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 28, 2008

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:

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 January 28, 2008, Park National Corporation (“Park”) issued a news release (the “News Release”) announcing results for the three months and the twelve months ended December 31, 2007. A copy of the News Release is included as Exhibit 99.1 and incorporated herein by reference.

     Park’s management uses certain non-GAAP (generally accepted accounting principles) financial measures to evaluate Park’s performance. Specifically, management reviews (i) net income before impairment charge, (ii) net income per share-diluted before impairment charge, (iii) return on average assets before impairment charge, and (iv) return on average equity before impairment charge, (collectively, the “adjusted performance metrics”) and has included in the News Release information relating to the adjusted performance metrics for the three-month and twelve-month periods ended December 31, 2007 and 2006. For purposes of calculating these non-GAAP financial measures, net income (loss) for the three-month and twelve-month periods ended December 31, 2007 is increased by the non-cash goodwill impairment charge to earnings of approximately $54.0 million, to determine net income before impairment charge. Management believes the adjusted performance metrics present a more reasonable view of Park’s operating performance and ensures comparability of operating performance from period to period while eliminating the one-time non-recurring impairment charge. Park has provided a reconciliation of net income (loss) to net income before impairment charge and a reconciliation of net income (loss) per share-diluted to net income per share-diluted before impairment charge solely for the purpose of complying with SEC Regulation G and not as an indication that the adjusted performance metrics are a substitute for net income (loss), net income (loss) per share-diluted, return on average assets or return on average equity determined by GAAP.

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 28, 2008.

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

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 28, 2008	By:	/s/ John W. Kozak
		John W. Kozak
		Chief Financial Officer

3

INDEX TO EXHIBITS

Current Report on Form 8-K
Dated January 28, 2008

Park National Corporation

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on January 28, 2008

4

EX-99.1

Exhibit 99.1

January 28, 2008 CONFIDENTIAL

Park National Corporation reports 2007 results

NEWARK, Ohio — Park National Corporation (Park) (AMEX:PRK) today reported net income for 2007 was $22.7 million, 76 percent less than Park’s 2006 net income of $94.1 million. Park’s diluted earnings per share for the year 2007 were $1.60, a 76 percent decrease from $6.74 in diluted earnings per share for 2006. Without the $54 million impairment charge to earnings for the fourth quarter based on the reduction in the goodwill value of Park subsidiary Vision Bank, headquartered in Panama City, Fla. (announced January 15, 2008), Park would have earned $76.7 million and $5.40 diluted earnings per share for 2007.

Park’s net loss for the fourth quarter of 2007 was $43.2 million, or a net loss of $3.08 per share-diluted. Without the $54 million impairment charge to earnings for the fourth quarter, Park would have earned $10.9 million or $0.77 in diluted earnings per share for the fourth quarter 2007, compared to $22.6 million or $1.63 in diluted earnings per share in the fourth quarter of 2006.

Park had net loan charge-offs of $22.2 million for 2007 ($11.3 million for the fourth quarter 2007) and recorded a provision for loan losses for the year of $29.5 million ($18.6 million for the fourth quarter 2007). The provision for loan losses for the year ended December 31, 2006 was $3.9 million. Of the nearly $26 million increase in the provision for loan losses in 2007, $19.4 million was associated with Vision Bank. Vision Bank had $8.6 million of net loan charge-offs in 2007. The loan loss provision for the twelve-month period ended December 31, 2007 exceeds the net loan charge-offs for the same period by $7.3 million reflecting the deterioration of credit quality within Vision Bank’s portfolio. Vision Bank’s non-performing loans increased from $26.3 million at September 30, 2007 to $63.5 million at December 31, 2007. This represents 9.93 percent of Vision Bank’s outstanding loans at December 31, 2007, which totalled $639.1 million.

Park’s fourth quarter 2007 results also include a Visa^® indemnification charge of $0.9 million, which is based on Park’s membership interest in Visa^®. During the fourth quarter, Visa^® announced that it had reached an agreement to settle one of its lawsuits and that they were establishing a liability for a potential settlement with another party. Visa^® has also announced its plans for an initial public offering (“IPO”). If this IPO occurs, Visa’s^® stated intention is to fund litigation settlements from an escrow account that will be funded by the IPO. When and if an IPO takes place, Park would reverse the $0.9 million in contingent liabilities it has recorded in addition to recognizing gains as a result of the IPO.

