-----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, JdxmQl7QdMY8W0EUP6MtJgxwQHNs1DJgep6lZxq7c50zWk5lHNdttB2iIbCmGbKx HkreWCzqaIWIHOGmUzWOpw== 0000950152-03-006377.txt : 20030626 0000950152-03-006377.hdr.sgml : 20030626 20030626114548 ACCESSION NUMBER: 0000950152-03-006377 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030626 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: 03757950 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 l01651ae11vk.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, 2002 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 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 schedules for the Park National Corporation Employees Stock Ownership Plan are being filed herewith: Audited Financial Statements: Report of Independent Auditors - Ernst & Young LLP Statements of Net Assets Available for Benefits at December 31, 2002 and 2001 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31 2002 and 2001 Notes to Financial Statements - December 31, 2002 Supplemental Schedules: Schedule of Assets Held for Investment Purposes, Schedule H, Line 4(i) - December 31, 2002 Schedule of Reportable Transactions, Schedule H, Line 4(j) - December 31, 2002 The following exhibits are being filed herewith: Exhibit No. Description 23.1 Consent of Ernst & Young LLP 99.1 Certification Pursuant to Title 18, United States Code, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -2- 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 By THE PARK NATIONAL BANK, Trustee Date: June 26, 2003 By: /s/ Stuart N. Parsons ---------------------------------------- Printed Name: Stuart N. Parsons Title: Senior Vice President -3- Audited Financial Statements And Supplemental Schedules Park National Corporation Employees Stock Ownership Plan Years ended December 31, 2002 and 2001 with Report of Independent Auditors Park National Corporation Employees Stock Ownership Plan Audited Financial Statements Years ended December 31, 2002 and 2001 CONTENTS Audited Financial Statements Report of Independent Auditors............................................... 1 Statements of Net Assets Available for Benefits.............................. 2 Statements of Changes in Net Assets Available for Benefits................... 3 Notes to Financial Statements................................................ 4 Supplemental Schedules Schedule H, Line 4(i) - Assets Held for Investment Purposes.................. 9 Schedule H, Line 4(j) - Reportable Transactions.............................. 10 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 Stock Ownership Plan (the Plan) as of December 31, 2002 and 2001, and the related statements 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 audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audits 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 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 at December 31, 2002 and 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. Our audits were 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 and schedule of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are 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 schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements, and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Columbus, Ohio May 30, 2003 1 Park National Corporation Employees Stock Ownership Plan Statements of Net Assets Available for Benefits DECEMBER 31, 2002 2001 ---------------------------- ASSETS Cash and cash equivalents $ 263,188 $ 112,932 Investments: Park National Corporation Common Stock 44,070,827 30,034,027 Mutual Funds 8,992,444 6,758,907 Certificates of Deposit, issued by Park National Corporation bank affiliates 3,284,643 2,274,699 ---------------------------- 56,347,914 39,067,633 Contributions receivable: Employer 900 938,455 Employee -- -- ---------------------------- 900 938,455 Accrued interest and dividends 429,390 275,346 Receivable from Security Banc Corporation 401(k) Profit Sharing Savings Plan -- 12,633,172 ---------------------------- 429,390 12,908,518 ---------------------------- Net assets available for benefits $57,041,392 $53,027,538 ============================ See accompanying notes. 