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 17, 2006

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):

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 January 17, 2006, Park National Corporation (“Park”) issued a news release (the “News Release”) announcing earnings for the three months and twelve months ended December 31, 2005. A copy of the News Release is furnished as Exhibit 99.1 and incorporated by reference.

Section 7 — Regulation FD

Item 7.01 — Regulation FD Disclosure

As announced in the News Release, on January 17, 2006, the Park Board of Directors declared a regular cash dividend of $.92 per share, payable on March 10, 2006 to shareholders of record as of February 22, 2006. A copy of the News Release is furnished as Exhibit 99.1 and incorporated herein by reference.

Additionally, at their meeting on January 17, 2006, the Park Board of Directors called the 2006 Annual Meeting of Shareholders of Park National Corporation to be held on Monday, April 17, 2006, at 2:00 p.m., Eastern Time, at the offices of The Park National Bank, 50 North Third Street, Newark, Ohio. The Park Board of Directors established February 22, 2006 as the record date for the determination of the shareholders of Park entitled to receive notice of, and to vote at, the 2006 Annual Meeting of Shareholders.

Section 9 — Financial Statements and Exhibits.

Item 9.01 — Financial Statements and Exhibits.

     (a) Not applicable

     (b) Not applicable

     (c) Not applicable

     (d) Exhibits. The following exhibit is being furnished with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on January 17, 2006.

The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished 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.

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 17, 2006	By:	/S/ John W. Kozak
		John W. Kozak
		Chief Financial Officer

3

INDEX TO EXHIBITS

Current Report on Form 8-K
Dated January 17, 2006

Park National Corporation

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on January 17, 2006

4

EX-99.1

Exhibit 99.1

News Release

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

January 17, 2006 For Immediate Release

Park National Corporation announces 2005 earnings
and dividend for first quarter 2006

NEWARK, Ohio — Park National Corporation (Park) (AMEX:PRK) today announced earnings for 2005. Net income for the year totaled $95.238 million, a 4.1 percent increase over 2004’s earnings of $91.507 million. Diluted earnings per share for 2005 increased 5.1 percent from $6.32 in 2004 to $6.64 for 2005. Park also announced a regular cash dividend of $.92 per share, payable on March 10, 2006 to shareholders of record on February 22, 2006.

For the fourth quarter of 2005, Park reported net income of $22.831 million, or $1.61 in diluted earnings per share, compared to the same period’s net income in 2004 of $20.897 million, or $1.44 in diluted earnings per share. The fourth quarter showed an increase of 9.3 percent in net income and 11.0 percent in diluted earnings per share.

Park National Corporation is an Ohio-based bank holding company headquartered in Newark, Ohio. It holds more than $5.4 billion in assets. Its 12 community banks and two specialty financing companies consist of 134 offices (and 137 ATMs) in 29 Ohio counties.

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, First Clermont Division, Scope Aircraft Finance, and Guardian Finance. For more information, visit www.parknationalcorp.com.

Financial Tables are below...

