-----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, RsT1K/ibUmlv9brzxLuaPAjPpIBS71OePAniMfda3QHVxIm8WK1AX5pfoNcXx4cT IJK0O+4HkeDs+PieD5MIsw== 0000950152-05-000023.txt : 20050103 0000950152-05-000023.hdr.sgml : 20041231 20050103170019 ACCESSION NUMBER: 0000950152-05-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050103 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: 05503113 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 l11263ae8vk.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) January 3, 2005 ------------------------- 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 January 3, 2005, Park National Corporation (Park) and First Clermont Bank (FCB) jointly announced the closing on Park's acquisition of the stock of FCB. Immediately following Park's stock acquisition, FCB merged into The Park National Bank (PNB), a banking subsidiary of Park. FCB will operate as a separate division of PNB and will retain its board of directors as an advisory board as well as retain its management, associates and customers. Under the terms of the stock purchase agreement dated September 24, 2004, the sole shareholder of FCB received $52,500,000 from Park. 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 Clermont Bank on January 3, 2005 announcing the closing under the stock purchase agreement. 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 Clermont Bank on January 3, 2005 announcing the closing under the stock purchase agreement. [Remainder of page intentionally left blank] 4 EX-99.1 2 l11263aexv99w1.txt EXHIBIT 99.1 - NEWS RELEASE ISSUED BY PARK NATIONAL CORPORATION AND FIRST CLERMONT BANK ON JANUARY 3, 2005 ANNOUNCING THE CLOSING UNDER THE STOCK PURCHASE AGREEMENT Exhibit 99.1 PARK NATIONAL logo N E W S R E L E A S E January 3, 2005 For Immediate Release PARK NATIONAL CORPORATION AND FIRST CLERMONT BANK ANNOUNCE CLOSING OF ACQUISITION AGREEMENT NEWARK, OHIO -- With all regulatory approvals in place, Park National Corporation (AMEX: PRK) (Park) and First Clermont Bank (First Clermont) officially closed on their acquisition and merger transaction today. First Clermont, based in Milford, Ohio (near Cincinnati), has joined Park and merged to become a division of The Park National Bank (PNB), a subsidiary of Park. First Clermont will operate under its own name and retain its board of directors as an advisory board as well as retain its management, associates and customers. "We are delighted to officially join the Park family of community banks," said First Clermont President Dan Earley. "We look forward to delivering more convenience and additional services, like trust, investments and advanced business banking. Plus, our associates and communities benefit further from the support and security of Park, a company known for its integrity, values, and devotion to communities." First Clermont operates seven full-service banking centers, including six traditional and one in-store location in Clermont County. First Clermont customers will now have access to 132 no-fee ATMs all over Ohio, including PNB's office in downtown Cincinnati. PNB has had a banking office in downtown Cincinnati for over ten years. It recently moved into office space in the Sawyer Point Building on Pete Rose Way. PNB is also planning an office in West Chester. Headquartered in Newark, Ohio, Park is a top-performing bank holding company, including 11 community-based banks and two specialty finance companies. Following the closing of its merger transactions with First Federal Bancorp, Inc., in Southeastern Ohio, Park had more than $5.3 billion in assets at year-end 2004. Now including First Clermont, Park assets now exceed $5.5 billion. Park now offers 124 full-service banking offices through 12 affiliate operations in 28 Ohio Counties, and 8 offices of Guardian Financial Services in 7 Ohio Counties. "First Clermont Bank is an outstanding organization. We are very pleased to finalize the agreement and formally welcome First Clermont's excellent bankers and customers into Park National Corporation," said Park President C. Daniel DeLawder. "Together we can better serve the people in greater Cincinnati who prefer community banking values, personal relationships and personalized service combined with strong bank resources, capabilities and convenience." Park's other 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 & Ed Brady, First Clermont Marketing Director, 513-576-0600 PARK NATIONAL CORPORATION 50 N. THIRD STREET, NEWARK, OHIO 43055 WWW.PARKNATIONALCORP.COM -----END PRIVACY-ENHANCED MESSAGE-----