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)      April 16, 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))

Item 2.02 — Results of Operations and Financial Condition

     On April 16, 2007, Park National Corporation (“Park”) issued a news release (the “News Release”) announcing earnings for the three months ended March 31, 2007. A copy of this News Release is included as Exhibit 99.1 and incorporated by reference.

Item 8.01 — Other Events

Announcement of Earnings

     On April 16, 2007, Park issued a News Release announcing earnings for the three months ended March 31, 2007. A copy of the News Release is included as Exhibit 99.1 and incorporated by reference.

Declaration of Cash Dividend

     As reported in the News Release on April 16, 2007, the Park Board of Directors declared a $0.93 per share regular quarterly cash dividend in respect of Park’s common shares. The dividend is payable on June 8, 2007 to shareholders of record as of the close of business on May 22, 2007. A copy of the News Release is included as Exhibit 99.1 and incorporated 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 April 16, 2007.

[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: April 16, 2007	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 April 16, 2007

Park National Corporation

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on April 16, 2007

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EX-99.1

Exhibit 99.1

N e w s   R e l e a s e

April 16, 2007

For Immediate Release

Park National Corporation reports first quarter 2007 earnings
and declares cash dividend

NEWARK, Ohio — Park National Corporation (Park) (AMEX:PRK) today reported net income of $21.063 million for the first three months of 2007, an 11.5 percent decrease compared to the same period in 2006, when net income of $23.807 million was reported. Diluted earnings per share for the first quarter of this year were $1.49, a decrease of 11.8 percent from 2006’s first quarter diluted earnings per share of $1.69.

Park announced the declaration of a regular cash dividend of $.93 per share, an increase of 1.1 percent over the same period a year ago. The dividends are payable on June 8, 2007 to shareholders of record as of May 22, 2007.

Park made a provision to the allowance for loan and lease losses of $2.2 million in the first quarter of 2007. There was no loan loss provision expense during the first quarter of 2006.

As previously announced, Park concluded its merger transaction with Vision Bancshares, Inc. on March 9, 2007. Vision Bank of Gulf Shores, Alabama and Vision Bank of Panama City, Florida are Park’s two newest bank subsidiaries and added 22 days of earnings to net income for the first quarter of 2007.

Headquartered in Newark, Ohio, Park holds $6.307 billion in assets (based on asset totals as of March 31, 2007). Park and its subsidiaries consist of 14 community banking divisions, 12 of which are based in Ohio, 1 in Alabama and 1 in Florida, and 2 specialty finance companies. Park operates 153 offices 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, Vision Bank of Gulf Shores, Alabama, Vision Bank of Panama City, Florida, Scope Leasing, Inc., and Guardian Financial Services Company.

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

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)
MARCH 31, 2007

INCOME STATEMENT

	THREE MONTHS ENDED
	MARCH 31,
							PERCENT
	2007			2006			CHANGE
NET INTEREST INCOME	$	54,898		$	53,419			2.77	%
PROVISION FOR LOAN LOSSES		2,205			—			100.00	%
OTHER INCOME		16,174			15,393			5.07	%
GAIN (LOSS) ON SALE OF SECURITIES		—			—
OTHER EXPENSE		39,309			35,012			12.27	%
INCOME BEFORE TAXES		29,558			33,800			-12.55	%
NET INCOME		21,063			23,807			-11.53	%
NET INCOME PER SHARE-BASIC		1.49			1.70			-12.35	%
NET INCOME PER SHARE-DILUTED		1.49			1.69			-11.83	%
CASH DIVIDENDS PER SHARE		0.93			0.92			1.09	%
RATIOS AND OTHER INFORMATION
RETURN ON AVERAGE ASSETS		1.51	%		1.78	%
RETURN ON AVERAGE EQUITY		14.58	%		17.65	%
YIELD ON EARNING ASSETS		7.10	%		6.57	%
COST OF PAYING LIABILITIES		3.36	%		2.67	%
NET INTEREST MARGIN		4.31	%		4.37	%
EFFICIENCY RATIO		54.94	%		50.48	%
NET LOAN CHARGE-OFFS (RECOVERIES)	$	2,199			($1	)
NET CHARGE-OFFS AS A PERCENT OF LOANS		0.25	%		0.00	%