“Our community banks in Ohio continue to perform very well in a challenging time for all financial institutions,” said Park Chairman C. Daniel DeLawder. “As stated in the news release dated January 15, 2008, we reaffirm our belief in the long term value of the two Vision Bank divisions and believe they will add to our earnings per share in the future.”

Headquartered in Newark, Ohio, Park holds $6.501 billion in assets (based on asset totals as of December 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 154 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 Panama City, Florida, Vision Bank Division of Gulf Shores, Alabama, Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance), and Guardian Financial Services Company.

Media contacts: Bethany White, Communication Specialist, 740.349.3754

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

          John Kozak, Chief Financial Officer, 740.349.3792

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This news release contains forward-looking statements that are provided to assist in the understanding of anticipated future financial performance. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risk and uncertainties that could cause actual results to differ materially include without limitation, deterioration in the asset value of Vision Bank’s loan portfolio may be worse than expected; Park’s ability to execute its business plan; general economic and financial market conditions, either national or in the states in which Park and its subsidiaries do business, are worse than expected; changes in interest rates; competitive pressures among financial institutions increase significantly; changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of Park and its subsidiaries; demand for loans in the respective market areas served by Park and its subsidiaries, and other risk factors relating to the banking industry as detailed from time to time in Park’s reports filed with the Securities and Exchange Commission including those described in “Item 1A. Risk Factors” of Part I of Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and in “Item 1A. Risk Factors” of Part II of Park’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Park does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.

Complete financial tables are listed 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)

INCOME STATEMENT

	THREE MONTHS ENDED									TWELVE MONTHS ENDED
	DECEMBER 31,									DECEMBER 31,
							PERCENT									PERCENT
	2007			2006			CHANGE			2007			2006			CHANGE
NET INTEREST INCOME	$	59,953		$	52,441			14.32	%	$	234,677		$	213,244			10.05	%
PROVISION FOR LOAN LOSSES		18,597			1,525			1119.48	%		29,476			3,927			650.60	%
OTHER INCOME		17,944			16,590			8.16	%		71,640			64,665			10.79	%
GAIN (LOSS) ON SALE OF SECURITIES		—			—						—			97
GOODWILL IMPAIRMENT CHARGE		54,035			—						54,035			—
OTHER EXPENSE		45,523			35,645			27.71	%		170,129			141,002			20.66	%
INCOME (LOSS) BEFORE TAXES		(40,258	)		31,861			-226.36	%		52,677			133,077			-60.42	%
NET INCOME (LOSS)		(43,170	)		22,593			-291.08	%		22,707			94,091			-75.87	%
NET INCOME BEFORE IMPAIRMENT CHARGE (a)		10,865			22,593			-51.91	%		76,742			94,091			-18.44	%
NET INCOME (LOSS) PER SHARE-BASIC		(3.08	)		1.63			-288.96	%		1.60			6.75			-76.30	%
NET INCOME (LOSS) PER SHARE-DILUTED		(3.08	)		1.63			-288.96	%		1.60			6.74			-76.26	%
NET INCOME PER SHARE BEFORE IMPAIRMENT CHARGE-DILUTED (a)		0.77			1.63			-52.76	%		5.40			6.74			-19.88	%
CASH DIVIDENDS DECLARED PER SHARE		0.94			0.93			1.08	%		3.73			3.69			1.08	%
RATIOS AND OTHER INFORMATION
RETURN ON AVERAGE ASSETS		-2.63	%		1.67	%					0.37	%		1.75	%
RETURN ON AVERAGE ASSETS BEFORE IMPAIRMENT CHARGE (a)		0.66	%		1.67	%					1.24	%		1.75	%
RETURN ON AVERAGE EQUITY		-27.14	%		15.93	%					3.67	%		17.26	%
RETURN ON AVERAGE EQUITY BEFORE IMPAIRMENT CHARGE (a)		6.83	%		15.93	%					12.40	%		17.26	%
YIELD ON EARNING ASSETS		7.02	%		6.85	%					7.18	%		6.77	%
COST OF PAYING LIABILITIES		3.47	%		3.20	%					3.50	%		2.97	%
NET INTEREST MARGIN		4.04	%		4.23	%					4.20	%		4.33	%
EFFICIENCY RATIO		127.06	%		51.26	%					72.74	%		50.35	%
NET LOAN CHARGE-OFFS	$	11,342		$	1,522					$	22,208		$	3,920
NET CHARGE-OFFS AS A PERCENT OF LOANS		1.07	%		0.18	%					0.55	%		0.12	%

