-----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, EcHJ5zOz8Bs2E8s/N31Sp4ov+bDL+rlrVMXtPdUlT4Y//lwvzqHh0ov4xOhVfanL PFAtjkh26bzi66gaIF97Pw== 0000950152-05-000022.txt : 20050103 0000950152-05-000022.hdr.sgml : 20041231 20050103165900 ACCESSION NUMBER: 0000950152-05-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050103 DATE AS OF CHANGE: 20050103 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: 05503095 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 l11262ae8vk.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) January 3, 2005 (December 31, 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 8 - Other Events Item 8.01 - Other Events. On December 31, 2004, Park National Corporation (Park) and First Federal Bancorp, Inc. (First Federal) issued a joint news release announcing the closing of the transactions related to their plan and agreement of merger. As a result, First Federal Savings Bank of Eastern Ohio (FFSB), merged with Park affiliate bank Century National Bank (Century) effective as of the close of business on December 31, 2004. FFSB, the surviving national bank subsidiary of Park following the merger, will change its name to Century National Bank. Under the terms of the plan and agreement of merger, Park will pay $13.25 per share to shareholders of First Federal. The total First Federal Shares outstanding were 3,519,820 at December 31, 2004. Stock options totaling 233,599 shares were exercised after the signing of the merger agreement on August 2, 2004 and 102,326 options were cancelled and paid out with the holders of the cancelled options receiving the difference between $13.25 and the exercise price of the options. Section 9 - Financial Statements and Exhibits Item 9.01 - Financial Statements and Exhibits. (a) Not applicable (b) Not applicable (c) Exhibits. The following exhibit is being filed with this Current Report on Form 8-K: Exhibit No. Description ----------- ----------- 99.1 News Release issued by Park National Corporation and First Federal Bancorp, Inc. on December 31, 2004 announcing the closing of the merger transactions. 2 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: January 3, 2005 By: /s/ John W. Kozak ---------------------- John W. Kozak Chief Financial Officer 3 INDEX TO EXHIBITS Current Report on Form 8-K Dated January 3, 2005 Park National Corporation Exhibit No. Description - ----------- ----------- 99.1 News Release issued by Park National Corporation and First Federal Bancorp, Inc. on December 31, 2004 announcing the closing of the merger transactions. [Remainder of page intentionally left blank] 4 EX-99.1 2 l11262aexv99w1.txt EXHIBIT 99.1 - NEWS RELEASE ISSUED BY PARK NATIONAL CORPORATION AND FIRST FEDERAL BANCORP, INC. ON DECEMBER 31, 2004 ANNOUNCING THE CLOSING OF THE MERGER TRANSACTIONS Exhibit 99.1 PARK NATIONAL logo and FIRST FEDERAL NEWS RELEASE December 31, 2004 For immediate release PARK NATIONAL CORPORATION AND FIRST FEDERAL BANCORP, INC. CLOSE MERGER TRANSACTIONS NEWARK, OHIO -- Park National Corporation (AMEX: PRK) (Park) and First Federal Bancorp, Inc. (NASDAQ: FFBZ) (First Federal) officially closed today on their merger plan and agreement. As a result, First Federal's banking subsidiary, First Federal Savings Bank of Eastern Ohio (FFSB), has merged with Park affiliate bank Century National Bank (Century), effective as of the close of business today. FFSB will change its name to Century National Bank. Both banks are headquartered in Zanesville, Ohio (in Muskingum County). In a joint statement, Park President C. Daniel DeLawder, First Federal President J. William Plummer and Century President Thomas M. Lyall said, "We are very pleased to finalize this union. Our associates have worked diligently to ensure the mergers are conducted prudently, promptly, and most beneficially for our associates and customers. We are very happy about the enhanced services our customers will experience, including extra convenience, broader service menus, and even more skilled and trustworthy local bankers to rely upon. We congratulate everyone whose excellent work contributed to this effort, and we look forward to the future as one strong and devoted community bank." After the transition, Century holds about $750 million in assets and operates 17 banking offices and 17 ATMs in Southeastern Ohio. Through all of its affiliates, Park now operates 125 banking offices, and 121 no-fee ATMs in 27 Ohio counties. About Park National Corporation: Headquartered in Newark, Ohio, Park National Corporation is an Ohio-based bank holding company with approximately $5.1 billion in assets (as of September 30, 2004). Its significant subsidiaries include The Park National Bank, Fairfield National Division, The Richland Trust Company, Century National Bank, The First-Knox National Bank of Mount Vernon, 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. For more information, visit www.parknationalcorp.com. Media contacts: Bethany White, Park Comm. Specialist 740-349-3754 C. Daniel DeLawder, Park President, 740-349-3746 J. Bill Plummer, First Federal President, 740-588-2263 Thomas M. Lyall, Century President, 740-455-7219 ### PARK NATIONAL CORPORATION 50 N. THIRD STREET, NEWARK, OHIO 43055 WWW.PARKNATIONALCORP.COM -----END PRIVACY-ENHANCED MESSAGE-----