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)
DECEMBER 31, 2005

INCOME STATEMENT	THREE MONTHS ENDED									TWELVE MONTHS ENDED
	DECEMBER 31,									DECEMBER 31,
							PERCENT									PERCENT
	2005			2004			CHANGE			2005			2004			CHANGE
NET INTEREST INCOME	$	55,156		$	53,343			3.40	%	$	220,564		$	212,291			3.90	%
PROVISION FOR LOAN LOSSES		1,400			2,485			-43.66	%		5,407			8,600			-37.13	%
OTHER INCOME		14,889			12,714			17.11	%		59,609			52,641			13.24	%
GAIN (LOSS) ON SALE OF SECURITIES		0			(899	)					96			(793	)
OTHER EXPENSE		36,358			33,378			8.93	%		139,438			126,290			10.41	%
INCOME BEFORE TAXES		32,287			29,295			10.21	%		135,424			129,249			4.78	%
NET INCOME		22,831			20,897			9.25	%		95,238			91,507			4.08	%
NET INCOME PER SHARE—BASIC		1.62			1.46			10.96	%		6.68			6.38			4.70	%
NET INCOME PER SHARE—DILUTED		1.61			1.44			11.81	%		6.64			6.32			5.06	%
CASH DIVIDENDS PER SHARE		0.92			0.90			2.22	%		3.620			3.414			6.03	%
RATIOS AND OTHER INFORMATION
RETURN ON AVERAGE ASSETS		1.66	%		1.64	%					1.71	%		1.81	%
RETURN ON AVERAGE EQUITY		16.33	%		14.99	%					17.03	%		17.00	%
YIELD ON EARNING ASSETS		6.41	%		5.88	%					6.17	%		5.80	%
COST OF PAYING LIABILITIES		2.46	%		1.65	%					2.19	%		1.52	%
NET INTEREST MARGIN		4.39	%		4.55	%					4.34	%		4.56	%
EFFICIENCY RATIO		51.48	%		49.95	%					49.32	%		47.11	%
NET LOAN CHARGE-OFFS	$	2,073		$	3,346					$	5,890		$	7,864
NET CHARGE-OFFS AS A PERCENT OF LOANS		0.25	%		0.46	%					0.18	%		0.28	%

BALANCE SHEET
AT DECEMBER 31,							PERCENT
	2005			2004			CHANGE
INVESTMENTS	$	1,663,342		$	1,926,782			-13.67	%
LOANS		3,328,112			3,120,608			6.65	%
LOAN LOSS RESERVE		69,694			68,328			2.00	%
GOODWILL AND OTHER INTANGIBLES		69,188			40,887			69.22	%
TOTAL ASSETS		5,436,048			5,412,584			0.43	%
DEPOSITS		3,757,757			3,689,861			1.84	%
BORROWINGS		1,028,858			1,074,024			-4.21	%
EQUITY		558,430			562,561			-0.73	%
BOOK VALUE PER SHARE		39.63			39.28			0.89	%
NONPERFORMING LOANS		22,363			23,334			-8.15	%
NONPERFORMING ASSETS		24,731			26,014			-8.51	%
PAST DUE 90 DAY LOANS		7,661			5,439			40.85	%
RATIOS
LOANS/ASSETS		61.22	%		57.65	%
NONPERFORMING LOANS/LOANS		0.67	%		0.75	%
PAST DUE 90 DAY LOANS/LOANS		0.23	%		0.17	%
LOAN LOSS RESERVE/LOANS		2.09	%		2.19	%
EQUITY/ASSETS		10.27	%		10.39	%

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

	Three Months Ended					Twelve Months Ended
	December 31,					December 31,
	2005		2004			2005		2004
Interest income:
Interest and fees on loans	$	59,759	$	46,791		$	223,868	$	178,853
Interest on:
Obligations of U.S. Government, its agencies and other securities		19,886		21,092			85,664		86,806
Obligations of states and political subdivisions		1,037		1,211			4,486		5,115
Other interest income		122		136			441		219
Total interest income		80,804		69,230			314,459		270,993
Interest expense:
Interest on deposits:
Demand and savings deposits		4,490		2,061			15,091		6,895
Time deposits		11,502		8,344			41,808		33,103
Interest on borrowings		9,656		5,482			36,996		18,704
Total interest expense		25,648		15,887			93,895		58,702
Net interest income		55,156		53,343			220,564		212,291
Provision for loan losses		1,400		2,485			5,407		8,600
Net interest income after provision for loan losses		53,756		50,858			215,157		203,691
Other income		14,889		12,714			59,609		52,641
Gain (loss) on sale of securities		—		(899	)		96		(793	)
Other expense:
Salaries and employee benefits		19,134		18,382			78,498		71,464
Occupancy expense		2,097		1,757			8,641		7,024
Furniture and equipment expense		1,287		1,351			5,278		5,749
Other expense		13,840		11,888			47,021		42,053
Total other expense		36,358		33,378			139,438		126,290
Income before federal income taxes		32,287		29,295			135,424		129,249
Federal income taxes		9,456		8,398			40,186		37,742
Net income	$	22,831	$	20,897		$	95,238	$	91,507
Per Share:
Net income — basic	$	1.62	$	1.46		$	6.68	$	6.38
Net income — diluted	$	1.61	$	1.44		$	6.64	$	6.32
Weighted average shares — basic		14,134,058		14,305,004			14,258,519		14,344,771
Weighted average shares — diluted		14,199,455		14,499,782			14,348,243		14,486,327

