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 26, 2007                    

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))

TABLE OF CONTENTS

	Item 2.02 — Results of Operations and Financial Condition
	Item 9.01 — Financial Statements and Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EX-99.1

Item 2.02 — Results of Operations and Financial Condition

      On January 26, 2007, Park National Corporation (“Park”) issued a news release and reported a correction to net income for the fourth quarter and for the full year of 2006, which had previously been reported in Park’s news release issued on Tuesday, January 16, 2007. Park’s January 16, 2007 news release was included as Exhibit 99.1 to the Current Report on Form 8-K of Park dated January 16, 2007. Park’s net income (as a result of this correction) decreased by $1.256 million for both the three and twelve month periods ended December 31, 2006, as compared to Park’s net income as reported in the January  16, 2007 news release. In the January 26, 2007 news release, Park reported earnings (as corrected) for the three and twelve month periods ended December 31, 2006.

     The correction of net income for the three and twelve month periods ended December 31, 2006 was due to a problem in Park’s data processing system pertaining to accrued interest receivable on loans. Management discovered earlier this week that certain previously charged-off loans were accruing interest income. On Park’s data processing system, a loan that is charged-off also needs to be coded as nonaccrual for the data processing system to not accrue interest on these loans. Primarily, one of Park’s subsidiary banks has not been following this procedure on installment loans for approximately the past ten years. Management has concluded that accrued interest receivable on loans was overstated by $1.933 million at year-end 2006 and as a result interest income on loans was overstated on a cumulative basis by the same amount of $1.933 million. Management also concluded that the overstatement of accrued interest receivable on loans and the related overstatement of interest income on loans is not material to any previously issued financial statements. Accordingly, Park recorded a cumulative adjustment of $1.933 million in the fourth quarter of 2006 to reduce accrued interest receivable on loans and reduce interest income on loans. On an after-tax basis, this adjustment reduced Park’s net income by $1.256 million for the three and twelve months ended December 31, 2006 and reduced diluted earnings per share by $.09 for the three and twelve months ended December 31, 2006, as compared to net income and diluted earnings per share that was previously reported by Park on January 16, 2007.

      In the January 26, 2007 news release, Park reported earnings (as corrected) for the three and twelve month periods ended December 31, 2006. A copy of the news release issued by Park on January 26, 2007 is included with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 — Financial Statements and Exhibits.

(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Exhibits. The following exhibit is included with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on January 26, 2007.

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 26, 2007	By:	/S/ John W. Kozak
		John W. Kozak
		Chief Financial Officer

3

INDEX TO EXHIBITS

Current Report on Form 8-K
Dated January 26, 2007

Park National Corporation

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on January 26, 2007.

4

EX-99.1

Exhibit 99.1

N e w s  R e l e a s e 

Media contacts:
Laura Lewis, Senior Vice President, 740.349.3750
John Kozak, Chief Financial Officer, 740.349.3792

January 26, 2007 For Immediate Release

Park National Corporation makes correction
to 2006 earnings announcement

NEWARK, Ohio — Park National Corporation (Park) (AMEX:PRK) today reported a correction to net income for the fourth quarter and for the full year of 2006, which had previously been reported in Park’s news release issued on Tuesday, January 16, 2007. Park’s net income (as a result of the correction) decreased by $1.256 million for both the three- and twelve-month periods ended December 31, 2006, as compared to Park’s net income reported in the January 16, 2007 news release.

For the full year of 2006, Park’s net income was $94.091 million or $6.74 per diluted share, compared to that reported in the previous news release (from January 16, 2007) which had reported net income of $95.347 million and $6.83 per diluted share. This correction of $1.256 million resulted in a 1.3 percent decrease in both previously reported net income and previously reported diluted earnings per share for 2006.

Park’s net income for the year ended December 31, 2006 (as corrected), decreased by $1.147 million or 1.2 percent to $94.091 million compared to $95.238 million for 2005. Park’s diluted earnings per share increased by $.10 per share or 1.5 percent to $6.74 in 2006 (as corrected) compared to $6.64 for 2005.

For the fourth quarter of 2006, Park’s net income was $22.593 million or $1.63 per diluted share, compared to that reported in the previous news release (from January 16, 2007) which had reported net income of $23.849 million or $1.72 per diluted share. This correction of $1.256 million, resulted in a 5.3 percent decrease in previously reported net income and a 5.2 percent decrease in previously reported diluted earnings per share for the fourth quarter of 2006.

Park’s net income for the fourth quarter of 2006 (as corrected), decreased by $238,000 or 1.0 percent to $22.593 million compared to $22.831 million for the fourth quarter of 2005. Park’s diluted earnings per share increased by $.02 or 1.2 percent to $1.63 for the fourth quarter of 2006 (as corrected) compared to $1.61 for the fourth quarter of 2005.

