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 21, 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 April 21, 2008, Park National Corporation (“Park”) issued a news release (the “News Release”) announcing earnings for the three months ended March 31, 2008. A copy of this 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 return on average tangible realized equity, and has included in the News Release information relating to the return on average tangible realized equity for the three-month periods ended March 31, 2008 and 2007. For purposes of calculating this non-GAAP financial measure, net income for each period is divided by average tangible realized equity during the period. Average tangible realized equity equals average stockholders’ equity during the applicable period less (i) average goodwill and other intangible assets during the period and (ii) average accumulated other comprehensive income (loss), net of taxes, during the period. Management believes that return on average tangible realized equity presents a more accurate view of Park’s operating performance and ensures comparability of operating performance from period to period while eliminating certain non-operational effects of acquisitions and unrealized gains and losses arising from mark-to-market accounting for the fair market value of investment securities. In the News Release, Park has provided a reconciliation of average tangible realized equity to average stockholders’ equity solely for the purpose of complying with SEC Regulation G and not as an indication that return on average tangible realized equity is a substitute for return on average equity as determined in accordance with GAAP.

Item 8.01 — Other Events

Declaration of Cash Dividend

     As reported in the News Release, on April 21, 2008, the Park Board of Directors declared a $0.94 per share regular quarterly cash dividend in respect of Park’s common shares. The dividend is payable on June 10, 2008 to shareholders of record as of the close of business on May 28, 2008.

Item 9.01 — Financial Statements and Exhibits.

     (a) Not applicable

     (b) Not applicable

     (c) Not applicable

2

     (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 21, 2008.

[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 21, 2008	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 21, 2008

Park National Corporation

Exhibit No.	Description
99.1	News Release issued by Park National Corporation on April 21, 2008

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EX-99.1

Exhibit 99.1

News Release

April 21, 2008 For immediate release

Park National Corporation reports net income increase
for first quarter 2008, declares second quarter dividend

NEWARK, Ohio — Park National Corporation (Park) (AMEX:PRK) today reported $23.0 million in net income for the first quarter 2008 (three months ended March 31, 2008), a 9.1 percent increase over the $21.1 million in net income from the same period in 2007. Earnings per diluted share for the first quarter 2008 were $1.65, a 10.7 percent increase compared to $1.49 in earnings per diluted share in the first quarter 2007.

At its meeting earlier today, the Park board of directors declared a cash dividend for the second quarter of 2008 of $.94 per share, payable on June 10, 2008 to shareholders on record as of May 28, 2008.

Net loan charge-offs for the first quarter 2008 totaled $8.6 million or an annualized 0.82 percent of average loans. Net loan charge-offs for the first quarter 2007 were $2.2 million or an annualized 0.25 percent of average loans. Park’s provision for loan losses in the first quarter 2008 was $7.4 million, compared to $2.2 million for the first quarter of 2007.

“In addition to taking the best care of our clients and helping them achieve their financial goals, we continue to place the highest priority on improving loan quality and reducing loan charge-offs,” said Park Chairman C. Daniel DeLawder.

Park’s Vision Bank affiliate (acquired on March 9, 2007) accounted for 64 percent of 2008 first quarter net loan charge-offs. Vision Bank is headquartered in Panama City, Fla. and its offices serve communities in the Florida panhandle and Baldwin County, Alabama.

“Associates at Vision Bank are aggressively managing the loan portfolio to minimize future losses. We are encouraged that Vision Bank increased loan balances in the first quarter utilizing loan underwriting practices consistently employed by other Park affiliate banks,” DeLawder said. “Loan balances in the corporation collectively increased during the first quarter, including increased lending activity within the communities served by the Ohio-based affiliates.”

During the fourth quarter of 2007, Park recorded a $0.9 million charge related to Park’s relationship with Visa^® and Visa^® members’ indemnification of future settlements related to some litigation issues Visa^® was facing. During the first quarter of 2008, Visa’s^® successful initial public offering generated proceeds that allowed Park to reverse the litigation reserve and also receive $2.2 million in other income, for a total of $3.1 million recognized in other income during the period.

