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) July 18, 2005  

Park National Corporation

(Exact name of registrant as specified in its charter)

Ohio	1-13006	31-1179518
(State or other jurisdiction of incorporation)	(Commission File Number)	( IRS Employer 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):

   o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02 – Results of Operations and Financial Condition

     On July 18, 2005, Park National Corporation issued a news release announcing earnings for the three months and six months ended June 30, 2005. A copy of this news release is included as Exhibit 99.1 and incorporated by reference.

     The information in this Current Report on Form 8-K, including Exhibit 99.1 included herewith, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

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 on July 18, 2005.

[Remainder of page intentionally left blank;
signature on following page.]

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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: July 18, 2005	By:	/S/ John W. Kozak
		John W. Kozak
		Chief Financial Officer

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INDEX TO EXHIBITS

Current Report on Form 8-K
Dated July 18, 2005

Park National Corporation

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on July 18, 2005

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EX-99.1

Exhibit 99.1

N e w s   R e l e a s e

July 18, 2005 FOR IMMEDIATE RELEASE

Park National Corporation reports second quarter 2005 earnings
and declares regular cash dividend

NEWARK, Ohio — The Park National Corporation (“Park”) (AMEX: PRK) today announced earnings for the second quarter of 2005. Net income for the second quarter of 2005 totaled $24.770 million or $1.72 per diluted share, compared to net income of $24.085 million or $1.67 per diluted share in the same period of 2004, increases of 2.8 percent in net income and 3.0 percent in earnings per diluted share.

Year-to-date net income is $48.112 million, a 2.2 percent increase over the same six-month period in 2004, which posted a net income of $47.063 million. Earnings per diluted share for the first half of 2005 were $3.33 per diluted share, a 2.8 percent increase over the first half of 2004, which reported $3.24 in earnings per diluted share.

Park’s Board of Directors declared a cash dividend of $0.90 per share payable to shareholders of record as of August 26, 2005. The dividend will be paid on September 9, 2005.

Headquartered in Newark, Ohio, Park is a bank holding company with $5.6 billion in consolidated total assets. Its family of 12 community banks and 2 specialty finance companies operate 133 offices throughout 29 Ohio counties. They 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, First Clermont Division, Scope Aircraft Finance (Scope Leasing Inc.), and Guardian Financial Services.

For more information visit www.parknationalcorp.com. Financial tables are below.

Media contacts:
Bethany White, Comm. Specialist 740.349.3754
John Kozak, Chief Financial Officer, 740.349.3792

Safe Harbor Statement
Except for the historical and present factual information contained in this press release, the matters discussed in this press release, including any 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 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

PARK NATIONAL CORPORATION
FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share data)
JUNE 30, 2005

INCOME STATEMENT	THREE MONTHS ENDED									SIX MONTHS ENDED
	JUNE 30,									JUNE 30,
							PERCENT									PERCENT
	2005			2004			CHANGE			2005			2004			CHANGE
NET INTEREST INCOME	$	55,412		$	52,522			5.50	%	$	109,857		$	105,138			4.49	%
PROVISION FOR LOAN LOSSES		1,325			1,905			-30.45	%		2,407			3,370			-28.58	%
OTHER INCOME		15,454			14,046			10.02	%		29,566			26,918			9.84	%
GAIN (LOSS) ON SALE OF SECURITIES		96			—						96			106
OTHER EXPENSE		34,334			30,295			13.33	%		68,738			61,820			11.19	%
INCOME BEFORE TAXES		35,303			34,368			2.72	%		68,374			66,972			2.09	%
NET INCOME		24,770			24,085			2.84	%		48,112			47,063			2.23	%
NET INCOME PER SHARE-BASIC		1.73			1.68			2.98	%		3.36			3.27			2.75	%
NET INCOME PER SHARE-DILUTED		1.72			1.67			2.99	%		3.33			3.24			2.78	%
CASH DIVIDENDS PER SHARE		0.90			0.838			7.40	%		1.80			1.676			7.40	%
RATIOS AND OTHER INFORMATION
RETURN ON AVERAGE ASSETS		1.75	%		1.92	%					1.72	%		1.89	%
RETURN ON AVERAGE EQUITY		17.81	%		18.29	%					17.37	%		17.63	%
YIELD ON EARNING ASSETS		6.05	%		5.72	%					6.01	%		5.78	%
COST OF PAYING LIABILITIES		2.13	%		1.44	%					2.03	%		1.47	%
NET INTEREST MARGIN		4.26	%		4.54	%					4.31	%		4.58	%
EFFICIENCY RATIO		47.98	%		44.98	%					48.82	%		46.26	%
NET LOAN CHARGE-OFFS	$	1,295		$	1,749					$	2,232		$	2,422
NET CHARGE-OFFS AS A PERCENT OF LOANS		0.16	%		0.25	%					0.14	%		0.18	%
BALANCE SHEET AT JUNE 30,							PERCENT
		2005			2004		CHANGE
INVESTMENTS	$	1,904,308		$	1,943,150			-2.00	%
LOANS		3,280,384			2,803,590			17.01	%
LOAN LOSS RESERVE		70,352			64,090			9.77	%
GOODWILL AND OTHER INTANGIBLES		70,462			12,219			476.66	%
TOTAL ASSETS		5,633,319			5,074,731			11.01	%
DEPOSITS		3,861,328			3,516,553			9.80	%
BORROWINGS		1,125,538			984,406			14.34	%
EQUITY		576,074			515,747			11.70	%
BOOK VALUE PER SHARE		40.34			36.10			11.75	%
NONPERFORMING LOANS		19,830			18,441			7.53	%
NONPERFORMING ASSETS		22,082			21,154			4.39	%
PAST DUE 90 DAY LOANS		8,486			5,572			52.30	%
RATIOS
LOANS/ASSETS		58.23	%		55.25	%
NONPERFORMING LOANS/LOANS		0.60	%		0.66	%
PAST DUE 90 DAY LOANS/LOANS		0.26	%		0.20	%
LOAN LOSS RESERVE/LOANS		2.14	%		2.29	%
EQUITY/ASSETS		10.23	%		10.16	%