Earlier this week, Park’s management discovered that the accrued interest receivable balance for loans was overstated by $1.933 million due to interest income being accrued on certain previously charged-off loans. When a loan is charged-off, the loan balance is reduced to zero and a charge is made to the loan loss reserve. No additional interest income is to be accrued on charged-off loans. However, for this to be properly reflected within Park’s data processing system, the charged-off loan also needs to be coded as being nonaccrual. Primarily, one of Park’s subsidiary banks did not code charged-off installment loans within Park’s data processing system as nonaccrual. This

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

N e w s  R e l e a s e 

error started approximately 10 years ago and resulted in an overstatement on a cumulative basis of $1.933 million for both accrued interest receivable on loans and interest income on loans. Park recorded this cumulative adjustment in the fourth quarter of 2006. This reduction in interest income on loans of $1.933 million caused a reduction in federal income tax expense of $677,000, which resulted in the decrease in net income of $1.256 million.

Park’s management has determined that the amount by which accrued interest receivable on loans and the related interest income on loans was overstated is not material to any previously issued financial statements. Accordingly, Park has recorded the cumulative adjustment of $1.933 million in the fourth quarter of 2006 and has not restated any previously issued financial statements. Management estimates that the impact on interest income on loans for the previous several quarters was an overstatement of approximately $100,000 per quarter. This overstatement had no impact on Park’s customer accounts or Park’s assets, other than accrued interest receivable on loans.

Headquartered in Newark, Ohio, Park holds $5.47 billion in assets (based on asset totals as of December 31, 2006). Park and its subsidiaries consist 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 of 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.

Financial Tables are below and reflect the corrections discussed above for all periods contained therein...

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, 2006

INCOME STATEMENT

	THREE MONTHS ENDED									TWELVE MONTHS ENDED
	DECEMBER 31,									DECEMBER 31,
							PERCENT									PERCENT
	2006			2005			CHANGE			2006			2005			CHANGE
NET INTEREST INCOME	$	52,441		$	55,156			-4.92	%	$	213,244		$	220,564			-3.32	%
PROVISION FOR LOAN LOSSES		1,525			1,400			8.93	%		3,927			5,407			-27.37	%
OTHER INCOME		16,590			14,889			11.42	%		64,665			59,609			8.48	%
GAIN (LOSS) ON SALE OF SECURITIES		0			0						97			96
OTHER EXPENSE		35,645			36,358			-1.96	%		141,002			139,438			1.12	%
INCOME BEFORE TAXES		31,861			32,287			-1.32	%		133,077			135,424			-1.73	%
NET INCOME		22,593			22,831			-1.04	%		94,091			95,238			-1.20	%
NET INCOME PER SHARE-BASIC		1.63			1.62			0.62	%		6.75			6.68			1.05	%
NET INCOME PER SHARE-DILUTED		1.63			1.61			1.24	%		6.74			6.64			1.51	%
CASH DIVIDENDS PER SHARE		0.93			0.92			1.09	%		3.69			3.62			1.93	%
RATIOS AND OTHER INFORMATION
RETURN ON AVERAGE ASSETS		1.67	%		1.66	%					1.75	%		1.71	%
RETURN ON AVERAGE EQUITY		15.93	%		16.33	%					17.26	%		17.03	%
YIELD ON EARNING ASSETS		6.85	%		6.41	%					6.77	%		6.17	%
COST OF PAYING LIABILITIES		3.20	%		2.46	%					2.97	%		2.19	%
NET INTEREST MARGIN		4.23	%		4.39	%					4.33	%		4.34	%
EFFICIENCY RATIO		51.26	%		51.48	%					50.35	%		49.32	%
NET LOAN CHARGE-OFFS	$	1,522		$	2,073					$	3,920		$	5,890
NET CHARGE-OFFS AS A PERCENT OF LOANS		0.18	%		0.25	%					0.12	%		0.18	%

BALANCE SHEET
AT DECEMBER 31,

							PERCENT
	2006			2005			CHANGE
INVESTMENTS	$	1,513,498		$	1,663,342			-9.01	%
LOANS		3,480,702			3,328,112			4.58	%
LOAN LOSS RESERVE		70,500			69,694			1.16	%
GOODWILL AND OTHER INTANGIBLES		78,003			69,188			12.74	%
TOTAL ASSETS		5,470,876			5,436,048			0.64	%
DEPOSITS		3,825,534			3,757,757			1.80	%
BORROWINGS		979,913			1,028,858			-4.76	%
EQUITY		570,439			558,430			2.15	%
BOOK VALUE PER SHARE		40.98			39.63			3.41	%
NONPERFORMING LOANS		25,117			22,363			12.31	%
NONPERFORMING ASSETS		28,468			24,731			15.11	%
PAST DUE 90 DAY LOANS		7,832			7,661			2.23	%
RATIOS
LOANS/ASSETS		63.62	%		61.22	%
NONPERFORMING LOANS/LOANS		0.73	%		0.67	%
PAST DUE 90 DAY LOANS/LOANS		0.23	%		0.23	%
LOAN LOSS RESERVE/LOANS		2.03	%		2.09	%
EQUITY/ASSETS		10.43	%		10.27	%