Headquartered in Newark, Ohio, Park holds $6.785 billion in assets (based on asset totals as of March 31, 2008). 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 156 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
	John Kozak, Chief Financial Officer, 740.349.3792

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

News Release

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 successfully and within expected timeframe; 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 the interest rate environment reduce net interest margins; competitive pressures among financial institutions increase significantly; the nature, time and effect of 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, 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 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)
MARCH 31, 2008

INCOME STATEMENT

	THREE MONTHS ENDED
	MARCH 31,
							PERCENT
	2008			2007			CHANGE
NET INTEREST INCOME	$	61,484		$	54,898			12.00	%
PROVISION FOR LOAN LOSSES		7,394			2,205			235.33	%
OTHER INCOME		21,039			16,174			30.08	%
GAIN ON SALE OF SECURITIES		309			—
OTHER EXPENSE		43,277			39,309			10.09	%
INCOME BEFORE TAXES		32,161			29,558			8.81	%
NET INCOME		22,978			21,063			9.09	%
NET INCOME PER SHARE-BASIC		1.65			1.49			10.74	%
NET INCOME PER SHARE-DILUTED		1.65			1.49			10.74	%
CASH DIVIDENDS PER SHARE		0.94			0.93			1.08	%
RATIOS AND OTHER INFORMATION
RETURN ON AVERAGE ASSETS		1.42	%		1.51	%
RETURN ON AVERAGE EQUITY		15.95	%		14.58	%
RETURN ON AVERAGE TANGIBLE REALIZED EQUITY (a)		21.59	%		17.09	%
YIELD ON EARNING ASSETS		6.83	%		7.10	%
COST OF PAYING LIABILITIES		3.07	%		3.36	%
NET INTEREST MARGIN		4.19	%		4.31	%
EFFICIENCY RATIO		52.16	%		54.94	%
NET LOAN CHARGE-OFFS (RECOVERIES)	$	8,648		$	2,199
NET CHARGE-OFFS AS A PERCENT OF LOANS		0.82	%		0.25	%

BALANCE SHEET

	March 31,			December 31,			March 31,
	2008			2007			2007
INVESTMENTS	$	1,956,035		$	1,703,103		$	1,590,948
LOANS		4,253,363			4,224,134			4,088,683
LOAN LOSS RESERVE		85,848			87,102			79,839
GOODWILL AND OTHER INTANGIBLES		143,550			144,556			198,228
TOTAL ASSETS		6,785,437			6,501,102			6,307,455
DEPOSITS		4,519,756			4,439,239			4,552,476
BORROWINGS		1,581,465			1,389,727			1,010,970
EQUITY		595,251			580,012			660,890
BOOK VALUE PER SHARE		42.63			41.54			45.07
NONPERFORMING LOANS		107,303			103,932			37,748
NONPERFORMING ASSETS		127,416			117,375			42,346
PAST DUE 90 DAY LOANS		4,032			4,545			2,881
RATIOS
LOANS/ASSETS		62.68	%		64.98	%		64.82	%
NONPERFORMING LOANS/LOANS		2.52	%		2.46	%		0.92	%
PAST DUE 90 DAY LOANS/LOANS		0.09	%		0.11	%		0.07	%
LOAN LOSS RESERVE/LOANS		2.02	%		2.06	%		1.95	%
EQUITY/ASSETS		8.77	%		8.92	%		10.48	%

(a) Net Income for each period divided by average tangible realized equity during the period. Average tangible realized equity equals average stockholders’ equity during the applicable period less (i) average goodwill and other intangible assets during the period and (ii) average accumulated other comprehensive income (loss), net of taxes, during the period.

