-----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, H5hanWH1IOm00P+hfYnzzNWDsKl/bhPw2Ce+/uOaw81y3M6cy5+XGqBQEcpSuk92 SY+eXRRWH04wI255FEgAaQ== 0000950152-04-008375.txt : 20041116 0000950152-04-008375.hdr.sgml : 20041116 20041116125354 ACCESSION NUMBER: 0000950152-04-008375 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041115 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041116 DATE AS OF CHANGE: 20041116 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: 041148730 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 l10595ae8vk.txt PARK NATIONAL CORPORATION 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) November 16, 2004 (November 15, 2004) ----------------------------- Park National Corporation - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 1-13006 31-1179518 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 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) 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 5 - Corporate Governance and Management Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On November 15, 2004, Park National Corporation ("Park") issued a news release announcing changes to Park's Board of Directors and executive officers. A copy of the November 15, 2004 Management Changes Release is included as Exhibit 99.1 and incorporated by reference. As reported in the November 15, 2004 Management Changes Release, on November 15, 2004, Howard E. LeFevre announced his plan to resign from the Park Board of Directors effective December 31, 2004. On November 15, 2004, the Park Board of Directors subsequently elected F. William Englefield IV and Michael J. Menzer as directors of Park, effective January 1, 2005. Mr. Englefield has served as a member of the Board of Directors of The Park National Bank ("PNB"), a subsidiary of Park, since 1994 and is President of Englefield Oil Co., a retailer and wholesaler of petroleum products. Mr. Englefield will serve in the class of Park directors whose terms expire in 2005. It is expected that Mr. Englefield will be appointed to the Audit Committee of the Park Board of Directors. Mr. Menzer has served as a member of the PNB Board of Directors since 1999 and is President of Northstreet Partners, Inc., a private equity investment company. Mr. Menzer will serve in the class of Park directors whose terms expire in 2006. It is expected that Mr. Menzer will be appointed to the Audit and Investment Committees of the Park Board of Directors. On November 15, 2004, the Park Board of Directors also took action addressing the executive leadership of Park. David L. Trautman was elected President of each of Park and PNB as well as a director of Park, in each case effective as of January 1, 2005. Mr. Trautman will serve in the class of Park directors whose terms expire in 2007. Mr. Trautman, age 43, has served as Secretary of Park since July 2002; as Executive Vice President and a director of PNB since February 2002; as Chairman of the Board of The First-Knox National Bank of Mount Vernon, a subsidiary of Park ("FKNB"), since March 2001 and a director of FKNB since May 1997; and as a director of United Bank, N.A., a subsidiary of Park, since 2000. Mr. Trautman served as President and Chief Executive Officer of FKNB from May 1997 to February 2002 and as a Vice President of PNB from 1993 to May 1997. C. Daniel DeLawder was elected Chairman of the Board of each of Park and PNB, effective as of January 1, 2005. He will also continue as Chief Executive Officer and a director of both Park and PNB. Mr. DeLawder, age 55, has served as Chief Executive Officer since 1999, President since 1994 and a director since 1994, of Park; as Chief Executive Officer since January 1999, President since 1993 and a director since 1992 of PNB; as Chairman of the Advisory Board since 1989 of the Fairfield National Division of PNB; as a director of The Richland Trust Company, a subsidiary of Park, since 1997; and as a director of Second National Bank, a subsidiary of Park, since 2000. Mr. DeLawder served as Executive Vice President of PNB from 1992 to 1993; and as President of the Fairfield National Division of PNB from 1985 to 1992. William T. McConnell will cease to serve as Chairman of the Board of each of Park and PNB, effective January 1, 2005, but will continue to serve as a director and Chairman of the Executive Committee of the Board of Directors of each of Park and PNB. 2 During each of Park's fiscal year ended December 31, 2003 and Park's fiscal year ending December 31, 2004, each of Messrs. Englefield, Menzer, Trautman and DeLawder, members of their immediate families and, in the case of Messrs. Englefield and Menzer, corporations with which they are associated, were involved in banking transactions with the banking subsidiaries of Park in the ordinary course of their respective businesses and in compliance with applicable federal and state laws and regulations. It is expected that similar banking transactions will be entered into in the future. Loans to these persons have been made on substantially the same terms, including the interest rate charged and collateral required, as those prevailing at the time for comparable transactions with persons not affiliated with Park or its subsidiaries. These loans have been subject to and are presently subject to no more than a normal risk of uncollectibility and present no other unfavorable