-----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, Q4tUmrZlaUq03QpLZvSquEZfFFP3ZmrF6xqhV5Ui29kWOUI/xhgosZwsLOydVZyY aCIdbfvMevPgCbaTA9XpxQ== 0000950152-98-002619.txt : 19980331 0000950152-98-002619.hdr.sgml : 19980331 ACCESSION NUMBER: 0000950152-98-002619 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980327 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: 10-K/A SEC ACT: SEC FILE NUMBER: 001-13006 FILM NUMBER: 98577092 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 10-K/A 1 PARK NATIONAL CORPORATION 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ____________ Commission File Number 1-13006 PARK NATIONAL CORPORATION ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Ohio 31-1179518 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 50 North Third Street, Newark, Ohio 43055 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (740) 349-8451 ------------------ Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- ----------------------- Common Shares, without par value (9,391,648 American Stock Exchange common shares outstanding on February 27, 1998) Securities registered pursuant to Section 12(g) of the Act: None ---------- Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Based upon the closing price reported on the American Stock Exchange on February 27, 1998, the aggregate market value of the Common Shares of the Registrant held by non-affiliates on that date was $576,589,375. Documents Incorporated by Reference: (1) Portions of the Registrant's Annual Report to Shareholders for the fiscal year ended December 31, 1997, are incorporated by reference into Part II of this Annual Report on Form 10-K. (2) Portions of the Registrant's definitive Proxy Statement for its Annual Meeting of Shareholders to be held on April 20, 1998, are incorporated by reference into Part III of this Annual Report on Form 10-K. Exhibit Index on Page 5 2 PART IV ------- Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. - ---------------------------------------------------------------------------- (a)(3) Exhibits. --------- Exhibits filed with this Annual Report on Form 10-K/A are attached hereto. For a list of such exhibits, see "Index to Exhibits" beginning at page 5. The following table provides certain information concerning the executive compensation plans and arrangements required to be filed as exhibits to the Annual Report on Form 10-K. EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
Exhibit No. Description Location - ------- ----------- -------- 10(a) Certified Copy of Resolutions Adopted by Incorporated herein by reference to the Board of Directors of Park National Company's Annual Report on Form 10-K for the Corporation on July 17, 1995 Affecting Park fiscal year ended December 31, 1995 (File No. National Corporation Defined Benefit Pension 1-13006) (the "1995 Form 10-K") [Exhibit Plan and Trust 10(a)] 10(b) Park National Corporation Defined Benefit Incorporated herein by reference to the Pension Plan Company's 1995 Form 10-K [Exhibit 10(b)] 10(c) Park National Corporation Employees Voluntary Incorporated herein by reference to the Salary Deferral Plan and Trust Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 0-18772) [Exhibit 10(d)] 10(d) Summary of Incentive Bonus Plan of Park Incorporated herein by reference to the National Corporation Company's Registration Statement on Form S-4, filed on January 24, 1997 (Registration No. 333-20417) (the "Company's Form S-4") [Exhibit 10(d)]
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Exhibit No. Description Location - ------- ----------- -------- 10(e) Split-Dollar Agreement, dated May 17, 1993, Incorporated herein by reference to: (a) the between William T. McConnell and The Park Company's Annual Report on Form 10-K for the National Bank; and Schedule A to Exhibit fiscal year ended December 31, 1993 (File No. 10(f) identifying other identical 0-18772) [Exhibit 10(f)]; and (b) the Split-Dollar Agreements between The Park Company's Annual Report on Form 10-K for the National Bank and executive officers of the fiscal year ended December 31, 1994 (File No. Company 1-13006) [Exhibit 10(g)] 10(f) Split-Dollar Agreement, dated September 29, Incorporated herein by reference to the 1993, between Dominic C. Fanello and The Company's Annual Report on Form 10-K for the Richland Trust Company; and Schedule A to fiscal year ended December 31, 1993 (File No. Exhibit 10(f) identifying other identical 0-18772 [Exhibit 10(g)]; Schedule A to Split-Dollar Agreements between directors of Exhibit 10(f) is incorporated herein by the Company and The Park National Bank, The reference to the Company's Annual Report on Richland Trust Company or Century National Form 10-K for the fiscal year ended December Bank, as identified in such Schedule A 31, 1997 (File No. 1-13006) [Exhibit 10(f)] 10(g) Park National Corporation 1995 Incentive Incorporated herein by reference to the Stock Option Plan Company's Registration Statement on Form S-8 filed May 9, 1995 (Registration No. 33-92060) [Exhibit 4(d)] 10(h) Form of Stock Option Agreement executed in Incorporated herein by reference to the connection with the grant of options under Company's 1995 Form 10-K [Exhibit 10(i)] Park National Corporation 1995 Incentive Stock Option Plan 10(i) Description of Park National Corporation Incorporated herein by reference to the Supplemental Executive Retirement Plan Company's Form S-4 [Exhibit 10(i)]
