-----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, PejP23YXmC75t+BMs+A/JRrjcsuv7hMSJChZaA9NpJLQOYwjlR++XgUQdP8hAvd/ SOjzLLFYxgRRy0pBB5kLsQ== 0000950152-04-005811.txt : 20040803 0000950152-04-005811.hdr.sgml : 20040803 20040803092322 ACCESSION NUMBER: 0000950152-04-005811 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040803 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040803 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13006 FILM NUMBER: 04946715 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 8-K 1 l09031ae8vk.txt PARK NATIONAL CORPORATION 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): August 3, 2004 PARK NATIONAL CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Ohio 1-13006 31-1179518 - --------------- ---------------- ------------------ (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 50 North Third Street, P.O. Box 3500, Newark, Ohio 43058-3500 --------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (740) 349-8451 ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events and Regulation FD Disclosure On August 3, 2004, Park National Corporation ("Park") and First Federal Bancorp, Inc.("First Federal") jointly issued a news release announcing the signing of a definitive agreement and plan of merger. This merger agreement will result in the acquisition of First Federal by Park through the merger of a newly-formed subsidiary of Park with and into First Federal in an all cash transaction, immediately followed by the merger of the surviving corporation into Park. The merger transactions are anticipated to be completed in the fourth quarter of 2004, and require the approval of appropriate regulatory authorities and of the shareholders of First Federal. Under the terms of the merger agreement, shareholders of First Federal will receive cash in the amount of $13.25 per share for each common share of First Federal outstanding immediately prior to the closing. Each outstanding option granted under a First Federal stock option plan will be cancelled and extinguished and converted into the right to receive an amount of cash equal to the product of (1)(a) $13.25 minus (b) the exercise price of the option, multiplied by (2) the number of First Federal common shares subject to the unexercised portion of the option. As of August 3, 2004, First Federal had 3,286,221 common shares outstanding and options covering an aggregate of 335,925 common shares with a weighted average exercise price of $6.12 per share. Following completion of the merger transactions described above, First Federal Savings Bank of Eastern Ohio, which is currently a subsidiary of First Federal, will merge into Century National Bank, a subsidiary of Park. Please see Exhibits 99.1 and 99.2 for the press releases announcing the signing of the merger agreement, which Exhibits are incorporated herein by reference. Item 7. Financial Statements and Exhibits (a) Not applicable (b) Not applicable -2- (c) Exhibits
Exhibit No. Description - ----------- ----------- 99.1 News Release issued jointly by Park National Corporation and First Federal Bancorp, Inc. on August 3, 2004 99.2 News Release issued jointly by Century National Bank and First Federal Savings Bank of Eastern Ohio on August 3, 2004
[Remainder of page intentionally left blank; signature on following page.] -3- 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: August 3, 2004 By: /s/ John W. Kozak ------------------------------- John W. Kozak Chief Financial Officer -4- INDEX TO EXHIBITS Current Report on Form 8-K Dated August 3, 2004 Park National Corporation
Exhibit No. Description - ----------- ----------- 99.1 News Release issued jointly by Park National Corporation and First Federal Bancorp, Inc. on August 3, 2004 99.2 News Release issued jointly by Century National Bank and First Federal Savings Bank of Eastern Ohio on August 3, 2004
-5- EX-99.1 2 l09031aexv99w1.txt EXHIBIT 99.1 NEWS RELEASE EXHIBIT 99.1 For Release: August 3, 2004 Contact: Park National First Federal John W. Kozak, CFO, 740-349-3792 Bill Plummer, President, Jerry Nethers, VP Marketing, 740-349-3710 740-588-2263 Connie LaPlante, Treasurer, 740-588-2265 PARK NATIONAL CORPORATION TO ACQUIRE FIRST FEDERAL BANCORP, INC. OF ZANESVILLE, OHIO Newark, Ohio - Park National Corporation (AMEX: PRK) and First Federal Bancorp, Inc. (NASDAQ: FFBZ) jointly announced today that they have signed a definitive agreement and plan of merger which will result in the acquisition of First Federal Bancorp, Inc. ("First Federal") by Park National Corporation ("Park") through the merger of a newly-formed subsidiary of Park with and into First Federal in an all-cash transaction, immediately followed by the merger of the surviving corporation into Park. The headquarters for First Federal and its subsidiary First Federal Savings Bank of Eastern Ohio ("First Federal Savings Bank") is Zanesville, Ohio. First Federal Savings Bank has approximately $250 million in assets and operates from six full-service financial service offices and a loan production office. The main office and two full-service branch offices are located in Zanesville. The other full-service offices are located in Roseville, Coshocton and Newcomerstown, Ohio. The loan production office is located in Gahanna, Ohio. The merger transactions are anticipated to be completed in the fourth quarter of 2004, and require the approval of appropriate regulatory authorities and of the shareholders of First Federal. Under the terms of the agreement and plan of merger, shareholders of First Federal will receive cash in the amount of $13.25 per share for each common share of First Federal outstanding immediately prior to the closing. Each outstanding option granted under a First Federal stock option plan will be cancelled and extinguished and converted into the right to receive an amount of cash equal to product of (1) (a) $13.25 minus (b) the exercise price of the option, multiplied by (2) the number of First Federal common shares subject to the unexercised portion