The
Plan’s investment contract specifies that generally there are not any events
that could limit the ability of the plan to transact at contract value paid
within 90 days or in rare circumstances, contract value paid over
time. There are not any events that allow the issuer to terminate the
contract and which require the plan sponsor to settle at an amount different
than contract value paid either within 90 days or over
time. Currently, management believes that the occurrence of an event
that would cause the Plan to transact contract distributions at less that
contract value is not probable.
The
crediting interest rate of the contract is based on an agreed-upon formula with
PRIAC, as defined in the contract agreement, but cannot be less than
1.5%. Such interest rates are reviewed on a semiannual basis for
resetting. The key factors that influence future interest crediting
rates could include the following: current economic and market
conditions; the level of market interest rates; and both the expected and actual
experience of a reference portfolio within PRIAC’s general
account. The resulting gain or loss in the fair value of the
investment contract relative to its contract value, if any, is reflected in the
Statement of Net Assets Available for Benefits as adjustment from fair value to
contract value for fully benefit-responsive investment contracts. No
adjustment amount is being reported as management has determined that there is
no difference between contract value and fair value of the contract as of
December 31, 2008 and 2007.
|
|
2008
|
|
|
2007
|
|
Average
yields:
|
|
|
|
|
|
|
Based
on annualized earnings (1)
|
|
|
3.35 |
% |
|
|
3.55 |
% |
Based
on interest rate credited to participants (2)
|
|
|
3.35 |
|
|
|
3.55 |
|
|
(1)
|
Computed
by dividing the annualized one-day actual earnings of the contract on the
last day of the Plan year by the fair value of the contract investments on
the same date.
|
|
(2)
|
Computed
by dividing the annualized one-day earnings credited to participants on
the last day of the Plan year by the fair value of the contract
investments on the same date.
|
PEAPACK-GLADSTONE
BANK
EMPLOYEES’
SAVINGS AND INVESTMENT PLAN
NOTES TO
FINANCIAL STATEMENTS
December
31, 2008 and 2007
NOTE
6 - TAX STATUS
The Plan
was designed under the Prudential Insurance Company of America Prototype Plan
and Trust. The Prototype Plan received a favorable tax opinion letter
dated June 3, 2004. The plan administrator believes that the Plan has
been designed to be a qualified plan as described in Section 401(a) of the
Internal Revenue Code (“IRC”), and thereunder exempt from payment of federal
income taxes under provisions of Section 501(a) of the IRC. The Plan
has been amended since the opinion letter was received. However, the
plan administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
NOTE
7 - PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest
are defined under Department of Labor regulations as any fiduciary of the Plan,
any party rendering service to the Plan, the employer, and certain
others. The Plan holds a guaranteed investment contract with
Prudential Retirement Insurance & Annuity Company, which is also the
custodian of the Plan. The Plan also holds shares of Peapack-Gladstone Financial
Corporation Common Stock, for which the number of shares and fair values were
123,183 and $3,281,598, and 133,343 and $3,299,576 as of December 31, 2008 and
2007. The Plan recognized dividend income of $83,697 during 2008 from
this related-party investment. Participant loans held by the Plan
also reflect party-in-interest transactions.
Certain
administrative functions are performed by officers or employees of the
Bank. No such officer or employee receives compensation from the
Plan. Some administrative expenses of the Plan are paid directly by
the Bank.
