8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2009

Park National Corporation
(Exact name of registrant as specified in its charter)

Ohio	1-13006	31-1179518
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

50 North Third Street, P.O. Box 3500, Newark, Ohio	43058-3500
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (740) 349-8451

Not Applicable

(Former name or former address if changed since last report.)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 — Entry into a Material Definitive Agreement.

On October 27, 2009, Park National Corporation (“Park”) entered into securities purchase agreements with certain institutional investors, pursuant to which Park agreed to sell, in a registered direct public offering an aggregate of 500,000 common shares, Series A Common Share Warrants, which are exercisable within six months of the closing date, to purchase up to an aggregate of 250,000 common shares (the “Series A Warrants”), and Series B Common Share Warrants, which are exercisable within 12 months of the closing date, to purchase up to an aggregate of 250,000 common shares (the “Series B Warrants” and, collectively with the Series A Warrants, the “Warrants”) for total gross proceeds of $30.8 million. The purchase price for each Common Share together with one-half of a Series A Warrant and one-half of a Series B Warrant is $61.59 (the “Per Share Purchase Price”), which was the closing price of Park’s common shares on October 26, 2009. The purchase price for each Common Share with no Warrants is $60.00. The purchase price for a combination of one-half of a Series A Warrant and one-half of a Series B Warrant is $1.59. Each Warrant entitles the investor to purchase one common share at $67.75, or 110% of the Per Share Purchase Price, subject to anti-dilution provisions that require adjustment to reflect stock dividends and splits, pro-rata distributions, certain cash dividends and certain fundamental transactions. The closing of the offering is expected to take place no later than November 2, 2009, subject to the satisfaction of customary closing conditions.

The common shares, Series A Warrants, Series B Warrants and common shares issuable upon exercise of the Warrants will be issued pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) in connection with a takedown from Park’s shelf registration on Form S-3 (Registration File No. 333-159454), which was declared effective by the SEC on May 22, 2009.

One investor has agreed to purchase 460,000 common shares at a price of $60.00 per share, with no Warrants, for a total purchase price of $27,600,000. Another investor has agreed to purchase 40,000 common shares, together with Series A Warrants to purchase an aggregate of 20,000 common shares and Series B Warrants to purchase an aggregate of 20,000 common shares at $61.59 Per Share Purchase Price, for a total purchase price of $2,463,600. A third investor agreed to purchase Series A Warrants to purchase an aggregate of 230,000 common shares and Series B Warrants to purchase an aggregate of 230,000 common shares, for a total purchase price of $731,400.

On October 28, 2009, Park issued a news release announcing the offering. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01 — Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on October 28, 2009 announcing agreements for direct placement of $30.8 million in capital.

[Remainder of page intentionally left blank;
signature on following page.]

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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.

	PARK NATIONAL CORPORATION
Dated: October 28, 2009	By:	/s/ John W. Kozak
		John W. Kozak
		Chief Financial Officer

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INDEX TO EXHIBITS

Current Report on Form 8-K
Dated October 28, 2009

Park National Corporation

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on October 28, 2009 announcing agreements for direct placement of $30.8 million in capital.

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EX-99.1

Exhibit 99.1

October 28, 2009

Park National Corporation announces $30.8 million capital raise

NEWARK, Ohio — Park National Corporation (Park) (NYSE Amex: PRK) has entered into agreements with institutional investors for a direct sale of an aggregate 500,000 common shares and warrants (described below). Gross proceeds from the sale of the common shares and warrants total $30.8 million or $61.59 per share. Park’s closing stock price was $61.59 per share on October 26, 2009 and $61.70 on October 27, 2009. The closing of the offering is expected to take place on November 2, 2009.

As part of the agreements announced today, the Park warrants are exercisable for an additional 500,000 common shares with an exercise price of $67.75 per share, or 110 percent of the price per share at which the initial $30.8 million was sold. The Series A warrants expire six months after the closing date and the Series B warrants expire 12 months after the closing date. The common shares, the warrants and the common shares underlying the warrants are to be issued under Park’s shelf registration statement.

“I am pleased that we were able to raise this capital without selling our stock at a large discount to the current market price. Our outstanding financial performance in Ohio is attractive to investors and as a result the investors were interested in purchasing warrants with an exercise price of $67.75 per share,” said Park Chairman C. Daniel DeLawder.

Already a well-capitalized bank holding company, Park will use the proceeds from this direct sale for general corporate purposes and to take advantage of strategic opportunities that may arise. General corporate purposes include acquisition opportunities, capital expenditures, investments in or loans to subsidiaries, payment or refinancing of debt, and partial or complete repayment of Park’s financial commitments in the U.S. government’s TARP Capital Purchase Program.

Park continues to consider other capital-raising alternatives, including the sale of subordinated debentures by either or both Park National Corporation and The Park National Bank, as well as continued sales of common stock through the At-the-Market (ATM) offering announced May 27, 2009.

In addition to the direct sale, Park sold 288,272 common shares through the ATM offering at an average price of $60.83 (as of September 30, 2009). Net of all selling and due diligence expenses, the ATM offering generated additional capital of $16.7 million. Park will limit future sales of common stock under the ATM offering to $24 million.

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM), acted as the exclusive placement agent for the direct sale transaction.

Total assets for Park were $7.0 billion as of September 30, 2009. Headquartered in Newark, Ohio, Park consists of 13 community bank divisions and two specialty finance companies. Park’s Ohio-based banking operations are conducted through Park subsidiary The Park National Bank and its divisions which include Fairfield National Bank, Richland Bank, Century National Bank, First-Knox National Bank, Farmers and Savings Bank, United Bank, Second National Bank, Security National Bank, Unity National Bank and The Park National Bank of Southwest Ohio & Northern Kentucky. Park’s other banking subsidiary is Vision Bank (headquartered in Panama City, Florida), and its Vision Bank Division (of Gulf Shores, Alabama). Park also includes Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance) and Guardian Finance Company.

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Media Contacts: Bethany Lewis, Communications Specialist, 740.349.0421 or blewis@parknationalbank.com
John Kozak, CFO, 740.349.3792 or jkozak@parknationalbank.com

Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com