BALANCE SHEET AT DECEMBER 31,

							PERCENT
	2007			2006			CHANGE
INVESTMENTS	$	1,703,103		$	1,513,498			12.53	%
LOANS		4,224,134			3,480,702			21.36	%
LOAN LOSS RESERVE		87,102			70,500			23.55	%
GOODWILL AND OTHER INTANGIBLES		144,556			78,003			85.32	%
TOTAL ASSETS		6,501,102			5,470,876			18.83	%
TOTAL DEPOSITS		4,439,239			3,825,534			16.04	%
BORROWINGS		1,389,727			979,913			41.82	%
EQUITY		580,012			570,439			1.68	%
BOOK VALUE PER SHARE		41.54			40.98			1.37	%
NONPERFORMING LOANS		103,932			25,117			313.79	%
NONPERFORMING ASSETS		117,375			28,468			312.31	%
PAST DUE 90 DAY LOANS		4,545			7,832			-41.97	%
RATIOS
LOANS/ASSETS		64.98	%		63.62	%
NONPERFORMING LOANS/LOANS		2.46	%		0.72	%
PAST DUE 90 DAY LOANS/LOANS		0.11	%		0.23	%
LOAN LOSS RESERVE/LOANS		2.06	%		2.03	%
EQUITY/ASSETS		8.92	%		10.43	%

(a) Net income for the fourth quarter has been adjusted for the impairment charge to goodwill. Net income before impairment charge equals net income for the period plus the impairment charge to goodwill of $54,035.

	THREE MONTHS ENDED					TWELVE MONTHS ENDED
	DECEMBER 31,					DECEMBER 31,
	2007			2006		2007		2006
RECONCILIATION OF NET INCOME (LOSS) TO NET INCOME BEFORE IMPAIRMENT CHARGE:
NET INCOME (LOSS)		(43,170	)		22,593		22,707		94,091
Plus goodwill impairment charge		54,035			—		54,035		—
NET INCOME BEFORE IMPAIRMENT CHARGE		10,865			22,593		76,742		94,091
RECONCILIATION OF NET INCOME (LOSS) PER SHARE-DILUTED TO NET INCOME PER SHARE-DILUTED BEFORE IMPAIRMENT CHARGE:
NET INCOME (LOSS) PER SHARE-DILUTED		(3.08	)		1.63		1.60		6.74
Plus impairment charge to goodwill per share-diluted		3.85			—		3.80		—
NET INCOME PER SHARE-DILUTED BEFORE IMPAIRMENT CHARGE		0.77			1.63		5.40		6.74

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

	Three Months Ended					Twelve Months Ended
	December 31,					December 31,
	2007			2006		2007		2006
Interest income:
Interest and fees on loans	$	82,202		$	66,132	$	320,827	$	255,123
Interest on:
Obligations of U.S. Government, its agencies and other securities		21,365			18,268		77,016		75,300
Obligations of states and political subdivisions		712			852		3,061		3,667
Other interest income		118			123		920		469
Total interest income		104,397			85,375		401,824		334,559
Interest expense:
Interest on deposits:
Demand and savings deposits		9,861			7,225		39,797		25,870
Time deposits		20,975			15,774		81,224		56,402
Interest on borrowings		13,608			9,935		46,126		39,043
Total interest expense		44,444			32,934		167,147		121,315
Net interest income		59,953			52,441		234,677		213,244
Provision for loan losses		18,597			1,525		29,476		3,927
Net interest income after provision for loan losses		41,356			50,916		205,201		209,317
Other income		17,944			16,590		71,640		64,665
Gain (loss) on sale of securities		—			—		—		97
Other expense:
Salaries and employee benefits		24,936			21,019		97,712		82,579
Occupancy expense		2,663			2,369		10,717		9,155
Furniture and equipment expense		2,295			1,878		9,259		8,215
Goodwill Impairment Charge		54,035			—		54,035		—
Other expense		15,629			10,379		52,441		41,053
Total other expense		99,558			35,645		224,164		141,002
Income (loss) before income taxes		(40,258	)		31,861		52,677		133,077
Income taxes		2,912			9,268		29,970		38,986
Net income (loss)		($43,170	)	$	22,593	$	22,707	$	94,091
Per Share:
Net income (loss) — basic		($3.08	)	$	1.63	$	1.60	$	6.75
Net income (loss) — diluted		($3.08	)	$	1.63	$	1.60	$	6.74
Weighted average shares — basic		14,029,944			13,845,071		14,212,805		13,929,090
Weighted average shares — diluted		14,030,499			13,872,586		14,217,483		13,966,836

