-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BsvGoL/T6PsS8/E8Byep+BylYqsii1CPksOBUu7NKbmWzFdQ2w7TYyRYgpM3BAEh sNQzq0Iqd7F3UMbNNKJ3aQ== 0000950152-02-005024.txt : 20020626 0000950152-02-005024.hdr.sgml : 20020626 20020626141745 ACCESSION NUMBER: 0000950152-02-005024 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARK NATIONAL CORP /OH/ CENTRAL INDEX KEY: 0000805676 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 311179518 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13006 FILM NUMBER: 02687621 BUSINESS ADDRESS: STREET 1: 50 NORTH THIRD ST CITY: NEWARK STATE: OH ZIP: 43055 BUSINESS PHONE: 6143498451 MAIL ADDRESS: STREET 1: P O BOX 3500 CITY: NEWARK STATE: OH ZIP: 43058-3500 11-K 1 l94973ae11vk.txt PARK NATIONAL CORPORATION 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ___________ Commission file number 333-91178 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Park National Corporation Employees Stock Ownership Plan (formerly known as Park National Corporation Employees Voluntary Salary Deferral Plan and Trust) B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Park National Corporation 50 North Third Street Newark, Ohio 43055 REQUIRED INFORMATION The following financial statements and supplemental schedule for the Park National Corporation Employees Stock Ownership Plan (formerly known as the Park National Corporation Employees Voluntary Salary Deferral Plan and Trust) are being filed herewith: AUDITED FINANCIAL STATEMENTS: Report of Independent Auditors - Ernst & Young LLP Statements of Net Assets Available for Benefits at December 31, 2001 and 2000 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2001 and 2000 Notes to Financial Statements - December 31, 2001 Independent Auditors' Report - Jones, Cochenour & Co. SUPPLEMENTAL SCHEDULE: Schedule of Assets Held for Investment Purposes as of December 31, 2001 The following exhibits are being filed herewith: EXHIBIT NO. DESCRIPTION 23.1 Consent of Ernst & Young LLP 23.2 Consent of Jones, Cochenour & Co. 2 Report of Independent Auditors Executive Committee of the Board of Directors Park National Corporation We have audited the accompanying statements of net assets available for benefits of the Park National Corporation Employees Voluntary Salary Deferral Plan and Trust as of December 31, 2001, and the related statement of changes in net assets available for benefits for the year then ended. 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 audit. The financial statements of the Park National Corporation Employees Voluntary Salary Deferral Plan and Trust for the year ended December 31, 2000, were audited by other auditors whose report dated September 28, 2001, expressed an unqualified opinion on those statements. We conducted our audit in accordance with auditing standards generally accepted in the 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the 2001 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2001 and the changes in its net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States. 3 Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule of assets held for investment purposes 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 our audit of the basic financial statements, and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Columbus, Ohio May 20, 2002 4 Park National Corporation Employees Voluntary Salary Deferral Plan and Trust Statements of Net Assets Available for Benefits
DECEMBER 31, 2001 2000 ------------------------- ASSETS Cash and cash equivalents $ 112,932 $ 44,418 Investments: Park National Corporation Common Stock 30,034,027 26,842,393 Mutual Funds 6,758,907 7,417,402 Certificates of Deposit, issued by Park National Corporation bank affiliates 2,274,699 2,207,469 ----------- ----------- 39,067,633 36,467,264 Contributions receivable: Employer 938,455 864,246 Employee -- 4,049 ----------- ----------- 938,455 868,295 Accrued interest and dividends 275,346 -- Receivable from Security Banc Corporation 401(k) Plan 12,633,172 -- ----------- ----------- Net assets available for benefits $53,027,538 $37,379,977 =========== ===========
See accompanying notes. 5 Park National Corporation Employees Voluntary Salary Deferral Plan and Trust Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31, 2001 2000 ----------------------------- Additions Investment Income: Net realized and unrealized appreciation/(depreciation) in fair value of investments $ 278,794 $ (2,852,580) Interest and dividends 1,423,833 1,055,919 ------------ ------------ 1,702,627 (1,796,661) Contributions: Employer 959,826 868,684 Employee 2,081,147 2,008,932 ------------ ------------ 3,040,973 2,877,616 Plan Merger - Second National Bank and United Bank, N.A -- 5,366,412 Plan Merger - Security Banc Corporation 12,633,172 -- ------------ ------------ Total additions 17,376,772 6,447,367 Deductions: Benefit payments to participants 1,729,211 1,594,741 ------------ ------------ Net increase in net assets available for benefits 15,647,561 4,852,626 Net assets available for benefits at beginning of year 37,379,977 32,527,351 ------------ ------------ Net assets available for benefits at end of year $ 53,027,538 $ 37,379,977 ============ ============
