-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CW/oYYq41wJhdsQmiUhQD4n4BxA5V62ScWBM6sSEYax4lwejvkNAZVxHAtxm0LY/ hck6LJpEH8YJEtPHlW2y4A== 0000950152-97-004070.txt : 19970520 0000950152-97-004070.hdr.sgml : 19970520 ACCESSION NUMBER: 0000950152-97-004070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970505 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Bankruptcy or receivership ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Other events ITEM INFORMATION: Resignations of registrant's directors ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Change in fiscal year ITEM INFORMATION: FILED AS OF DATE: 19970519 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARK NATIONAL CORP /OH/ CENTRAL INDEX KEY: 0000805676 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 311179518 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13006 FILM NUMBER: 97611111 BUSINESS ADDRESS: STREET 1: 50 NORTH THIRD ST CITY: NEWARK STATE: OH ZIP: 43055 BUSINESS PHONE: 6143498451 MAIL ADDRESS: STREET 1: P O BOX 3500 CITY: NEWARK STATE: OH ZIP: 43058-3500 8-K 1 PARK NATIONAL BANK 8-K 1 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) May 5, 1997 PARK NATIONAL CORPORATION (Exact name of registrant as specified in its charter) Ohio 1-13006 31-1179518 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 50 North Third Street, Newark, Ohio 43055 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (614) 349-8451 ---------------- Not Applicable (Former name or former address, if changed since last report.) Page 1 of 12 Pages Exhibit Index at Page 5 2 Item 1. Changes in Control of Registrant -------------------------------- Not Applicable. Item 2. Acquisition or Disposition of Assets ------------------------------------ Reference is made to the Registration Statement (the "Registration Statement") on Form S-4 (Registration No. 333-20417) filed with the Securities and Exchange Commission by Park National Corporation ("Park" or the "Registrant") relative to the merger of First-Knox Banc Corp. ("First-Knox") with and into Park (the "Merger"). The Registration Statement contains information regarding the Merger which is the subject matter of this Current Report and which constitutes "previously reported" information as that term is defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the "Act"). The Agreement and Plan of Merger, dated as of October 28, 1996, as amended by the Amendment to Agreement and Plan of Merger, dated as of January 10, 1997 (collectively, the "Merger Agreement") was adopted by the stockholders of Park on April 21, 1997 and by the stockholders of First-Knox on April 23, 1997. With all required approvals of regulatory authorities having been received, the Merger became effective on May 5, 1997. Upon the effectiveness of the Merger, pursuant to the terms of the Merger Agreement, each of the outstanding First-Knox Common Shares was converted into the right to receive .5914 Park Common Shares (the "Exchange Ratio"). As a result of the Merger, approximately 2.3 million Park Common Shares will be issued. The closing sales price of the Park Common Shares on May 5, 1997 as reported on the American Stock Exchange was $57.25. Substantially all of the real estate, buildings, equipment and other physical property owned by First-Knox and its subsidiaries at the effective time of the Merger were used in the general commercial banking business conducted by First-Knox and its subsidiaries. Park intends to continue to use such real estate, buildings, equipment and other physical property in such banking businesses conducted by the combined companies following the Merger, and Park has no present plans to devote any material amount of such assets to other purposes. Item 3. Bankruptcy or Receivership -------------------------- Not Applicable. -2- 3 Item 4. Changes in Registrant's Certifying Accountant --------------------------------------------- Not Applicable. Item 5. Other Events ------------ On May 5, 1997, Park issued a Press Release announcing that Park had completed the Merger with First-Knox Banc Corp. The Merger of Park and First-Knox creates a $2.2 billion bank holding company with fifty-three full-service banking offices and 1,099 employees serving customers in fifteen central and southern Ohio counties. With the completion of the Merger, four members of First-Knox's Board of Directors joined Park's Board. The size of Park's Board increased to 16 members. The new Board members are: Maureen Buchwald, Vice President, Ariel Corporation; James J. Cullers, Attorney, Zelkowitz, Barry & Cullers; Philip H. Jordan, Jr., Chairman, First-Knox National Bank and retired President, Kenyon College; and James A. McElroy, Chairman of the Board, AMG Industries, Inc. A copy of the May 5, 1997 Press Release noting the completion of the Merger is filed as Exhibit 99 to this Current Form 8-K and is incorporated herein by reference. Item 6. Resignations of Registrant's Directors -------------------------------------- Not Applicable. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ a.) Financial Statements of Business Acquired ----------------------------------------- 1. The following audited financial statements of First-Knox are hereby incorporated by reference to First-Knox's Annual Report on Form 10-K for the year ended December 31, 1996, as filed with the Commission pursuant to the Exchange Act: Report of Independent Auditors Consolidated Balance Sheets, December 31, 1996 and 1995 -3- 4 Consolidated Statements of Income, for the years ended December 31, 1996, 1995, and 1994 Consolidated Statements of Cash Flows, for the years ended December 31, 1996, 1995, and 1994 Consolidated Statements of Changes in Shareholders' Equity, for the years ended December 31, 1996, 1995, and 1994 Notes to Consolidated Financial Statements 2. The following unaudited financial statements of First-Knox are hereby incorporated by reference to First-Knox's Form 10-Q for the quarter ended March 31, 1997, as filed with the Commission pursuant to the Exchange Act: Consolidated Balance Sheet, March 31, 1997 and December 31, 1996 Consolidated Statements of Income, for the quarters ended March 31, 1997 and 1996 Consolidated Statements of Cash Flows, for the quarters ended March 31, 1997 and 1996 Notes to Consolidated Financial Statements b. Pro Forma Financial Information: -------------------------------- 1. The following unaudited pro forma combined consolidated financial information of Park and First-Knox are hereby incorporated by reference to the Registration Statement on Form S-4, Registration No. 333-20417: Condensed Pro Forma Combined Consolidated Balance Sheet, December 31, 1996 Condensed Pro Forma Combined Consolidated Statements of Income, for the years ended December 31, 1996, 1995, and 1994. Notes to Pro Forma Combined Consolidated Financial Information 2. The following unaudited pro forma combined consolidated financial information of Park and First-Knox are included in this Form 8-K: -4- 5 Condensed Pro Forma Combined Consolidated Balance Sheet, March 31, 1997 -- Page 8 Condensed Pro Forma Combined Consolidated Statements of Income, for the quarters ended March 31, 1997 and 1996 -- Pages 9 & 10 Notes to Pro Forma Combined Consolidated Financial Information -- Page 7 c. Exhibits -------- 2.(a.) Agreement and Plan of Merger dated as of October 28, 1996 by and between Park National Corporation and First-Knox Banc Corp. (filed as Exhibit 2.a. to the Registration Statement on Form S-4, Registration No. 333-20417.) 2.(b.) Amendment to Agreement and Plan of Merger dated as of January 10, 1997 by and between Park National Corporation and First-Knox Banc Corp. (filed as Exhibit 2.(b.) to the Registration Statement on Form S-4, Registration No. 333-20417.) 23 Consent of Crowe, Chizek and Company LLP, Independent Auditors for First-Knox. See Page 11. 99 Press Release dated May 5, 1997 incorporated herein by reference. See page 12. Item 8. Change in Fiscal Year --------------------- Not Applicable. Item 9. Sales of Equity Securities Pursuant to Regulation S --------------------------------------------------- Not Applicable. -5- 6 SIGNATURES 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 thereunto duly authorized. PARK NATIONAL CORPORATION ------------------------- (Registrant) Dated: May 19, 1997 By: /s/ David C. Bowers David C. Bowers, Chief Financial Officer and Secretary -6- 7 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial statements are presented to show the impact on Park's historical financial position and results of operations of the Merger with First-Knox. The Merger is reflected in the unaudited pro forma condensed combined financial information under the pooling-of-interests method of accounting. The unaudited pro forma condensed combined balance sheet assumes that the Merger was consummated on March 31, 1997, and the unaudited pro forma condensed combined statements of income assume that the Merger was consummated at the beginning of each period. In each instance, the exchange ratio was assumed to be .5914. The pro forma information should be read in conjunction with the historical financial statements (including the related notes thereto) regarding Park and First-Knox incorporated herein by reference. The pro forma information is not necessarily indicative of the results of operations or combined financial position that would have resulted had the Merger been consummated at the beginning of the period for which an income instatement is presented, nor is it necessarily indicative of the results of operations of future periods or the future combined financial position. -7- 8 CONDENSED PRO FORMA COMBINED BALANCE SHEET AT MARCH 31, 1997 (dollars in thousands)