(c) Exhibits. --------- Exhibits filed with this Annual Report on Form 10-K/A are attached hereto. For a list of such exhibits, see "Index to Exhibits" beginning at page 5. -3- 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. PARK NATIONAL CORPORATION /s/ David C. Bowers ------------------------------- Date: March 27, 1998 By: David C. Bowers, Secretary, Chief Financial Officer and Chief Accounting Officer -4- 5 PARK NATIONAL CORPORATION ANNUAL REPORT ON FORM 10-K/A FOR FISCAL YEAR ENDED DECEMBER 31, 1997 --------------------------------------- INDEX TO EXHIBITS -----------------
Exhibit No. Description Page No. - ----------- ----------- -------- 2(a)(1) Agreement and Plan of Merger, dated as of Incorporated herein by reference to October 28, 1996, between Park National Registrant's Registration Statement on Corporation ("Registrant") and First-Knox Banc Form S-4, filed January 24, 1997 Corp. (Registration No. 333-20417) ("Registrant's Form S-4") [Exhibit 2(a)] 2(a)(2) Amendment to Agreement and Plan of Merger, Incorporated herein by reference to dated as of January 10, 1997, between Registrant's Form S-4 [Exhibit 2(b)] Registrant and First-Knox Banc Corp. 2(b)(1) Branch Purchase and Assumption Agreement Incorporated herein by reference to between KeyBank National Association and The Registrant's Annual Report on Form 10-K Park National Bank, dated as of May 23, 1997 for the fiscal year ended December 31, 1997 (File No. 1-13006) ("Registrant's 1997 Form 10-K) [Exhibit 2(b)(1)] 2(b)(2) Amendment No. 1 to Branch Purchase and Incorporated herein by reference to Assumption Agreement between KeyBank National Registrant's 1997 Form 10-K [Exhibit Association and The Park National Bank, dated 2(b)(2)] as of September 24, 1997 3(a)(1) Articles of Incorporation of Park National Incorporated herein by reference to Corporation as filed with the Ohio Secretary Registrant's Form 8-B, filed May 20, of State on March 24, 1992 1992 (File No. 0-18772) ("Registrant's Form 8-B") [Exhibit 3(a)]
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Exhibit No. Description Page No. - ----------- ----------- -------- 3(a)(2) Certificate of Amendment to the Articles of Incorporated herein by reference to Incorporation of Park National Corporation as Registrant's Annual Report on Form 10-K filed with the Ohio Secretary of State on for the fiscal year ended May 6, 1993 December 31, 1993 (File No. 0-18772) [Exhibit 3(b)] 3(a)(3) Certificate of Amendment to the Articles of Incorporated herein by reference to Incorporation of Park National Corporation as Registrant's Quarterly Report on filed with the Ohio Secretary of State on Form 10-Q for the fiscal quarter ended April 16, 1996 March 31, 1996 (File No. 1-13006) ("Registrant's March 1996 Form 10-Q") [Exhibit 3(a)] 3(a)(4) Certificate of Amendment by Shareholders to Incorporated herein by reference to the Articles of Incorporation of Park National Registrant's Quarterly Report on Form Corporation as filed with the Ohio Secretary 10-Q for the fiscal quarter ended June of State on April 22, 1997 30, 1997 (File No. 1-13006) ("Registrant's June 1997 Form 10-Q") [Exhibit 3(a)(1)] 3(a)(5) Articles of Incorporation of Park National Incorporated herein by reference to Corporation (reflecting amendments through Registrant's June 1997 Form 10-Q April 22, 1997) (For SEC reporting compliance [Exhibit 3(a)(2)] purposes only -- not filed with Ohio Secretary of State) 3(b)(1) Regulations of Registrant Incorporated herein by reference to Registrant's Form 8-B [Exhibit 3(b)] 3(b)(2) Certified Resolution regarding adoption of Incorporated herein by reference to amendment to Subsection 2.02(A) of the Registrant's June 1997 Form 10-Q Regulations of Park National Corporation by [Exhibit 3(b)(1)] Shareholders on April 21, 1997 3(b)(3) Regulations of Park National Corporation Incorporated herein by reference to (reflecting amendments through April 21, 1997) Registrant's June 1997 Form 10-Q (For SEC reporting compliance purposes only) [Exhibit 3(b)(2)]