See accompanying notes. 6 Park National Corporation Employees Voluntary Salary Deferral Plan and Trust Notes to Financial Statements December 31, 2001 1. DESCRIPTION OF THE PLAN The following description of the Park National Corporation Employees Voluntary Salary Deferral Plan (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 defined contribution plan covering all full-time employees of Park National Corporation and subsidiaries (Park) who have one year of service and are age twenty-one or older. It is subject to the provision of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS Each year, participants may contribute up to 14% of their pretax annual compensation, as defined in the Plan. Participants may also contribute rollover amounts representing distributions from other qualified defined contribution plans. The maximum salary deferral permitted by the Internal Revenue Code (Code) for both 2001 and 2000 was $10,500. Park provides a matching contribution at a level established annually by Park. For 2001 and 2000, Park matched 20% of officers' contributions and 40% of non-officers' contributions. If the participant chooses the option of investing in Park National Corporation stock, Park will match 50% of the contributions for both officers and non-officers. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's salary deferral and allocation of Park's contribution and Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. VESTING Participants' accounts are 100% vested at all times. 7 Park National Corporation Employees Voluntary Salary Deferral Plan and Trust Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) INVESTMENT OPTIONS Upon enrollment in the Plan, a participant may direct both employee and employer contributions in any of nine investment options: Park National Corporation Common Stock - Funds are invested in common stock of Park National Corporation. Bank Certificates of Deposit - Funds are invested in Certificates of Deposit issued by The Park National Bank, The Richland Trust Company, and The Second National Bank and Trust Co. Vanguard Institutional Index Fund - Funds are invested in shares of a mutual fund that invests mainly in common stocks tracked by the Standard and Poor's 500 stock index. Vanguard Short-Term Corporate Fund - Funds are invested in shares of a mutual fund that invests mainly in short-term corporate bonds. Vanguard Growth Index Fund - Funds are invested in shares of a mutual fund that invests mainly in common stocks. Vanguard Institutional Extended Market Fund - Funds are invested in shares of a mutual fund that invests mainly in common stocks of companies of medium capitalization. Vanguard Balanced Index Fund - Funds are invested in shares of a mutual fund that invests mainly in a mix of common stocks, debt investments and cash equivalents. Vanguard Total International Stock Index Fund - Funds are invested in shares of a mutual fund that invests wholly in common stocks of companies located outside of the United States of America. 8 Park National Corporation Employees Voluntary Salary Deferral Plan and Trust Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) INVESTMENT OPTIONS (CONTINUED) Vanguard Intermediate-Term Bond Index Fund - Funds are invested in shares of a mutual fund that invests mainly in intermediate term debt instruments of the United States government and domestic corporations. Participants may change their investment options quarterly. PAYMENTS OF BENEFITS On termination of service and before age 59 1/2, a participant may elect to receive either a lump sum or rollover amount equal to the value of his or her account. After age 59 1/2, a participant may elect lump sum, rollover, or installments over a period certain not to exceed the participant's (and his designated beneficiary's) life expectancy. 