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) December 18, 2006

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 8 — Other Events

Item 8.01 — Other Events.

On December 18, 2006, Park National Corporation (“Park”) issued a news release announcing the closing of the merger transaction contemplated by the Second Amended and Restated Agreement and Plan of Merger, dated to be effective as of August 14, 2006 (as amended by the Amendment entered into as of December 15, 2006, the “Merger Agreement”), among Park, The Park National Bank (“PNB”), a wholly-owned subsidiary of Park, and Anderson Bank Company, an Ohio state-chartered commercial bank (“Anderson”). Park acquired Anderson through the merger of Anderson with and into PNB effective December 18, 2006. As a result of the merger, Anderson’s two offices will assume The Park National Bank name and become part of the operating division of PNB known as The Park National Bank of Southwest Ohio & Northern Kentucky.

Subject to adjustment for cash paid in lieu of fractional shares in accordance with the terms of the Merger Agreement, the shareholders of Anderson will receive aggregate consideration consisting of 86,137 common shares of Park and $9,054,343. The total number of Anderson common shares outstanding at the time of closing was 549,600. The Anderson shareholders had the opportunity to elect to receive all cash, all Park common shares or a combination of cash and Park common shares in exchange for their Anderson common shares. The elections of Anderson shareholders are subject to allocation procedures set forth in the Merger Agreement to ensure that the aggregate consideration received by Anderson shareholders in the merger transaction consists of the number of Park common shares and the amount of cash described above. Subject to such allocation procedures, each Anderson shareholder who elects to receive cash will receive $32.02 for each common share of Anderson held when the merger is effective and each Anderson shareholder who elects to receive Park common shares will receive .3227 Park common shares for each common share of Anderson held.

A copy of the news release announcing the closing of the merger transaction is included with this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

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 exhibits are being filed with or incorporated by reference into this Current Report on Form 8-K:

2

Exhibit No.	Description
2.1	Second Amended and Restated Agreement and Plan of Merger, dated to be effective as of August 14, 2006, by and among Park National Corporation, The Park National Bank and Anderson Bank Company (the “Merger Agreement”) (incorporated herein by reference to Annex A to the Prospectus of Park National Corporation/Proxy Statement of Anderson Bank Company dated November 13, 2006, filed November 16, 2006 pursuant to Rule 424(b)(3) under the Securities Act of 1933 (Registration No. 333-138028))*
2.2	Amendment to the Second Amended and Restated Agreement and Plan of Merger, entered into as of December 15, 2006, by and among Park National Corporation, The Park National Bank and Anderson Bank Company (filed herewith)
99.1	News Release issued by Park National Corporation on December 18, 2006 announcing the closing of the merger transaction involving The Park National Bank and Anderson Bank Company (filed herewith)

*The Anderson Disclosure Schedule referenced in the Anderson Merger Agreement has been omitted pursuant to Item 601(b)(2) of Regulation S-K. Park National Corporation hereby undertakes to furnish supplementally a copy of the Anderson Disclosure Schedule upon request by the SEC.

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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: December 18, 2006	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 December 18, 2006

Park National Corporation

Exhibit No.	Description
2.1	Second Amended and Restated Agreement and Plan of Merger, dated to be effective as of August 14, 2006, by and among Park National Corporation, The Park National Bank and Anderson Bank Company (the “Merger Agreement”) (incorporated herein by reference to Annex A to the Prospectus of Park National Corporation/Proxy Statement of Anderson Bank Company dated November 13, 2006, filed November 16, 2006 pursuant to Rule 424(b)(3) under the Securities Act of 1933 (Registration No. 333-138028))*
2.2	Amendment to the Second Amended and Restated Agreement and Plan of Merger, entered into as of December 15, 2006, by and among Park National Corporation, The Park National Bank and Anderson Bank Company (filed herewith)
99.1	News Release issued by Park National Corporation on December 18, 2006 announcing the closing of the merger transaction involving The Park National Bank and Anderson Bank Company (filed herewith)

*The Anderson Disclosure Schedule referenced in the Anderson Merger Agreement has been omitted pursuant to Item 601(b)(2) of Regulation S-K. Park National Corporation hereby undertakes to furnish supplementally a copy of the Anderson Disclosure Schedule upon request by the SEC.

[Remainder of page intentionally left blank]

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EX-2.2

Exhibit 2.2

AMENDMENT TO THE
SECOND AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER

     This Amendment (this “Amendment”) to the Second Amended and Restated Agreement and Plan of Merger dated to be effective as of August 14, 2006 (the “Agreement”), is made and entered into as of the 15th day of December, 2006, by and among Park National Corporation, an Ohio corporation; The Park National Bank, a national banking association; and Anderson Bank Company, an Ohio state-chartered commercial bank.