RECONCILIATION OF AVERAGE STOCKHOLDERS’ EQUITY TO AVERAGE TANGIBLE REALIZED EQUITY:

	THREE MONTHS ENDED
	MARCH 31,
	2008			2007
AVERAGE STOCKHOLDERS’ EQUITY		579,564			585,702
Less Average Goodwill and Other Intangible Assets		144,119			108,794
Average Accumulated Other Comprehensive (Income)Loss, Net of Taxes		(7,306	)		22,810
AVERAGE TANGIBLE REALIZED EQUITY		428,139			499,718

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

	Three Months Ended
	March 31,
	2008		2007
Interest income:
Interest and fees on loans	$	79,010	$	71,182
Interest on:
Obligations of U.S. Government, its agencies and other securities		20,705		18,547
Obligations of states and political subdivisions		654		813
Other interest income		99		294
Total interest income		100,468		90,836
Interest expense:
Interest on deposits:
Demand and savings deposits		7,358		8,097
Time deposits		19,199		17,581
Interest on borrowings		12,427		10,260
Total interest expense		38,984		35,938
Net interest income		61,484		54,898
Provision for loan losses		7,394		2,205
Net interest income after provision for loan losses		54,090		52,693
Other income		21,039		16,174
Gain (loss) on sale of securities		309		—
Other expense:
Salaries and employee benefits		24,671		23,061
Occupancy expense		3,025		2,560
Furniture and equipment expense		2,317		2,176
Other expense		13,264		11,512
Total other expense		43,277		39,309
Income before income taxes		32,161		29,558
Income taxes		9,183		8,495
Net income	$	22,978	$	21,063
Per Share:
Net income — basic	$	1.65	$	1.49
Net income — diluted	$	1.65	$	1.49
Weighted average shares — basic		13,964,572		14,121,331
Weighted average shares — diluted		13,964,572		14,138,517

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

	March 31,
	2008			2007
Assets
Cash and due from banks	$	176,350		$	169,192
Money market instruments		8,546			28,938
Interest bearing deposits		1			1
Investment securities		1,956,035			1,590,948
Loans (net of unearned income)		4,253,363			4,088,683
Allowance for possible loan losses		85,848			79,839
Loans, net		4,167,515			4,008,844
Bank premises and equipment, net		68,816			64,946
Goodwill and other intangible assets		143,550			198,228
Other assets		264,624			246,358
Total assets	$	6,785,437		$	6,307,455
Liabilities and Stockholders’ Equity
Deposits:
Noninterest-bearing	$	711,151		$	718,829
Interest-bearing		3,808,605			3,833,647
Total deposits		4,519,756			4,552,476
Borrowings		1,581,465			1,010,970
Other liabilities		88,965			83,119
Total liabilities		6,190,186			5,646,565
Stockholders’ Equity:
Common stock (No par value; 20,000,000 shares authorized at 2008 and 2007; 16,151,188 shares issued at 2008 and 16,151,243 at 2007)		301,213			300,324
Accumulated other comprehensive income (loss), net of taxes		10,627			(19,111	)
Retained earnings		491,515			527,677
Treasury stock (2,186,624 shares at 2008 and 1,486,382 shares at 2007)		(208,104	)		(148,000	)
Total stockholders’ equity		595,251			660,890
Total liabilities and stockholders’ equity	$	6,785,437		$	6,307,455

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

	Three Months Ended
	March 31,
	2008			2007
Assets
Cash and due from banks	$	141,568		$	150,773
Money market instruments		11,500			23,395
Interest bearing deposits		1			1
Investment securities		1,717,375			1,536,664
Loans (net of unearned income)		4,229,423			3,631,168
Allowance for possible loan losses		87,273			73,174
Loans, net		4,142,150			3,557,994
Bank premises and equipment, net		69,018			49,988
Goodwill and other intangible assets		144,119			108,794
Other assets		269,467			244,437
Total assets	$	6,495,198		$	5,672,046
Liabilities and Stockholders’ Equity
Deposits:
Noninterest-bearing	$	705,014		$	656,765
Interest-bearing		3,768,060			3,376,488
Total deposits		4,473,074			4,033,253
Borrowings		1,343,208			963,787
Other liabilities		99,352			89,304
Total liabilities		5,915,634			5,086,344
Stockholders’ Equity:
Common stock		301,213			236,509
Accumulated other comprehensive income (loss), net of taxes		7,306			(22,810	)
Retained earnings		479,149			515,649
Treasury stock		(208,104	)		(143,646	)
Total stockholders’ equity		579,564			585,702
Total liabilities and stockholders’ equity	$	6,495,198		$	5,672,046