2. SUMMARY OF ACCOUNTING POLICIES BASIS OF PRESENTATION The financial statements of the Plan are prepared on the accrual basis. VALUATION OF INVESTMENTS Investments are stated at fair value. Park common stock is valued at its quoted market price. Shares of mutual funds are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. ADMINISTRATIVE EXPENSES All administrative expenses charged to the Plan are borne by Park. Trustee fees for the Plan are waived each year. Park also provides other accounting and administrative services to the Plan. 9 Park National Corporation Employees Voluntary Salary Deferral Plan and Trust Notes to Financial Statements (continued) 2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED) USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of investment income and expenses during the reporting period. Actual results could differ from those estimates. RECLASSIFICATIONS Certain amounts in the prior year financial statements have been reclassified to conform with the current year presentation. These reclassifications had no effect on net assets available for benefits as previously reported. 3. PLAN MERGER On November 20, 2000, Security Banc Corporation (Security) entered into an agreement and plan of merger with Park. The corporate merger was completed on March 23, 2001 and the Security Banc Corporation 401(k) Profit Sharing Savings Plan (the Security Plan) was merged into the Plan as of December 31, 2001. Participants previously eligible for the Security Plan were immediately eligible to participate in the Plan. As a result of the merger, cash of $4,958,851 and shares of Park National Corporation common stock (Ticker Symbol PRK) with a market value of $7,674,321, totaling $12,633,172 were transferred to the Plan on January 2, 2002 which is reflected as a receivable at December 31, 2001. During the Plan year ended December 31, 2000, Park acquired Second National Bank and United Bank, N.A. The Second National Bank Employees Retirement Plan (a 401(k) plan) (Second) and the United Bank, N.A. 401(k) Profit Sharing Retirement Plan (United) were merged into the Plan. United and Second transferred $1,981,695 and $3,384,717, respectively, into the Plan. 4. PLAN TERMINATION Although Park has not expressed any intent to do so, it has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. 10 Park National Corporation Employees Voluntary Salary Deferral Plan and Trust Notes to Financial Statements (continued) 5. INVESTMENTS The Plan's investments are held in trust by The Park National Bank, a wholly owned subsidiary of Park. The Plan's investments (including investments bought and sold as well as held during the year) appreciated (depreciated) in fair value during the years ended December 31, 2001 and 2000 as follows: DECEMBER 31, 2001 2000 --------------------------------- Park National Corporation Common Stock $1,073,064 $(1,828,916) Vanguard Institutional Index Fund (518,500) (475,014) Vanguard Short-Term Corporate Fund 13,260 12,087 Vanguard Growth Index Fund (94,027) (213,018) Vanguard Institutional Extended Market Fund (76,923) (241,107) Vanguard Balanced Index Fund (48,473) (58,897) Vanguard Total International Stock Index Fund (76,312) (57,941) Vanguard Intermediate-Term Bond Index Fund 6,705 10,226 -------------- ------------------ $ 278,794 $(2,852,580) ============== ================== The following table represents the fair value of those investments that represent 5 percent or more of the Plan's net assets available for benefits as of December 31, 2001 and 2000: DECEMBER 31, 2001 2000 --------------- -------------- Park National Corporation Common Stock $30,034,027 $26,842,393 Vanguard Institutional Index 500 Portfolio Fund 3,359,456 3,966,085 --------------- -------------- $33,393,483 $30,808,478 =============== ============== 6. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated January 3, 1994, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. However, subsequent to the issuance of the favorable determination letter, the Plan has been amended. 11 Park National Corporation Employees Voluntary Salary Deferral Plan and Trust Notes to Financial Statements (continued) 6. INCOME TAX STATUS (CONTINUED) The Plan believes the Plan, as amended, is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 7. PARTY IN INTEREST The Plan held the following party-in-interest investments (at fair value): DECEMBER 31, 2001 2000 Park National Corporation Common Stock $30,034,027 $26,842,393 Costs and expenses incurred in administering the Plan paid by Park, including brokerage commissions and trustee fees in connection with each purchase of securities, totaled $105,446 and $94,633 for 2001 and 2000, respectively. 8. SUBSEQUENT EVENT Effective January 1, 2002, the Plan was amended and restated to become a KSOP plan that invests in Park National Corporation Common Stock. The Plan is unleveraged and all new contributions (both employer and employee) will be deposited to Park National Corporation Common Stock only. Participants have the ability to diversify their investments upon reaching age 55. The Plan has changed its name from Park National Corporation Employees Voluntary Salary Deferral Plan and Trust to Park National Corporation Employees Stock Ownership Plan. All other provisions of the Plan remain the same. 12 [JONES, COCHENOUR & CO. LOGO] INDEPENDENT AUDITORS' REPORT TO THE TRUSTEES PARK NATIONAL CORPORATION EMPLOYEES VOLUNTARY SALARY DEFERRAL PLAN AND TRUST NEWARK, OHIO WE HAVE AUDITED THE ACCOMPANYING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS OF THE PARK NATIONAL CORPORATION EMPLOYEES VOLUNTARY SALARY DEFERRAL PLAN AND TRUST AS OF DECEMBER 31, 2000, AND THE RELATED STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2000. 