2 Park National Corporation Employees Stock Ownership Plan Statements of Changes in Net Assets Available for Benefits YEAR ENDED DECEMBER 31, 2002 2001 ----------------------------- Additions Investment Income: Net realized and unrealized appreciation in fair value of investments $ 657,835 $ 278,794 Interest and dividends 1,745,932 1,423,833 ----------------------------- 2,403,767 1,702,627 Contributions: Employer 1,378,751 959,826 Employee 3,081,381 2,081,147 ----------------------------- 4,460,132 3,040,973 Plan Merger - Security Banc Corporation -- 12,633,172 ----------------------------- Total additions 6,863,899 17,376,772 Deductions: Benefit payments to participants 2,850,045 1,729,211 ----------------------------- Net increase in net assets available for benefits 4,013,854 15,647,561 Net assets available for benefits at beginning of year 53,027,538 37,379,977 ----------------------------- Net assets available for benefits at end of year $57,041,392 $53,027,538 ============================= See accompanying notes. 3 Park National Corporation Employees Stock Ownership Plan Notes to Financial Statements December 31, 2002 1. DESCRIPTION OF THE PLAN The following description of the Park National Corporation Employees Stock Ownership 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 defined contribution plan covering full-time or part-time employees of Park National Corporation and subsidiaries (Park) who have one year of service, age twenty-one or older, and worked at least 1,000 hours. It is subject to the provision of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS Each year, participants may contribute up to 25% 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 2002 and 2001 was $11,000 and $10,500. Park provides a matching contribution at a level established annually by Park. For 2002, Park matched 50% up to the first 15% of compensation. In 2001, up to the first 14% of compensation, Park matched 20% of officers' contributions and 40% of non-officers' contributions in investments other than Park National Corporation common stock. The match was 50% for officers and non-officers for investments in Park National Corporation common stock. 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. 4 Park National Corporation Employees Stock Ownership Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) 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. KSOP 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 used to purchase 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. 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 National Corporation 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. 5 Park National Corporation Employees Stock Ownership Plan Notes to Financial Statements (continued) 2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED) 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. 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 December 31, 2001, Security Banc Corporation 401(k) Profit Sharing Savings Plan (the Security Plan) 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. 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. 6 Park National Corporation Employees Stock Ownership Plan 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 National Corporation. 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, 2002 and 2001 as follows:
DECEMBER 31, 2002 2001 ---------------------------- Park National Corporation Common Stock $ 2,619,639 $ 1,073,064 Vanguard Institutional Index 500 Portfolio Fund (1,415,297) (518,500) Vanguard Fixed-Income Securities Short-term Corporate Fund (2,283) 13,260 Vanguard Growth Index Fund (164,082) (94,027) Vanguard Institutional Extended Market Fund (172,638) (76,923) Vanguard Balanced Index Fund (149,758) (48,473) Vanguard Total International Stock Index Fund (95,997) (76,312) Vanguard Intermediate-Term Bond Index Fund 38,251 6,705 ---------------------------- $ 657,835 $ 278,794 ============================
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, 2002 and 2001: DECEMBER 31, 2002 2001 --------------------------- Park National Corporation Common Stock $44,070,827 $30,034,027 Vanguard Institutional Index 500 Portfolio Fund 4,439,862 3,359,456 --------------------------- $48,510,689 $33,393,483 =========================== 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. The Plan has requested a new determination letter from the Internal Revenue Service. 7 Park National Corporation Employees Stock Ownership Plan Notes to Financial Statements (continued) 6. INCOME TAX STATUS (CONTINUED) The Plan administrator 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, 2002 2001 ------------------------------- Park National Corporation Common Stock $44,070,827 $30,034,027 Costs and expenses incurred in administering the Plan are paid by Park, which totaled $101,689 and $105,446 for 2002 and 2001, respectively. 8. FORM 5500 RECONCILIATION Net assets available for benefits do not agree to the Form 5500 for 2002 and 2001. The Form 5500 total for net assets available for benefits does not include accrued interest and dividends of $429,390 in 2002 and $275,346 in 2001. 