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

	December 31,
	2006			2005
Assets
Cash and due from banks	$	177,990		$	169,690
Money market instruments		8,266			4,283
Interest bearing deposits		1			300
Investment securities		1,513,498			1,663,342
Loans (net of unearned interest)		3,480,702			3,328,112
Allowance for possible loan losses		70,500			69,694
Loans, net		3,410,202			3,258,418
Bank premises and equipment, net		47,554			47,172
Other assets		313,365			292,843
Total assets	$	5,470,876		$	5,436,048
Liabilities and Stockholders’ Equity
Deposits:
Noninterest bearing	$	664,962		$	667,328
Interest bearing		3,160,572			3,090,429
Total deposits		3,825,534			3,757,757
Borrowings		979,913			1,028,858
Other liabilities		94,990			91,003
Total liabilities		4,900,437			4,877,618
Stockholders’ Equity:
Common stock (No par value; 20,000,000 shares authorized in 2006 and 2005; 15,358,323 shares issued in 2006 and 15,271,574 in 2005)		217,067			208,365
Accumulated other comprehensive income (loss), net of taxes		(22,820	)		(10,143	)
Retained earnings		519,563			476,889
Treasury stock (1,436,794 shares in 2006 and 1,178,948 shares in 2005)		(143,371	)		(116,681	)
Total stockholders’ equity		570,439			558,430
Total liabilities and stockholders’ equity	$	5,470,876		$	5,436,048

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

	Three Months Ended				Twelve Months Ended
	December 31,				December 31,
	2006		2005		2006		2005
Interest income:
Interest and fees on loans	$	66,132	$	59,759	$	255,123	$	223,868
Interest on:
Obligations of U.S. Government, its agencies and other securities		18,268		19,886		75,300		85,664
Obligations of states and political subdivisions		852		1,037		3,667		4,486
Other interest income		123		122		469		441
Total interest income		85,375		80,804		334,559		314,459
Interest expense:
Interest on deposits:
Demand and savings deposits		7,225		4,490		25,870		15,091
Time deposits		15,774		11,502		56,402		41,808
Interest on borrowings		9,935		9,656		39,043		36,996
Total interest expense		32,934		25,648		121,315		93,895
Net interest income		52,441		55,156		213,244		220,564
Provision for loan losses		1,525		1,400		3,927		5,407
Net interest income after provision for loan losses		50,916		53,756		209,317		215,157
Other income		16,590		14,889		64,665		59,609
Gain (loss) on sale of securities		—		—		97		96
Other expense:
Salaries and employee benefits		20,393		19,134		80,227		78,498
Occupancy expense		2,347		2,097		9,066		8,641
Furniture and equipment expense		1,202		1,287		5,166		5,278
Other expense		11,703		13,840		46,543		47,021
Total other expense		35,645		36,358		141,002		139,438
Income before federal income taxes		31,861		32,287		133,077		135,424
Federal income taxes		9,268		9,456		38,986		40,186
Net income	$	22,593	$	22,831	$	94,091	$	95,238
Per Share:
Net income — basic	$	1.63	$	1.62	$	6.75	$	6.68
Net income — diluted	$	1.63	$	1.61	$	6.74	$	6.64
Weighted average shares — basic		13,845,071		14,134,058		13,929,090		14,258,519
Weighted average shares — diluted		13,872,586		14,199,455		13,966,836		14,348,243

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

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2006			2005			2006			2005
Assets
Cash and due from banks	$	139,743		$	148,566		$	142,794		$	148,303
Money market instruments		10,445			12,713			8,639			11,272
Interest bearing deposits		1			305			84			986
Investment securities		1,526,529			1,694,688			1,578,244			1,853,524
Loans (net of unearned interest)		3,411,449			3,312,164			3,357,278			3,278,092
Allowance for possible loan losses		70,188			71,050			70,386			71,052
Loans, net		3,341,261			3,241,114			3,286,892			3,207,040
Bank premises and equipment, net		46,704			47,331			46,894			46,418
Other assets		318,400			302,330			317,076			290,545
Total assets	$	5,383,083		$	5,447,047		$	5,380,623		$	5,558,088
Liabilities and Stockholders’ Equity
Deposits:
Noninterest bearing	$	651,753		$	665,426		$	662,077		$	643,032
Interest bearing		3,162,943			3,135,084			3,162,867			3,187,033
Total deposits		3,814,696			3,800,510			3,824,944			3,830,065
Borrowings		924,075			1,009,117			928,639			1,091,730
Other liabilities		81,518			82,760			81,966			77,082
Total liabilities		4,820,289			4,892,387			4,835,549			4,998,877
Stockholders’ Equity:
Common stock		209,721			208,367			208,733			208,349
Accumulated other comprehensive income (loss), net of taxes		(14,798	)		(10,310	)		(21,085	)		1,309
Retained earnings		511,583			468,847			491,723			448,354
Treasury stock		(143,712	)		(112,244	)		(134,297	)		(98,801	)
Total stockholders’ equity		562,794			554,660			545,074			559,211
Total liabilities and stockholders’ equity	$	5,383,083		$	5,447,047		$	5,380,623		$	5,558,088