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 AUDIT. WE CONDUCTED OUR AUDIT IN ACCORDANCE WITH AUDITING STANDARDS GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA. 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 STATEMENTS PRESENTATION. WE BELIEVE THAT OUR AUDIT PROVIDES A REASONABLE BASIS FOR OUR OPINION. IN OUR OPINION, THE FINANCIAL STATEMENTS, REFERRED TO ABOVE, OF THE PARK NATIONAL CORPORATION EMPLOYEES VOLUNTARY SALARY DEFERRAL PLAN AND TRUST AS OF DECEMBER 31, 2000, AND FOR THE YEAR THEN ENDED PRESENT FAIRLY, IN ALL MATERIAL RESPECTS, THE FINANCIAL STATUS OF THE PARK NATIONAL CORPORATION EMPLOYEES VOLUNTARY SALARY DEFERRAL PLAN AND TRUST AS OF DECEMBER 31, 2000, AND CHANGES IN ITS FINANCIAL STATUS FOR THE YEAR THEN ENDED IN CONFORMITY WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA. /S/ JONES, COCHENOUR & CO. JONES, COCHENOUR & CO. SEPTEMBER 28, 2001 Park National Corporation Employees Voluntary Salary Deferral Plan and Trust SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SCHEDULE H, LINE 4(I) DECEMBER 31, 2001
EIN 31-1179518 Plan 002 DESCRIPTION OF INVESTMENT UNITS MARKET VALUE Common stock: Park National Corporation Common Stock 323,817 $ 30,034,027 -------------- Total common stock: 30,034,027 Mutual funds: Vanguard Institutional Index Fund 32,028 3,359,456 Vanguard Short-Term Corporate Fund 80,577 871,844 Vanguard Growth Index Fund 23,959 632,763 Vanguard Institutional Extended Market Fund 23,968 553,410 Vanguard Intermediate-Term Bond Index Fund 28,530 293,286 Vanguard Balanced Index Fund 42,849 765,287 Vanguard Total International Stock Index Fund 30,481 282,860 -------------- Total mutual funds: 6,758,907 Certificates of Deposit, issued by Park National Corporation bank affiliates: The Park National Bank 1,320,677 1,320,677 The Second National Bank and Trust Co. 359,802 359,802 The Richland Trust Company 594,220 594,220 -------------- Total certificates of deposit, issued by Park National Corporation affiliates: 2,274,699 Total Assets Held for Investment at Year End: $ 39,067,633 ==============
SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, 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 hereunto duly authorized. PARK NATIONAL CORPORATION EMPLOYEES STOCK OWNERSHIP PLAN (formerly known as Park National Corporation Employees Voluntary Salary Deferral Plan and Trust) By THE PARK NATIONAL BANK, Trustee Date: June 26, 2002 By: /s/ Stuart N. Parsons ----------------------------------- Printed Name: Stuart N. Parsons ------------------- Title: Senior Vice President ---------------------------------- 15 PARK NATIONAL CORPORATION EMPLOYEES STOCK OWNERSHIP PLAN (formerly known as Park National Corporation Employees Voluntary Salary Deferral Plan and Trust) ANNUAL REPORT ON FORM 11-K FOR FISCAL YEAR ENDED DECEMBER 31, 2001 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION 23.1 Consent of Ernst & Young LLP 23.2 Consent of Jones, Cochenour & Co. 16 EX-23.1 3 l94973aexv23w1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Park National Corporation Employees Stock Ownership Plan, formerly known as the Park National Corporation Employees Voluntary Salary Deferral Plan and Trust, of our report dated May 20, 2002, with respect to the financial statements and schedule of the Park National Corporation Employees Voluntary Salary Deferral Plan and Trust included in this Annual Report (Form 11-K) for the year then ended December 31, 2001. /s/ Ernst & Young LLP Columbus, Ohio June 26, 2002 EX-23.2 4 l94973aexv23w2.txt EXHIBIT 23.2 [JONES, COCHENOUR & CO. LOGO] Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS AS INDEPENDENT PUBLIC ACCOUNTANTS, WE CONSENT TO THE INCORPORATION BY REFERENCE IN THE REGISTRATION STATEMENT (FORM S-8) FILED PERTAINING TO THE PARK NATIONAL CORPORATION EMPLOYEES STOCK OWNERSHIP PLAN, FORMERLY KNOWN AS THE PARK NATIONAL CORPORATION EMPLOYEES VOLUNTARY SALARY DEFERRAL PLAN AND TRUST OF OUR REPORT DATED SEPTEMBER 28, 2001, WITH RESPECT TO THE FINANCIAL STATEMENTS OF THE PARK NATIONAL CORPORATION EMPLOYEES VOLUNTARY SALARY DEFERRAL PLAN AND TRUST AS OF DECEMBER 31, 2000, AND FOR THE YEAR THEN ENDED, INCLUDED IN THIS ANNUAL REPORT ON FORM 11-K FOR THE YEAR ENDED DECEMBER 31, 2001. /S/ JONES, COCHENOUR & CO. JONES, COCHENOUR & CO. JUNE 26, 2002 -----END PRIVACY-ENHANCED MESSAGE-----