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Exhibit No. Description Page No. - ----------- ----------- -------- 10(a) Certified Copy of Resolutions Adopted by Board Incorporated herein by reference to of Directors of Park National Corporation on Registrant's Annual Report on Form 10-K July 17, 1995 Affecting Park National for the fiscal year ended December 31, Corporation Defined Benefit Pension Plan and 1995 (File No. 1-13006) ("Registrant's Trust 1995 Form 10-K") [Exhibit 10(a)] 10(b) Park National Corporation Defined Benefit Incorporated herein by reference to Pension Plan Registrant's 1995 Form 10-K [Exhibit 10(b)] 10(c) Park National Corporation Employees Voluntary Incorporated herein by reference to Salary Deferral Plan and Trust Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 0-18772) [Exhibit 10(d)] 10(d) Summary of Incentive Bonus Plan of Park Incorporated herein by reference to National Corporation Registrant's Form S-4 [Exhibit 10(d)] 10(e) Split-Dollar Agreement, dated May 17, 1993, Incorporated herein by reference to: between William T. McConnell and The Park (a) Registrant's Annual Report on National Bank; and Schedule A to Exhibit 10(f) Form 10-K for the fiscal year ended identifying other identical Split-Dollar December 31, 1993 (File No. 0-18772) Agreements between The Park National Bank and [Exhibit 10(f)]; and (b) Registrant's executive officers of Registrant Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (File No. 1-13006) [Exhibit 10(g)] 10(f) Split-Dollar Agreement, dated September 29, Incorporated herein by reference to 1993, between Dominic C. Fanello and The Registrant's Annual Report on Form 10-K Richland Trust Company; and Schedule A to for the fiscal year ended December 31, Exhibit 10(f) identifying other identical 1993 (File No. 0-18772) [Exhibit 10(g)]; Split-Dollar Agreements between directors of Schedule A to Exhibit 10(f) is Registrant and The Park National Bank, The incorporated herein by reference to Richland Trust Company or Century National Registrant's 1997 Form 10-K [Exhibit Bank, as identified in such Schedule A 10(f)]
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Exhibit No. Description Page No. - ----------- ----------- -------- 10(g) Park National Corporation 1995 Incentive Stock Incorporated herein by reference to Option Plan Registrant's Registration Statement on Form S-8 filed May 9, 1995 (Registration No. 33-92060) [Exhibit 4(d)] 10(h) Form of Stock Option Agreement executed in Incorporated herein by reference to connection with the grant of options under the Registrant's 1995 Form 10-K Park National Corporation 1995 Incentive Stock [Exhibit 10(i)] Option Plan 10(i) Description of Park National Corporation Incorporated herein by reference to Supplemental Executive Retirement Plan Registrant's Form S-4 [Exhibit 10(i)] 13 Annual Report to Stockholders of Registrant Incorporated herein by reference to the for the fiscal year ended December 31, 1997 financial statements portion of (Not deemed filed except for portions thereof Registrant's 1997 Form 10-K beginning at which are specifically incorporated by page 18 thereof reference into this Annual Report on Form 10-K) 21 Subsidiaries of Registrant Incorporated herein by reference to Registrant's 1997 Form 10-K [Exhibit 21] 23(a) Consent of Ernst & Young LLP Incorporated herein by reference to Registrant's 1997 Form 10-K [Exhibit 23(a)] 23(b) Consent of Crowe, Chizek and Company LLP Incorporated herein by reference to Registrant's 1997 Form 10-K [Exhibit 23(b)] 24 Powers of Attorney Incorporated herein by reference to Registrant's 1997 Form 10-K [Exhibit 24] 27 Financial Data Schedules (includes restatement * for the 1996 and 1995 fiscal years)
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Exhibit No. Description Page No. - ----------- ----------- -------- 99 Report of Crowe, Chizek and Company LLP Incorporated herein by reference to Registrant's 1997 Form 10-K [Exhibit 99]
- --------------- *Filed herewith -9- EX-27 2 EXHIBIT 27
9 1,000 12-MOS 12-MOS 12-MOS DEC-31-1997 DEC-31-1995 DEC-31-1996 JAN-01-1997 JAN-01-1995 JAN-01-1996 DEC-31-1997 DEC-31-1995 DEC-31-1996 93,585 109,764 81,765 0 0 0 0 3,400 0 0 0 0 532,922 449,401 563,613 7,808 11,316 10,780 8,156 11,917 11,217 1,591,927 1,355,368 1,472,024 35,595 29,239 32,347 2,288,383 1,973,107 2,184,970 1,854,964 1,610,607 1,763,418 151,624 11,874 135,111 28,810 24,024 25,105 30,868 33,415 62,375 0 0 0 0 0 0 68,275 62,268 64,611 153,842 120,815 134,350 2,288,383 1,973,107 2,184,970 142,722 121,726 129,384 37,328 27,553 31,625 461 1,009 2,184 180,511 150,288 163,193 66,449 38,385 44,612 77,033 64,347 69,155 103,478 85,941 94,038 6,999 5,248 5,294 (7) (634) (1,324) 62,408 56,501 59,112 54,550 40,241 46,292 37,693 27,829 31,700 0 0 0 0 0 0 37,693 27,829 31,700 4.02 2.96 3.39 4.00 2.95 3.38 5.07 5.02 5.09 2,060 2,425 2,301 2,512 1,640 2,963 1,642 2,525 2,348 0 0 0 32,347 25,438 29,239 6,271 2,952 4,438 2,520 1,505 2,252 35,595 29,239 32,347 35,595 29,239 32,347 0 0 0 0 0 0
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