features. Section 8 - Other Events Item 8.01 - Other Events. On November 15, 2004, Park issued a second news release (the "November 15, 2004 Dividend Release") announcing the declaration of a cash dividend and a 5% stock dividend. A copy of the November 15, 2004 Dividend Release is included as Exhibit 99.2 and incorporated by reference. As reported in the November 15, 2004 Dividend Release, on November 15, 2004, Park's Board of Directors declared a 5% stock dividend payable to shareholders of record as of December 1, 2004, including common shares held as treasury shares. The stock dividend will be paid on December 15, 2004. Shareholders otherwise entitled to receive a fractional common share will receive cash in an amount based on the closing sale price of Park's common shares as reported on the American Stock Exchange on December 1, 2004. On November 15, 2004, Park's Board of Directors also declared a regular cash dividend of $0.90 per share, payable on January 3, 2005 to shareholders of record as of December 17, 2004. The cash dividend will be paid on all outstanding common shares including those issued as a result of the stock dividend. Section 9 - Financial Statements and Exhibits Item 9.01 - Financial Statements and Exhibits. (a) Not applicable (b) Not applicable 3 (c) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K: Exhibit No. Description ----------- ----------- 99.1 News Release issued by Park National Corporation on November 15, 2004 announcing changes to the Board of Directors and executive officers. 99.2 News Release issued by Park National Corporation on November 15, 2004 announcing the declaration of a cash dividend and a 5% stock dividend. [Remainder of page intentionally left blank; signature on following page.] 4 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: November 16, 2004 By: /s/ John W. Kozak ---------------------------- John W. Kozak Chief Financial Officer 5 INDEX TO EXHIBITS Current Report on Form 8-K Dated November 16, 2004 Park National Corporation Exhibit No. Description - ----------- ----------- 99.1 News Release issued by Park National Corporation on November 15, 2004 announcing changes to the Board of Directors and executive officers 99.2 News Release issued by Park National Corporation on November 15, 2004 announcing the declaration of a cash dividend and 5% stock dividend. 6 EX-99.1 2 l10595aexv99w1.txt EX-99.1 EXHIBIT 99.1 [PARK NATIONAL CORPORATION LOGO] N E W S R E L E A S E Media contacts: Bethany White, Comm. Specialist 740.349.3754 Jerry Nethers, VP Marketing, 740.349.3710 Dan DeLawder, President, 740.349.3746 November 15, 2004 FOR IMMEDIATE RELEASE PARK NATIONAL CORPORATION ANNOUNCES LEADERSHIP CHANGES NEWARK, OHIO -- The Park National Corporation (PRK) and The Park National Bank (PNB) boards of directors announced today several changes in governance and leadership. HOWARD E. LEFEVRE announced his plan to resign from the PRK board at the end of this year. He plans to continue serving as a PNB board member, a position he has held since 1956. "We'll miss Howard's insight, perspective and the keen business sense he brought to the corporation board of directors. As an original member of our holding company board, he helped guide our growth from two banks in 1986, with approximately $500 million in total assets, to a company that will soon include 12 community banks and two specialty finance companies that operate in 28 counties with well over $5 billion in combined assets. We are delighted he is willing to continue serving the bank as a director," said C. Daniel DeLawder, president of PRK and PNB. The PRK board subsequently elected F. WILLIAM ENGLEFIELD IV and MICHAEL J. MENZER as board members, effective January 1, 2005. Both will continue serving on the PNB board. Mr. Englefield is president of Englefield Oil Co. and has been a PNB board member since 1994. He is very active in industry trade organizations. Mr. Menzer, president of Northstreet Partners, Inc., joined the bank board in 1999 and also serves on the board of The Works. The PNB board elected ROBERT E. O'NEILL as a new director. Mr. O'Neill is president of Southgate Corporation, and his appointment is effective December 1, 2004. Both boards also took action addressing the leadership of the bank and the corporation. DAVID L. TRAUTMAN (executive vice president of PNB) was named president of PRK and PNB, and he joins the corporation as a director in addition to continuing as a director of the bank. C. DANIEL DELAWDER replaces WILLIAM T. MCCONNELL as chairman and continues as chief executive officer and director of both. Mr. McConnell will continue serving as director and chairman of the executive committee for PRK and PNB. The leadership changes become effective on January 1, 2005. "These moves parallel past leadership transition practices at Park," Mr. McConnell said. "Careful planning for management succession is a tradition at Park National. We believe it is an important element of our success. These changes reflect continuity and consistency which serve our shareholders and communities so well." About David L. Trautman: - ------------------------ Mr. Trautman joined PNB in 1983 following graduation from Duke University. He earned an MBA, with honors, from The Ohio State University after joining the bank. Like Mr. DeLawder and Mr. McConnell before him, Mr. Trautman's first position was as a management