PARK NATIONAL CORPORATION
Consolidated Statements of Income
(dollars in thousands, except per share data)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2005		2004		2005		2004
Interest income:
Interest and fees on loans	$	54,531	$	43,319	$	106,771	$	86,932
Interest on:
Obligations of U.S. Government, its agencies and other securities		23,105		21,717		44,549		43,527
Obligations of states and political subdivisions		1,180		1,302		2,354		2,649
Other interest income		112		34		213		51
Total interest income		78,928		66,372		153,887		133,159
Interest expense:
Interest on deposits:
Demand and savings deposits		3,522		1,490		6,490		3,013
Time deposits		10,118		8,068		19,455		16,578
Interest on borrowings		9,876		4,292		18,085		8,430
Total interest expense		23,516		13,850		44,030		28,021
Net interest income		55,412		52,522		109,857		105,138
Provision for loan losses		1,325		1,905		2,407		3,370
Net interest income after provision for loan losses		54,087		50,617		107,450		101,768
Other income		15,454		14,046		29,566		26,918
Gain (loss) on sale of securities		96		—		96		106
Other expense:
Salaries and employee benefits		19,551		17,096		39,552		35,244
Occupancy expense		2,151		1,735		4,431		3,464
Furniture and equipment expense		1,381		1,484		2,749		3,065
Other expense		11,251		9,980		22,006		20,047
Total other expense		34,334		30,295		68,738		61,820
Income before federal income taxes		35,303		34,368		68,374		66,972
Federal income taxes		10,533		10,283		20,262		19,909
Net income	$	24,770	$	24,085	$	48,112	$	47,063
Per Share:
Net income — basic	$	1.73	$	1.68	$	3.36	$	3.27
Net income — diluted	$	1.72	$	1.67	$	3.33	$	3.24
Weighted average shares — basic		14,312,032		14,341,123		14,321,647		14,392,510
Weighted average shares — diluted		14,379,463		14,464,537		14,427,549		14,508,778

PARK NATIONAL CORPORATION
Consolidated Balance Sheets
(dollars in thousands, except share data)

	June 30,
	2005			2004
Assets
Cash and due from banks	$	144,022		$	145,063
Federal funds sold		48,778			20,000
Interest bearing deposits		1,099			50
Investment securities		1,904,308			1,943,150
Loans (net of unearned interest)		3,280,384			2,803,590
Allowance for possible loan losses		70,352			64,090
Loans, net		3,210,032			2,739,500
Bank premises and equipment, net		47,147			35,695
Other assets		277,933			191,273
Total assets	$	5,633,319		$	5,074,731
Liabilities and Stockholders’ Equity
Deposits:
Noninterest-bearing	$	643,582		$	551,072
Interest-bearing		3,217,746			2,965,481
Total deposits		3,861,328			3,516,553
Borrowings		1,125,538			984,406
Other liabilities		70,379			58,025
Total liabilities		5,057,245			4,558,984
Stockholders’ Equity:
Common stock (No par value; 20,000,000 shares authorized in 2005 and 2004; 15,271,624 shares issued in 2005 and 15,270,795 in 2004)		208,369			105,995
Accumulated other comprehensive income, net of taxes		8,684			(11,449	)
Retained earnings		455,589			509,706
Treasury stock (991,116 shares in 2005 and 985,989 shares in 2004)		(96,568	)		(88,505	)
Total stockholders’ equity		576,074			515,747
Total liabilities and stockholders’ equity	$	5,633,319		$	5,074,731

PARK NATIONAL CORPORATION
Consolidated Average Balance Sheets
(dollars in thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
Assets
Cash and due from banks	$	143,494		$	142,294		$	148,800		$	140,387
Federal funds sold		13,143			12,570			10,585			8,682
Interest bearing deposits		1,210			50			1,485			50
Investment securities		2,007,872			1,928,658			1,950,613			1,936,265
Loans (net of unearned interest)		3,259,676			2,791,973			3,256,545			2,768,048
Allowance for possible loan losses		71,005			64,711			71,089			64,359
Loans, net		3,188,671			2,727,262			3,185,456			2,703,689
Bank premises and equipment, net		46,359			35,973			45,541			36,260
Other assets		288,835			192,204			283,562			185,191
Total assets	$	5,689,584		$	5,039,011		$	5,626,042		$	5,010,524
Liabilities and Stockholders’ Equity
Deposits:
Noninterest-bearing	$	640,324		$	567,895		$	630,320		$	560,550
Interest-bearing		3,206,866			2,931,331			3,208,381			2,929,244
Total deposits		3,847,190			3,499,226			3,838,701			3,489,794
Borrowings		1,215,222			943,696			1,155,262			917,143
Other liabilities		69,464			66,422			73,539			66,830
Total liabilities		5,131,876			4,509,344			5,067,502			4,473,767
Stockholders’ Equity:
Common stock		208,363			105,910			208,330			105,902
Accumulated other comprehensive income, net of taxes		1,623			9,469			6,520			16,250
Retained earnings		440,826			495,996			435,489			490,431
Treasury stock		(93,104	)		(81,708	)		(91,799	)		(75,826	)
Total stockholders’ equity		557,708			529,667			558,540			536,757
Total liabilities and stockholders’ equity	$	5,689,584		$	5,039,011		$	5,626,042		$	5,010,524