     WHEREAS, pursuant to Section 9.09 of the Agreement, the Agreement may be amended in writing among the parties thereto;

     NOW, THEREFORE, in consideration of the foregoing and for other consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows, intending to be legally bound hereby:

     1. Amendment to Section 2.04(c). The parties hereby amend the Agreement by deleting the second sentence of Section 2.04(c) of the Agreement in its entirety and by substituting therefor the following:

“Upon surrender of an Old Certificate for cancellation to the Exchange Agent, the Exchange Agent shall mail within five (5) business days of the later of (A) the expiration of the period during which holders of Anderson Shares may seek relief as dissenting shareholders as provided in Section 2.06, and (B) such surrender of the Old Certificate in exchange therefor (X) a New Certificate representing that number of whole Park Shares that such holder has the right to receive pursuant to the provisions of this Article Two, and/or (Y) a check in an amount equal to the sum of the cash to be paid to such holder as part of the Merger Consideration, the cash to be paid in lieu of any fractional Park Shares to which such holder is entitled pursuant to Section 2.03 and/or the cash to be paid in respect of any dividends or distributions to which such holder may be entitled pursuant to Section 2.04(e), after giving effect to any required tax withholdings, and the Old Certificate so surrendered shall forthwith be canceled.”

     2. Capitalized Terms. All capitalized terms used and not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

     3. No Other Amendment. Except as explicitly set forth in this Amendment, the terms and provisions of the Agreement shall remain in full force and effect in accordance with the terms thereof.

     4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Ohio.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized representatives as of the day and year first written above.

ATTEST:	PARK NATIONAL CORPORATION
/s/ David L. Trautman	By:	/s/ C. Daniel DeLawder
David L. Trautman,	Printed Name: C. Daniel DeLawder
President and Secretary	Title: Chairman of the Board and           Chief Executive Officer
ATTEST:	THE PARK NATIONAL BANK
/s/ Brenda L. Kutan	By:	/s/ C. Daniel DeLawder
Brenda L. Kutan,	Printed Name: C. Daniel DeLawder
Secretary	Title: Chairman of the Board and           Chief Executive Officer
ATTEST:	ANDERSON BANK COMPANY
/s/ Thomas P. Finn	By:	/s/ James R. Gudmens
Thomas P. Finn,	Printed Name: James R. Gudmens
Corporate Secretary	Title: President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

News Release

December 18, 2006

For Immediate Release

Park National Corporation, The Park National Bank
and Anderson Bank Company complete merger transaction

NEWARK, Ohio — Park National Corporation (AMEX: PRK) (Park), its subsidiary The Park National Bank, and Anderson Bank Company, an Ohio state-chartered commercial bank (Anderson), today officially completed their agreement and plan of merger. As a result, Anderson has merged with the Southwest Ohio and Northern Kentucky Division of The Park National Bank, effective at the close of business today. Anderson’s two full-service offices will assume The Park National Bank name. They are located in Anderson township on the east side of Cincinnati and in Amelia, Ohio.

“We are very pleased to unite these two community banks,” said Park Chairman C. Daniel DeLawder. “Both organizations share similar values and outstanding professionals. Working as one team under common local leadership further strengthens our capability to continue delivering high quality banking services.”

With additional office locations, customers of both banks gain increased convenience, and Anderson customers have access to new services like cash management, trusts and investments.

After the merger transaction, The Park National Bank of Southwest Ohio & Northern Kentucky Division has approximately $400 million in assets (based on asset totals as of September 30, 2006) and operates 13 offices, several throughout Clermont County as well as offices in downtown Cincinnati, West Chester, Dayton, and Florence, Kentucky. It is headquartered in Milford, Ohio and led by President Doug Compton and an advisory board of local business professionals.

“We welcome the customers and associates of Anderson Bank,” Compton said. “Now that we’re one organization, all of our customers benefit from the combined knowledge and experience of our expanded team of local professionals.”

Under the terms of the agreement and plan of merger, the shareholders of Anderson will receive aggregate consideration consisting of 86,137 common shares of Park and $9,052,093. The Anderson shareholders had the opportunity to elect to receive all cash, all Park common shares or a combination of cash and Park common shares in exchange for their Anderson common shares. Subject to the allocation procedures in the agreement and plan of merger, each Anderson shareholder who elects to receive cash will receive $32.02 for each common share of Anderson and each Anderson shareholder who elects to receive Park common shares will receive .3227 Park common shares for each common share of Anderson.

Headquartered in Newark, Ohio, Park now holds $5.47 billion in assets (based on asset totals as of September 30, 2006). It consists of 12 community banking divisions and two specialty finance companies, all based in Ohio. Park operates 138 offices across 29 Ohio counties and one Kentucky county through the following organizations: The Park National Bank, The Park National Bank Southwest Ohio & Northern Kentucky Division, 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 Leasing, Inc., and Guardian Financial Services Company.

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Media contacts:
Bethany White, Park Communication Specialist 740.349.3754
John Kozak, Park Chief Financial Officer, 740.349.3792
Ed Brady, Senior Vice President, The Park National Bank Southwest Ohio & Northern Kentucky Division, 513.576.0600

Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com