trainee, where he had the PARK NATIONAL CORPORATION 50 N. THIRD STREET, NEWARK, OHIO 43055 WWW.PARKNATIONALCORP.COM [PARK NATIONAL CORPORATION LOGO] N E W S R E L E A S E opportunity to gain experience in several areas of the bank before being assigned to the Columbus office of PNB in 1984. He managed the Columbus Office from 1992 until 1997, when he and his family moved to Mount Vernon, where he served as president of a Park affiliate, First-Knox National Bank until 2002. Mr. Trautman then transferred back to PNB as executive vice president and board member. Mr. Trautman is a member of the campaign cabinet of United Way of Licking County, serves as the treasurer of the Newark and Licking County Chamber of Commerce and co-chaired the highly successful fund raising campaign for the Midland Theatre. He also serves on the board of the Ohio Bankers League, and is a member of the Newark Rotary Club. While in Knox County, he served as the campaign chair for the United Way, was the president of the YMCA board of trustees, a board member of the Area Development Foundation and served as a trustee of Kenyon College. He lives in Granville with his wife Joan and children Ben, Will and Karen. They are members of Centenary United Methodist Church. About C. Daniel DeLawder: - ------------------------- Dan DeLawder joined PNB in 1971 after graduation from Ohio University. He has lived in the area his entire life except for college and seven years when he served as president of the Fairfield National Division of PNB in Lancaster, Ohio. Mr. DeLawder's community activities include the Simon Kenton Council of Boy Scouts of America, United Way, Chamber of Commerce, Operation Feed and Licking Memorial Health Systems. He currently serves as a trustee of the Ohio Foundation of Independent Colleges, is a member of the advisory board of Salvation Army and the Newark Rotary Club. He is president of the board of trustees of The Works and vice chairman of the board of trustees of Ohio University. He is past chairman of the Ohio Bankers League, a past member of the Government Relations committee of the American Bankers Association and currently serves the ABA on the Political Action Committee. He is also a member of the board of MedBen and Truck One, Inc. He recently chaired the successful replacement levy campaign for Children's Services. Mr. DeLawder was named president of PNB in 1993, president of PRK in 1994 and became chief executive officer of both in January 1999. He and his wife Diane have two grown children, are members of First United Methodist Church and reside in Newark, Ohio. About William T. McConnell: - --------------------------- Bill McConnell joined the bank in 1960 after serving in the United States Air Force, earning an MBA in finance from Northwestern University and an undergraduate degree from Denison University. Mr. McConnell was recruited by Everett D. Reese and John W. Alford as PNB's first-ever management trainee. Mr. McConnell assumed the role of chief executive officer from Mr. Alford in 1984. Shortly thereafter, he oversaw PNB's first out-of-county acquisition, and led the formation and subsequent development of PRK from its inception in 1986. In addition to his work with both the bank and Park National Corporation, he has enjoyed participation in countless community activities. He served as a trustee of Denison University, and was recently named to Life Trustee status at his alma mater. PARK NATIONAL CORPORATION 50 N. THIRD STREET, NEWARK, OHIO 43055 WWW.PARKNATIONALCORP.COM [PARK NATIONAL CORPORATION LOGO] N E W S R E L E A S E He led the Ohio Bankers League and like Everett Reese before him, was named President of the American Bankers Association. Mr. Reese and Mr. McConnell are the only two bankers from Ohio to lead the national trade association in its history, a distinction of which associates of The Park National Bank are extremely proud. Mr. McConnell and his wife Jane live in Granville and have two grown children. About Park National Corporation: - -------------------------------- Park National Corporation is an Ohio-based bank holding company headquartered in Newark, Ohio. Its 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 Aircraft Finance, and Guardian Finance. Operating in twenty-six Ohio counties, Park and its subsidiaries have $5.1 billion in total consolidated assets, 119 financial service offices and a network of more than 100 automatic teller machines. For more information, visit www.parknationalcorp.com. About The Park National Bank: - ----------------------------- Founded in 1908, The Park National Bank (PNB) is headquartered in Newark, Ohio and operates 20 banking offices in Licking, Franklin, Delaware, Hamilton and Montgomery Counties. PNB has consistently earned high marks and awards for its service and performance. Additionally, PNB is renowned for its dedication to the communities it serves. In September 2003, The Park National Bank received the esteemed Business Integrity Award from the Central Ohio Better Business Bureau. For more information, www.parknationalbank.com. The Park National Bank was also named top community-based bank in greater Columbus by Business First, the area's premier business journal. ### PARK NATIONAL CORPORATION 50 N. THIRD STREET, NEWARK, OHIO 43055 WWW.PARKNATIONALCORP.COM EX-99.2 3 l10595aexv99w2.txt EX-99.2 EXHIBIT 99.2 [PARK NATIONAL CORPORATION LOGO] N E W S R E L E A S E Media contacts: - --------------- Bethany White, Comm. Specialist 740.349.3754 Jerry Nethers, VP Marketing, 740.349.3710 John Kozak, Chief Financial Officer, 740.349.3792 November 15, 2004 FOR IMMEDIATE RELEASE PARK NATIONAL CORPORATION DECLARES REGULAR CASH DIVIDEND AND ANNOUNCES A FIVE PERCENT STOCK DIVIDEND NEWARK, OHIO -- The Park National Corporation ("Park") (AMEX:PRK) Board of Directors declared today a 5 percent stock dividend payable to stockholders of record as of December 1, 2004, including common shares held as treasury shares. The stock dividend will be paid on December 15, 2004.