of the NEWS RELEASE AUGUST 3, 2004 option. As of August 3, 2004, First Federal had 3,286,221 common shares outstanding and options covering an aggregate of 335,925 common shares with a weighted average exercise price of $6.12 per share. Following completion of the merger transactions, First Federal Savings Bank will merge into Century National Bank ("Century") of Zanesville, Ohio, a subsidiary of Park. Century has approximately $500 million in assets and operates eleven full-service financial service offices in five counties throughout Southeastern Ohio. On a combined basis with First Federal Savings Bank, Century would have approximately $750 million in assets and operate seventeen full-service financial services offices in six counties. Dan DeLawder, President and CEO of Park, said, "We are very pleased to welcome First Federal and First Federal Savings Bank into the Park family of community-based banks. We believe considerable opportunity exists to expand on the commercial banking services available to the customers of First Federal Savings Bank. Combining the excellence and skills of the professionals at First Federal Savings Bank with our team of banking associates at Century will further enhance our ability to deliver extraordinary levels of service to Southeastern Ohio." First Federal President and Chief Executive Officer Bill Plummer said, "We are pleased to announce the acquisition of First Federal by Park. The merger of First Federal Savings Bank into Century helps us to remain dedicated to truly local banking service and allows us to offer expanded commercial banking services such as a full service trust department to our customers." Park National Corporation is a Newark, Ohio based bank holding company with $5.1 billion of total consolidated assets. Operating in twenty-six counties, Park's significant subsidiaries include The Park National Bank, Fairfield National Division, The Richland Trust Company, Century National Bank, The First-Knox National Bank, Farmers and Savings Division, United Bank, N.A., Second National Bank, The Security National Bank and Trust Co., Unity National Division, The Citizens National Bank of Urbana, Scope Leasing, Inc., and Guardian Finance. Park National Corporation affiliates operate one hundred sixteen financial service offices and a network of one hundred seventeen automatic teller machines. -2- NEWS RELEASE AUGUST 3, 2004 Safe Harbor Statement: Except for the historical and present factual information contained in this press release, the matters discussed in this press release, including statements as to the expected benefits of the merger such as efficiencies, market profile, product offerings and financial strength, and the competitive ability and position of the combined company, and other statements identified by words such as "expects," "believes," "plans," and similar expressions are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those set forth in the forward-looking statements, including the following: the ability to obtain regulatory approvals of the merger on the proposed terms and schedule; the failure of First Federal shareholders to approve the merger; the possibility that costs or difficulties related to the integration of our businesses will be greater than expected or that the cost savings and any revenue synergies of the combined entities following the merger may be lower or take longer to realize than expected; disruptions from the merger making it more difficult to maintain relationships with customers, employees or suppliers; the impact of competition; and other risk factors relating to our industry as detailed from time to time in each of Park's and First Federal's reports filed with the SEC. Park and First Federal disclaim any responsibility to update these forward-looking statements. Additional Information And Where To Find It: First Federal will file a proxy statement concerning the proposed merger with the SEC. Shareholders of First Federal are urged to read the proxy statement carefully when it becomes available because it will contain important information. Shareholders of First Federal will be able to obtain a free copy of the proxy statement, as well as other filings containing information about First Federal and Park, free of charge through the website maintained by the SEC at http://www.sec.gov. In addition, First Federal shareholders may obtain copies of the proxy statement, and the filings with the SEC that will be incorporated into the proxy statement, free of charge by requesting them in writing from First Federal Bancorp, Inc., 505 Market Street, Zanesville, Ohio 43701, Attention: Amy DeWitt, or by telephone at (740) 588-2264. -3- NEWS RELEASE AUGUST 3, 2004 The directors and executive officers of First Federal and other persons may be deemed to be participants in the solicitation of proxies from the shareholders of First Federal in respect of the proposed merger. Information about the directors and executive officers of First Federal and their ownership of First Federal common shares is set forth in the proxy statement for First Federal's 2004 annual meeting of shareholders filed with the SEC on January 7, 2004. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement of First Federal and other relevant materials to be filed with the SEC when they become available. -4- EX-99.2 3 l09031aexv99w2.txt EXHIBIT 99.2 FOR IMMEDIATE RELEASE EXHIBIT 99.2 DATE: August 3, 2004 Contact: Century National Bank First Federal Amy Parker, Marketing Director, 740-455-7289 Bill Plummer, President, Aparker@CenturyNationalBank.com 740-588-2263 Connie LaPlante, Treasurer, 740-588-2265 LOCAL BANKS PLAN MERGER ZANESVILLE - Century National Bank President/CEO Tom Lyall and Bill Plummer, President/CEO of First Federal Savings Bank of Eastern Ohio ("First Federal Savings Bank") jointly announced today that Century National Bank ("Century") and First Federal Savings Bank will merge. The merger is contemplated by the agreement signed by Park National Corporation ("Park") and First Federal Bancorp, Inc., the parent company of First Federal Savings Bank, pursuant to which Park will acquire First Federal Bancorp, Inc., for $13.25 per share for each First Federal Bancorp, Inc., common share outstanding immediately prior to closing in an all-cash transaction. Lyall said, "It's important to note that two local banks have come together to provide continuous local leadership, a local board and local commitment to the communities we serve, while offering the most conveniences to our customers. Together we will offer more locations and ATM's and longer hours than any other bank in Muskingum County." Century has served Southeastern Ohio communities with sound financial operations since 1886 and currently serves customers in Muskingum, Coshocton, Perry, Athens and Hocking counties. Century joined the Park family of community-based banks in 1990. First Federal Savings Bank, a stock federal savings bank, has served the Zanesville area for over 100 years, and also conducts business in Roseville, Coshocton, Gahanna and Newcomerstown, Ohio. "With similar beginnings and backgrounds, we NEWS RELEASE AUGUST 3, 2004 believe the combination to be positive and beneficial for our communities and our customers," Plummer added. Recognizing the importance of the banks' local commitment to leadership, the new structure calls to add the community members of the First Federal board to Century's existing board of directors. Century Chairman Bill Phillips said, "Adding First Federal's community board members to Century's board continues our strong commitment to the local areas we serve, and that's what makes us different from other banks." The combined board will include approximately 15 area leaders. Subject to approval of the transactions by the appropriate regulatory authorities and First Federal shareholders, the merger of First Federal Savings Bank into Century will allow Century to expand its service areas in its current counties, while adding the Newcomerstown banking center in Tuscarawas County and a Gahanna loan production office in Franklin County. Upon completion of the merger Century expects to offer 17 full-service banking centers in Southeastern Ohio. "Obviously, there will be some overlapping positions as well as the opportunity to create new ones, and we plan to evaluate them all as we move forward," said Lyall. The proposed transactions are anticipated to be completed in the fourth quarter of 2004. On a combined basis, Century's assets would grow to approximately $750 million. Century is an affiliate of Park National Corporation, an Ohio-based bank holding company headquartered in Newark, Ohio. Other Park-affiliated community banks include The Park National Bank, Fairfield National Division, The Richland Trust Company, The First-Knox National Bank, Farmers and Savings Division, United Bank, N.A., Second National Bank, the Security National Bank and Trust Co., Unity National Division, The Citizens National Bank of Urbana, Scope Leasing, Inc., and Guardian Finance. 2 NEWS RELEASE AUGUST 3, 2004 Safe Harbor Statement: Except for the historical and present factual information contained in this press release, the matters discussed in this press release, including statements as to the expected benefits of the merger such as efficiencies, market profile, product offerings and financial strength, and the competitive ability and position of the combined company, and other statements identified by words such as "expects," "believes," "plans," and similar expressions are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those set forth in the forward-looking statements, including the following: the ability to obtain regulatory approvals of the merger on the proposed terms and schedule; the failure of First Federal shareholders to approve the merger; the possibility that costs or difficulties related to the integration of our businesses will be greater than expected or that the cost savings and any revenue synergies of the combined entities following the merger may be lower or take longer to realize than expected; disruptions from the merger making it more difficult to maintain relationships with customers, employees or suppliers; the impact of competition; and other risk factors relating to our industry as detailed from time to time in each of Park's and First Federal's reports filed with the SEC. Park and First Federal disclaim any responsibility to update these forward-looking statements. Additional Information And Where To Find It: First Federal will file a proxy statement concerning the proposed merger with the SEC. Shareholders of First Federal are urged to read the proxy statement carefully when it becomes available because it will contain important information. Shareholders of First Federal will be able to obtain a free copy of the proxy statement, as well as other filings containing information about First Federal and Park, free of charge through the Website maintained by the SEC at http://www.sec.gov. In addition, First Federal shareholders may obtain copies of the proxy statement, and the filings with the SEC that will be incorporated into the proxy statement, free of charge by 3 NEWS RELEASE AUGUST 3, 2004 requesting them in writing from First Federal Bancorp, Inc., 505 Market Street, Zanesville, Ohio 43701, Attention: Amy DeWitt, or by telephone at (740) 588-2264. The directors and executive officers of First Federal and other persons may be deemed to be participants in the solicitation of proxies from the shareholders of First Federal in respect of the proposed merger. Information about the directors and executive officers of First Federal and their ownership of First Federal common shares is set forth in the proxy statement for First Federal's 2004 annual meeting of shareholders filed with the SEC on January 7, 2004. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement of First Federal and other relevant materials to be filed with the SEC when they become available. 4 -----END PRIVACY-ENHANCED MESSAGE-----