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

	December 31,
	2007			2006
Assets
Cash and due from banks	$	183,165		$	177,990
Money market instruments		10,232			8,266
Interest bearing deposits		1			1
Investment securities		1,703,103			1,513,498
Loans (net of unearned income)		4,224,134			3,480,702
Allowance for loan losses		87,102			70,500
Loans, net		4,137,032			3,410,202
Bank premises and equipment, net		66,634			47,554
Other assets		400,935			313,365
Total assets	$	6,501,102		$	5,470,876
Liabilities and Stockholders’ Equity
Deposits:
Noninterest bearing	$	695,466		$	664,962
Interest bearing		3,743,773			3,160,572
Total deposits		4,439,239			3,825,534
Borrowings		1,389,727			979,913
Other liabilities		92,124			94,990
Total liabilities		5,921,090			4,900,437
Stockholders’ Equity:
Common stock (No par value; 20,000,000 shares authorized in 2007 and 2006; 16,151,200 shares issued in 2007 and 15,358,323 in 2006)		301,213			217,067
Accumulated other comprehensive (loss), net of taxes		(2,608	)		(22,820	)
Retained earnings		489,511			519,563
Treasury stock (2,186,624 shares in 2007 and 1,436,794 shares in 2006)		(208,104	)		(143,371	)
Total stockholders’ equity		580,012			570,439
Total liabilities and stockholders’ equity	$	6,501,102		$	5,470,876

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

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2007			2006			2007			2006
Assets
Cash and due from banks	$	148,912		$	139,743		$	151,219		$	142,794
Money market instruments		10,806			10,445			17,837			8,639
Interest bearing deposits		1			1			1			84
Investment securities		1,710,357			1,526,529			1,573,882			1,578,244
Loans (net of unearned income)		4,196,367			3,411,449			4,011,307			3,357,278
Allowance for loan losses		80,673			70,188			78,255			70,386
Loans, net		4,115,694			3,341,261			3,933,052			3,286,892
Bank premises and equipment, net		66,782			46,704			61,604			46,894
Other assets		460,798			318,400			431,561			317,076
Total assets	$	6,513,350		$	5,383,083		$	6,169,156		$	5,380,623
Liabilities and Stockholders’ Equity
Deposits:
Noninterest bearing	$	717,778		$	651,753		$	697,247		$	662,077
Interest bearing		3,789,396			3,162,943			3,706,231			3,162,867
Total deposits		4,507,174			3,814,696			4,403,478			3,824,944
Borrowings		1,289,179			924,075			1,062,735			928,639
Other liabilities		85,936			81,518			84,185			81,966
Total liabilities		5,882,289			4,820,289			5,550,398			4,835,549
Stockholders’ Equity:
Common stock		300,476			209,721			284,626			208,733
Accumulated other comprehensive (loss), net of taxes		(12,925	)		(14,798	)		(21,333	)		(21,085	)
Retained earnings		546,636			511,583			530,324			491,723
Treasury stock		(203,126	)		(143,712	)		(174,859	)		(134,297	)
Total stockholders’ equity		631,061			562,794			618,758			545,074
Total liabilities and stockholders’ equity	$	6,513,350		$	5,383,083		$	6,169,156		$	5,380,623