Pro Forma Park First-Knox Combined ---- ---------- -------- Cash and Due from Banks $ 59,878 $ 14,066 $ 73,944 Interest-Bearing Deposits with Banks -0- 495 495 Federal Funds Sold 30,700 -0- 30,700 Securities Available-For-Sale 365,710 174,585 540,295 Securities Hold to Maturity 10,723 -0- 10,723 Loans, Net of Unearned Income 1,130,058 365,593 1,495,651 Allowance for Loan Losses 28,948 4,639 33,587 ----------- ----------- ----------- Loans, Net 1,101,110 360,954 1,462,064 Bank Premises and Equipment 16,780 10,581 27,361 Other Assets 58,972 8,365 67,337 ----------- ----------- ----------- Total Assets $ 1,643,873 $ 569,046 $ 2,212,919 =========== =========== =========== Deposits $ 1,346,280 $ 431,732 $ 1,778,012 Federal Funds Purchased and Securities Sold Under Agreements to Repurchase 128,531 8,786 137,317 Other Short-Term Borrowings 2,265 11,840 14,105 Long-Term Debt -0- 61,618 61,618 Other Liabilities 18,426 5,157 23,583 ----------- ----------- ----------- Total Liabilities $ 1,495,502 $ 519,133 $ 2,014,635 ----------- ----------- ----------- Common Stock 26,857 11,740 38,597 Capital Surplus -0- 26,040 26,040 Unrealized Holding (Loss) Gain on Available-for-Sale Securities, Net (108) 511 403 Retained Earnings 126,261 11,622 137,883 Treasury Stock (4,639) -0- (4,639) Total Stockholders' Equity 148,371 49,913 198,284 ----------- ----------- ----------- Total Liabilities and Stockholders' Equity $ 1,643,873 $ 569,046 $ 2,212,919 =========== =========== ===========
-8- 9 CONDENSED PRO FORMA COMBINED STATEMENTS OF INCOME FOR THE QUARTER ENDED MARCH 31, 1997 (dollars in thousands, except share data)
Pro Forma Park First-Knox Combined ---- ---------- -------- Interest Income $ 32,591 $ 10,902 $ 43,493 Interest Expense 13,318 5,459 18,777 ---------- ---------- ---------- Net Interest Income 19,273 5,443 24,716 Provision for Loan Losses 1,035 159 1,194 Net Interest Income After Provision for Loan Losses 18,238 5,284 23,522 Noninterest Income 4,075 951 5,026 Noninterest Expense 11,562 3,969 15,531 ---------- ---------- ---------- Income Before Federal Income Taxes 10,751 2,266 13,017 Provision for Federal Income Taxes 3,455 572 4,027 ---------- ---------- ---------- Net Income $ 7,296 $ 1,694 $ 8,990 ========== ========== ========== Earnings Per Common and Common Equivalent Shares: Primary $ 1.02 $ .44 $ .96 Fully Diluted $ .44 $ .96 Average Common and Common Equivalent Shares Outstanding: Primary 7,121,676 3,826,856 9,384,879 Fully Diluted 3,827,794 9,385,433
-9- 10 CONDENSED PRO FORMA COMBINED STATEMENTS OF INCOME FOR THE QUARTER ENDED MARCH 31, 1996 (dollars in thousands, except share data)
Pro Forma Park First-Knox Combined ---- ---------- -------- Interest Income $ 29,903 $ 9,603 $ 39,506 Interest Expense 12,319 4,613 16,932 ---------- ---------- ---------- Net Interest Income 17,584 4,990 22,574 Provision for Loan Losses 1,005 81 1,086 Net Interest Income After Provision for Loan Losses 16,579 4,909 21,488 Noninterest Income 3,387 853 4,240 Noninterest Expense 10,984 3,814 14,798 ---------- ---------- ---------- Income Before Federal Income Taxes 8,982 1,948 10,930 Provision for Federal Income Taxes 2,887 454 3,341 ---------- ---------- ---------- Net Income $ 6,095 $ 1,494 $ 7,589 ========== ========== ========== Earnings Per Common and Common Equivalent Shares: Primary $ .85 $ .39 $ .81 Fully Diluted $ .39 $ .81 Average Common and Common Equivalent Shares Outstanding: Primary 7,136,037 3,793,624 9,379,586 Fully Diluted 3,793,624 9,379,586
-10- EX-23 2 EXHIBIT 23 1 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Current Report on Form 8-K of Park National Corporation, dated May 5, 1997, of our report dated January 22, 1997 related to the consolidated balance sheets of First-Knox Banc Corp. as of December 31, 1996 and 1995 and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1996, which report appears in the December 31, 1996 annual report on Form 10-K of First-Knox Banc Corp. /s/ Crowe, Chizek and Company LLP ------------------------------------ Crowe, Chizek and Company LLP Columbus, Ohio May 15, 1997 -11- EX-99 3 EXHIBIT 99 1 EXHIBIT 99 NEWS RELEASE For Release: May 5, 1997 Contact: David C. Bowers, CFO (614) 349-3708 or Jerry Nethers, Vice President/Director of Marketing (614) 349-3710 PARK NATIONAL CORPORATION COMPLETES MERGER NEWARK, OHIO - Park National Corporation (AMEX/PRK) today announced the closing of the merger of First-Knox Bank Corp., Mount Vernon, Ohio into Park. First-Knox's subsidiaries, First-Knox National Bank and Farmers and Savings Bank, will operate as separate affiliate banks of Park. William T. McConnell, Chairman of Park National Corporation, stated that, "With $2.2 billion in post-merger assets, Park will be able to realize the economies of a larger financial institution and further develop new products and delivery systems that appeal to today's customers. We will, however, continue to emphasize one-on-one personal and professional financial services in the communities we serve." Mr. McConnell added, "We welcome the former stockholders of First-Knox as new stockholders of Park and pledge our efforts to achieving above average returns for all stockholders." Park National Corporation now has fifty-three full-service banking offices and 1,099 employees serving customers in fifteen central and southern Ohio counties. -12- -----END PRIVACY-ENHANCED MESSAGE-----