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

	December 31,
	2005			2004
Assets
Cash and due from banks	$	169,690		$	155,529
Money market instruments		4,283			6,300
Interest bearing deposits		300			2,096
Investment securities		1,663,342			1,926,782
Loans (net of unearned interest)		3,328,112			3,120,608
Allowance for possible loan losses		69,694			68,328
Loans, net		3,258,418			3,052,280
Bank premises and equipment, net		47,172			43,179
Other assets		292,843			226,418
Total assets	$	5,436,048		$	5,412,584
Liabilities and Stockholders’ Equity
Deposits:
Noninterest bearing	$	667,328		$	630,882
Interest bearing		3,090,429			3,058,979
Total deposits		3,757,757			3,689,861
Borrowings		1,028,858			1,074,024
Other liabilities		91,003			86,138
Total liabilities		4,877,618			4,850,023
Stockholders’ Equity:
Common stock (No par value; 20,000,000 shares authorized in 2005 and 2004; 15,271,574 shares issued in 2005 and 15,269,707 in 2004)		208,365			208,251
Accumulated other comprehensive income, net of taxes		(10,143	)		12,442
Retained earnings		476,889			433,260
Treasury stock (1,178,948 shares in 2005 and 949,480 shares in 2004)		(116,681	)		(91,392	)
Total stockholders’ equity		558,430			562,561
Total liabilities and stockholders’ equity	$	5,436,048		$	5,412,584

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

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2005			2004			2005			2004
Assets
Cash and due from banks	$	148,566		$	142,385		$	148,303		$	142,102
Money market instruments		12,713			15,003			11,272			9,328
Interest bearing deposits		305			23			986			38
Investment securities		1,694,688			1,859,889			1,853,524			1,918,444
Loans (net of unearned interest)		3,312,164			2,878,862			3,278,092			2,813,069
Allowance for possible loan losses		71,050			65,220			71,052			64,676
Loans, net		3,241,114			2,813,642			3,207,040			2,748,393
Bank premises and equipment, net		47,331			37,436			46,418			36,540
Other assets		302,330			207,089			290,545			194,236
Total assets	$	5,447,047		$	5,075,467		$	5,558,088		$	5,049,081
Liabilities and Stockholders’ Equity
Deposits:
Noninterest bearing	$	665,426		$	605,863		$	643,032		$	574,560
Interest bearing		3,135,084			2,944,791			3,187,033			2,946,360
Total deposits		3,800,510			3,550,654			3,830,065			3,520,920
Borrowings		1,009,117			896,193			1,091,730			921,278
Other liabilities		82,760			73,934			77,082			68,608
Total liabilities		4,892,387			4,520,781			4,998,877			4,510,806
Stockholders’ Equity:
Common stock		208,367			124,922			208,349			110,711
Accumulated other comprehensive income, net of taxes		(10,310	)		13,511			1,309			11,293
Retained earnings		468,847			503,987			448,354			498,192
Treasury stock		(112,244	)		(87,734	)		(98,801	)		(81,921	)
Total stockholders’ equity		554,660			554,686			559,211			538,275
Total liabilities and stockholders’ equity	$	5,447,047		$	5,075,467		$	5,558,088		$	5,049,081