SUPPLEMENTAL
SCHEDULE
PEAPACK-GLADSTONE
BANK
EMPLOYEES’
SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4(i) – SCHEDULE OF
ASSETS (HELD AT END OF YEAR)
December
31, 2008
Plan
Sponsor: Peapack–Gladstone Financial Corporation
Employer
Identification Number: 22-2491488
Plan
Number: 002
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
Description
of Investment,
|
|
|
|
|
|
|
|
|
(b)
|
Including
Maturity Date,
|
|
|
|
|
(e)
|
|
|
|
Identity
of Issuer, Borrower,
|
Rate
of Interest,
|
|
(d)
|
|
|
Current
|
|
(a)
|
|
Lessor, or Similar
Party
|
Par, or Maturity
Value
|
|
Cost
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Peapack-Gladstone
Financial
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
Common
stock
|
|
|
# |
|
|
$ |
3,281,598 |
|
|
|
|
|
123,183.1257
shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash-interest
bearing
|
|
|
|
# |
|
|
|
72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual
funds
|
|
|
|
|
|
|
|
|
|
|
|
|
Alger
|
Alger
Mid-Cap Growth Institutional
|
|
|
|
|
|
|
|
|
|
|
|
|
53,481.0190
shares
|
|
|
# |
|
|
|
421,430 |
|
|
|
|
American
Funds
|
American
Funds Europacific Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
26,772.3983
shares
|
|
|
# |
|
|
|
737,848 |
|
|
|
|
American
Funds
|
American
Funds Growth Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
of
America
|
|
|
|
|
|
|
|
|
|
|
|
|
60,592.0056
shares
|
|
|
# |
|
|
|
1,223,958 |
|
|
|
|
Davis
|
Davis
Opportunity Fund Class - A
|
|
|
|
|
|
|
|
|
|
|
|
|
1,130.6380
shares
|
|
|
# |
|
|
|
15,739 |
|
|
|
|
Davis
|
Davis
New York Venture Class - A
|
|
|
|
|
|
|
|
|
|
|
|
|
20,960.4231
shares
|
|
|
# |
|
|
|
495,085 |
|
|
|
|
Dryden
|
Dryden
Stock Index Fund Class - Z
|
|
|
|
|
|
|
|
|
|
|
|
|
458.8161
shares
|
|
|
# |
|
|
|
9,071 |
|
|
|
|
Goldman
Sachs
|
Goldman
Sachs High Yield
|
|
|
|
|
|
|
|
|
|
|
|
|
41,167.5468
shares
|
|
|
# |
|
|
|
207,896 |
|
|
|
|
Goldman
Sachs
|
Goldman
Sachs Mid-Cap Value
|
|
|
|
|
|
|
|
|
|
|
|
|
2,342.2899
shares
|
|
|
# |
|
|
|
51,671 |
|
|
|
|
Goldman
Sachs
|
Goldman
Sachs Small-Cap Value
|
|
|
|
|
|
|
|
|
|
|
|
|
14,810.1935
shares
|
|
|
# |
|
|
|
366,700 |
|
|
|
|
Legg
Mason
|
Legg
Mason Small Cap Growth
|
|
|
|
|
|
|
|
|
|
|
|
|
13,125.2104
shares
|
|
|
# |
|
|
|
126,527 |
|
|
|
|
Oppenheimer
|
Oppenheimer
Small & Mid-Cap Value
|
|
|
|
|
|
|
|
|
|
|
|
|
10,400.8457
shares
|
|
|
# |
|
|
|
191,168 |
|
|
|
|
Pacific
Investment Management Co.
|
Pimco
Total Return Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
115,161.7193
shares
|
|
|
# |
|
|
|
1,167,740 |
|
(Continued)
PEAPACK-GLADSTONE
BANK
EMPLOYEES’
SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4(i) – SCHEDULE OF
ASSETS (HELD AT END OF YEAR)
December
31, 2008
Plan
Sponsor: Peapack–Gladstone Financial Corporation
Employer
Identification Number: 22-2491488
Plan
Number: 002
|
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
Description
of Investment,
|
|
|
|
|
|
|
|
|
|
(b)
|
|
Including
Maturity Date,
|
|
|
|
|
|
(e)
|
|
|
|
Identity
of Issuer, Borrower,
|
|
Rate
of Interest,
|
|
|
(d)
|
|
|
Current
|
|
(a)
|
|
Lessor, or Similar
Party
|
|
Par, or Maturity
Value
|
|
|
Cost
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
Van
Kampen
|
|
Van
Kampen Comstock
|
|
|
|
|
|
|
|
|
|
|
|
70,699.1020
shares
|
|
|
|
# |
|
|
$ |
767,085 |
|
|
|
Van
Kampen
|
|
Van
Kampen Equity & Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,101.9528
shares
|
|
|
|
# |
|
|
|
519,061 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,300,979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
contract
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Prudential
Insurance Co. of America
|
|
Guaranteed
Income Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreement
No: GA-39867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.45% |
|
|
|
# |
|
|
|
2,050,721 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant
loans
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Participant
Loan Fund
|
|
5.00%
to 9.25%
|
|
|
|
# |
|
|
|
175,269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
$ |
11,808,639 |
|
*
|
A
party-in-interest, as defined by
ERISA.
|
#
|
Investments
are participant directed and therefore cost information is not
presented.
|
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
hereunder duly authorized.
|
Peapack
Gladstone Bank Employee Savings and Investment Plan
|
|
|
|
Dated:
|
June
30, 2009
|
|
|
|
|
|
By:
|
|
|
|
|
/s/
Craig C. Spengeman
|
|
Exhibit Index
Exhibit Number
|
|
Document
|
|
|
|
Exhibit 23.1
|
|
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
|
|
21.