BALANCE SHEET
AT MARCH 31,

	2007			2006			PERCENT CHANGE
INVESTMENTS	$	1,590,948		$	1,683,274			-5.48	%
LOANS		4,088,683			3,318,314			23.22	%
LOAN LOSS RESERVE		79,839			69,695			14.55	%
GOODWILL AND OTHER INTANGIBLES		198,228			68,551			189.17	%
TOTAL ASSETS		6,307,455			5,444,445			15.85	%
DEPOSITS		4,552,476			3,833,939			18.74	%
BORROWINGS		1,010,970			989,312			2.19	%
EQUITY		660,890			544,961			21.27	%
BOOK VALUE PER SHARE		45.07			38.90			15.86	%
NONPERFORMING LOANS		37,748			22,454			68.11	%
NONPERFORMING ASSETS		42,346			25,349			67.05	%
PAST DUE 90 DAY LOANS		2,881			5,490			-47.52	%
RATIOS
LOANS/ASSETS		64.82	%		60.95	%
NONPERFORMING LOANS/LOANS		0.92	%		0.68	%
PAST DUE 90 DAY LOANS/LOANS		0.07	%		0.17	%
LOAN LOSS RESERVE/LOANS		1.95	%		2.10	%
EQUITY/ASSETS		10.48	%		10.01	%
TANGIBLE EQUITY/TANGIBLE ASSETS		7.57	%		8.86	%

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

	March 31,
	2007			2006
Assets
Cash and due from banks	$	169,192		$	146,389
Money market instruments		28,938			10,052
Interest bearing deposits		1			300
Investment securities		1,590,948			1,683,274
Loans (net of unearned interest)		4,088,683			3,318,314
Allowance for possible loan losses		79,839			69,695
Loans, net		4,008,844			3,248,619
Bank premises and equipment, net		64,946			47,149
Goodwill and other intangible assets		198,228			68,551
Other assets		246,358			240,111
Total assets	$	6,307,455		$	5,444,445
Liabilities and Stockholders’ Equity
Deposits:
Noninterest-bearing	$	718,829		$	654,689
Interest-bearing		3,833,647			3,179,250
Total deposits		4,552,476			3,833,939
Borrowings		1,010,970			989,312
Other liabilities		83,119			76,233
Total liabilities		5,646,565			4,899,484
Stockholders’ Equity:
Common stock (No par value; 20,000,000 shares authorized in 2007 and 2006; 16,151,243 shares issued in 2007 and 15,272,258 in 2006)		300,324			208,405
Accumulated other comprehensive income, net of taxes		(19,111	)		(25,280	)
Retained earnings		527,677			487,816
Treasury stock (1,486,382 shares in 2007 and 1,263,339 shares in 2006)		(148,000	)		(125,980	)
Total stockholders’ equity		660,890			544,961
Total liabilities and stockholders’ equity	$	6,307,455		$	5,444,445

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

	Three Months Ended
	March 31,
	2007		2006
Interest income:
Interest and fees on loans	$	71,182	$	59,933
Interest on:
Obligations of U.S. Government, its agencies and other securities		18,547		19,564
Obligations of states and political subdivisions		813		977
Other interest income		294		122
Total interest income		90,836		80,596
Interest expense:
Interest on deposits:
Demand and savings deposits		8,097		5,004
Time deposits		17,581		12,316
Interest on borrowings		10,260		9,857
Total interest expense		35,938		27,177
Net interest income		54,898		53,419
Provision for loan losses		2,205		—
Net interest income after provision for loan losses		52,693		53,419
Other income		16,174		15,393
Gain (loss) on sale of securities		—		—
Other expense:
Salaries and employee benefits		22,460		20,046
Occupancy expense		2,538		2,262
Furniture and equipment expense		1,392		1,336
Other expense		12,919		11,368
Total other expense		39,309		35,012
Income before federal income taxes		29,558		33,800
Income taxes		8,495		9,993
Net income	$	21,063	$	23,807
Per Share:
Net income — basic	$	1.49	$	1.70
Net income — diluted	$	1.49	$	1.69
Weighted average shares — basic		14,121,331		14,034,360
Weighted average shares — diluted		14,138,517		14,095,895

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

	Three Months Ended
	March 31,
	2007			2006
Assets
Cash and due from banks	$	150,773		$	144,959
Money market instruments		23,395			9,067
Interest bearing deposits		1			300
Investment securities		1,536,664			1,664,820
Loans (net of unearned interest)		3,631,168			3,311,576
Allowance for possible loan losses		73,174			70,924
Loans, net		3,557,994			3,240,652
Bank premises and equipment, net		49,988			46,999
Goodwill and other intangible assets		108,794			68,954
Other assets		244,437			239,606
Total assets	$	5,672,046		$	5,415,357
Liabilities and Stockholders’ Equity
Deposits:
Noninterest-bearing	$	656,765		$	654,181
Interest-bearing		3,376,488			3,126,606
Total deposits		4,033,253			3,780,787
Borrowings		963,787			1,000,367
Other liabilities		89,304			87,120
Total liabilities		5,086,344			4,868,274
Stockholders’ Equity:
Common stock		236,509			208,392
Accumulated other comprehensive income, net of taxes		(22,810	)		(12,431	)
Retained earnings		515,649			474,114
Treasury stock		(143,646	)		(122,992	)
Total stockholders’ equity		585,702			547,083
Total liabilities and stockholders’ equity	$	5,672,046		$	5,415,357