(1) Additionally, Park's Board of Directors declared a regular cash dividend of $0.90 per share, payable on January 3, 2005 to stockholders on record as of December 17, 2004. The new quarterly dividend rate of $0.90 is 7.4 percent higher than the previous quarterly dividend rate of $0.838 per share, as adjusted to reflect the stock dividend. The increased cash dividend will be paid on all outstanding common shares including those issued as a result of the stock dividend. "We are pleased to announce the increase in cash dividends coupled with the 5 percent stock dividend. This news follows our previous announcement at the conclusion of the third quarter of this year, that continued growth in net income has been fueled in large part from increases in loans and selective non-interest income," said Park President C. Daniel DeLawder. Headquartered in Newark, Ohio, Park is a bank holding company with $5.1 billion in consolidated total assets. Its family of community banks operates 119 financial service offices in 26 Ohio 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 Aircraft Finance, and Guardian Finance. Park anticipates an increase in number of financial service offices and counties served in 2005, due to its two separate announcements in the third quarter of 2004.(2) On August 3, it announced intentions to acquire First Federal Savings Bank of Eastern Ohio (Muskingum County, Ohio) and merge it with Park affiliate Century National Bank. On September 24, Park announced plans to acquire First Clermont Bank (Clermont County, Ohio). The merger transactions with First Federal Bancorp, Inc., the parent company of First Federal Savings Bank of Eastern Ohio, and the acquisition of First Clermont Bank are expected to be complete by the first quarter of 2005. For more information about Park, visit www.parknationalcorp.com. PARK NATIONAL CORPORATION 50 N. THIRD STREET, NEWARK, OHIO 43055 WWW.PARKNATIONALCORP.COM [PARK NATIONAL CORPORATION LOGO] N E W S R E L E A S E (1) No fractional shares will be issued in payment of the stock dividend and, in lieu thereof, each shareholder otherwise entitled to receive a fractional common share will receive cash in an amount based on the closing sale price for Park's common shares as reported on the American Stock Exchange on December 1, 2004. (2) Park announced the signing of two separate acquisition agreements in the third quarter. On August 3, it announced the signing of a definitive agreement and plan of merger which will result in the acquisition of First Federal Bancorp, Inc. ("First Federal Bancorp") and its subsidiary First Federal Savings Bank of Eastern Ohio (First Federal Savings), both headquartered in Zanesville (Muskingum County, Ohio). First Federal Bancorp will be acquired through the merger of a newly-formed subsidiary of Park with and into First Federal Bancorp in an all-cash transaction, immediately followed by the merger of the surviving corporation into Park. Following those merger transactions, First Federal Savings will merge with Park affiliate Century National Bank. On September 24, Park announced the signing of a stock purchase agreement whereby Park will acquire First Clermont Bank (Clermont County, Ohio) in an all cash transaction. Following that acquisition, First Clermont Bank will merge with Park affiliate The Park National Bank. Both acquisitions are subject to the receipt of appropriate regulatory approvals. 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 identified by words such as "will result," "anticipates," "are expected," 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 First Federal Bancorp and First Clermont Bank acquisitions on the proposed terms and schedule; the possibility that costs or difficulties related to the integration of the businesses of First Federal Bancorp, First Federal Savings and First Clermont Bank with our businesses will be greater than expected or that the cost savings and any revenue synergies of the combined entities following the acquisitions may be lower or take longer to realize than expected; disruptions from the acquisitions making it more difficult to maintain relationships with customers, employees or suppliers; the impact of competition; changes in economic conditions in Park's market area; changes in policies by regulatory agencies; fluctuations in interest rates; demand for loans in Park's market area; and other risk factors relating to our industry as detailed from time to time in Park's reports filed with the SEC. Park wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Park does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. ### PARK NATIONAL CORPORATION 50 N. THIRD STREET, NEWARK, OHIO 43055 WWW.PARKNATIONALCORP.COM -----END PRIVACY-ENHANCED MESSAGE-----