8 PARK NATIONAL CORPORATION EMPLOYEES STOCK OWNERSHIP PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SCHEDULE H, LINE 4(i) EIN 31-1179518 Plan 002 DESCRIPTION OF INVESTMENT UNITS MARKET VALUE Cash and Equivalents: Northern Institutional Government Portfolio 263,188 $ 263,188 ----------- Total Cash and Equivalents 263,188 Common Stock: Park National Corporation Common Stock 446,061 44,070,827 ----------- Total Common Stock: 44,070,827 Mutual Funds: Vanguard Stock Index Fund 55,187 4,439,862 Vanguard Short-Term Corp Bond Fund 95,646 1,032,023 Vanguard Growth Fund 26,796 534,588 Vanguard Extended Market Fund 36,323 680,694 Vanguard Intermediate-Term Bond Fund 77,138 829,239 Vanguard Balanced Fund 67,179 1,051,353 Vanguard International Fund 55,011 424,685 ----------- Total Mutual Funds: 8,992,444 Certificates of Deposit, issued by Park National Corporation bank affiliates: The Park National Bank 2,353,421 Second National Bank 333,705 The Richland Trust Company 597,517 ----------- Total Certificates of Deposit, issued by Park National Corporation affiliates: 3,284,643 Total Assets Held for Investment Purposes: $56,611,102 =========== 9 PARK NATIONAL CORPORATION EMPLOYEES STOCK OWNERSHIP PLAN SCHEDULE OF REPORTABLE TRANSACTIONS SCHEDULE H, LINE 4(j) DECEMBER 31, 2002 EI # - 31-1179518 Plan # 002
(b) (h) DESCRIPTION OF ASSET CURRENT VALUE INCLUDING MATURITY DATE, (c) (d) (g) OF ASSET ON (i) (a) RATE OF INTEREST, PURCHASE SELLING COST OF TRANSACTION NET GAIN IDENTITY OR PARTY INVOLVED PAR OR MATURITY VALUE PRICE PRICE ASSET DATE OR (LOSS) - ----------------------------------------------------------------------------------------------------------------------------------- CATEGORY (iii) - A SERIES OF TRANSACTIONS IN A SECURITY ISSUE AGGREGATING 5.0% OR MORE OF PLAN ASSETS Federated Government Obligations Fund Money Market Fund, 65 purchases $6,716,725 $ -- $6,717,725 $ -- Federated Government Obligations Fund Money Market Fund, 69 sales -- 6,829,657 6,829,657 -- Northern Government Portfolio Money Market Fund, 157 purchases 4,936,182 -- 4,936,182 -- Northern Government Portfolio Money Market Fund, 161 sales -- 4,672,994 4,672,994 -- Park National Corporation Common Stock, 129 purchases 4,682,249 -- 4,682,249 -- Vanguard Institutional Index Mutual Fund, 12 purchases 2,763,434 -- 2,763,434 -- Vanguard Institutional Index Mutual Fund, 21 sales -- 267,732 411,332 (143,600)
There were no Category (i), (ii) or (iv) reportable transactions during the year ended December 31, 2002. 10 PARK NATIONAL CORPORATION EMPLOYEES STOCK OWNERSHIP PLAN ANNUAL REPORT ON FORM 11-K FOR FISCAL YEAR ENDED DECEMBER 31, 2002 INDEX TO EXHIBITS Exhibit No. Description 23.1 Consent of Ernst & Young LLP 99.1 Certification Pursuant to Title 18, United States Code, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 E-1 EX-23.1 3 l01651aexv23w1.txt EX-23.1 CONSENT 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 30, 2003, with respect to the financial statements and schedules of the Park National Corporation Employees Stock Ownership Plan included in this Annual Report (Form 11-K) for the year then ended December 31, 2002. /s/ Ernst & Young LLP Columbus, Ohio June 25, 2003 EX-99.1 4 l01651aexv99w1.txt EX-99.1 CERTIFICATIONS Exhibit 99.1 CERTIFICATION PURSUANT TO TITLE 18, UNITED STATES CODE, SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 11-K for the fiscal year ended December 31, 2002 as filed on behalf of the Park National Corporation Employees Stock Ownership Plan (the "Plan") with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Stuart N. Parsons, Senior Vice President of The Park National Bank, Trustee and Plan Administrator for the Plan, and John W. Kozak, Chief Financial Officer of Park National Corporation, certify, pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge: 1) The Report fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. /s/ Stuart N. Parsons /s/ John W. Kozak - ------------------------------------- ------------------------------------- Stuart N. Parsons John W. Kozak Senior Vice President of The Chief Financial Officer of Park Park National Bank, Trustee and National Corporation Plan Administrator for the Park National Corporation Employees Stock Ownership Plan June 26, 2003 June 26, 2003 *A signed original of this written statement required by Section 906[, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906,] has been provided to Park National Corporation and will be retained by Park National Corporation and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----