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 30, 2010 (April 29, 2010)

Park National Corporation

(Exact name of registrant as specified in its charter) 

Ohio	1-13006	31-1179518
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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 8.01 – Other Events

On April 30, 2010, Park National Corporation (“Park”) issued a news release (the “News Release”) announcing the exercise of outstanding Series A Common Stock Warrants (the “Series A Warrants”) and the issuance of an aggregate of 250,000 common shares.  Park received net proceeds from the exercise of such Series A Warrants in the aggregate amount of $16.4 million, net of the warrant solicitation fees payable to Rodman & Renshaw, LLC under the terms of the Letter Agreement, dated October 26, 2009, between Park and Rodman & Renshaw. A copy of the News Release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The common shares issued by Park upon the exercise of the Series A Warrants were issued pursuant to a prospectus supplement filed on October 28, 2009 with the SEC in connection with a takedown from Park’s Registration Statement on Form S-3 (Registration File No. 333-159454), which was declared effective by the SEC on May 22, 2009. All of the Series A Warrants issued pursuant to the October 28, 2009 prospectus supplement were exercised.  An additional 250,000 common shares remain subject to outstanding Series B Common Stock Warrants issued on October 30, 2009, which expire on October 30, 2010 and have an exercise price of $67.75 per common share.

The form of Series A / Series B Common Share Warrant was included as Exhibit 4.1, and the Letter Agreement, dated October 26, 2009, between Park and Rodman & Renshaw was included as Exhibit 10.1, to the Current Report on Form 8-K filed on October 28, 2009 at 5:29 p.m., Eastern Time, by Park and each is incorporated herein by reference.

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Item 9.01 – Financial Statements and Exhibits.

(a)   Not applicable

(b)   Not applicable

(c)   Not applicable

(d)   Exhibits.  The following exhibits are included with, or incorporated by reference in, this Current Report on Form 8-K:

Exhibit No.	Description
4.1	Form of Series A / Series B Common Share Warrant (incorporated herein by reference to Exhibit 4.1 to Park National Corporation’s Current Report on Form 8-K dated and filed on October 28, 2009 at 5:29 p.m., Eastern Time (File No. 1-13006) (“Park’s October 28, 2009 Form 8-K”))
10.1	Letter Agreement, dated October 26, 2009, between Park National Corporation and Rodman & Renshaw, LLC (incorporated herein by reference to Exhibit 10.1 to Park’s October 28, 2009 Form 8-K)
99.1	News Release issued by Park National Corporation on April 30, 2010 addressing the exercise of Series A Common Share Warrants.

[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 30, 2010	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 30, 2010

Park National Corporation

Exhibit No.	Description
4.1	Form of Series A / Series B Common Share Warrant (incorporated herein by reference to Exhibit 4.1 to Park National Corporation’s Current Report on Form 8-K dated and filed on October 28, 2009 at 5:29 p.m., Eastern Time (File No. 1-13006) (“Park’s October 28, 2009 Form 8-K”))
10.1	Letter Agreement, dated October 26, 2009, between Park National Corporation and Rodman & Renshaw, LLC (incorporated herein by reference to Exhibit 10.1 to Park’s October 28, 2009 Form 8-K)
99.1	News Release issued by Park National Corporation on April 30, 2010 addressing the exercise of Series A Common Share Warrants.

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EX-99.1

EXHIBIT 99.1

  N e w s   R e l e a s e

April 30, 2010                                                                                                                      

Park National Corporation adds $16.4 million in capital

from exercise of common stock warrants

NEWARK, Ohio — Park National Corporation (Park) (NYSE Amex: PRK) today announced that in the month of April 2010, investors holding outstanding Series A warrants to acquire Park common stock exercised warrants to purchase 250,000 common shares, generating net proceeds for Park of approximately $16.4 million (net of selling expenses). Park has raised $70 million in common stock (net of selling and administrative costs) since the second quarter of 2009.

The exercised warrants, which had a strike price of $67.75 per common share, represented 100 percent of the 250,000 Series A warrants Park issued in the registered direct offering which closed on October 30, 2009. An additional 250,000 Series B warrants issued in October 2009 with a strike price of $67.75 remain outstanding and expire on October 30, 2010.

“We are pleased to have raised additional capital at $67.75 per share. At March 31, 2010, our common book value per common share was $41.94, therefore, we raised this capital at over 1.6 times common book value,” said Park Chairman C. Daniel DeLawder.

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM), acted as the exclusive placement agent for the transaction.

Headquartered in Newark, Ohio, Park National Corporation has $7.2 billion in total assets (as of March 31, 2010). Park consists of 13 community bank divisions and two specialty finance companies. Park's Ohio-based banking operations are conducted through Park subsidiary The Park National Bank and its divisions which include Fairfield National Bank Division, Richland Bank Division, Century National Bank Division, First-Knox National Bank Division, Farmers & Savings Bank Division, United Bank Division, Second National Bank Division, Security National Bank Division, Unity National Bank Division and The Park National Bank of Southwest Ohio & Northern Kentucky Division. Park's other banking subsidiary is Vision Bank (headquartered in Panama City, Florida), and its Vision Bank Division (of Gulf Shores, Alabama). Park also includes Scope Leasing, Inc. (d.b.a. Scope Aircraft Finance) and Guardian Finance Company.

Media Contact: Bethany Lewis 740.349.0421 bblewis@parknationalbank.com or John W. Kozak, Chief Financial Officer, 740.349.3792 jkozak@parknationalbank.com

Park National Corporation

50 N. Third Street, Newark, Ohio43055

www.parknationalcorp.com

  N e w s   R e l e a s e

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. Risks and uncertainties that could cause actual results to differ materially include, without limitation: deterioration in the asset value of Park's loan portfolio may be worse than expected; Park's ability to execute its business plan successfully and within the expected timeframe; general economic and financial market conditions, and weakening in the economy, specifically, the real estate market and credit market, either national or in the states in which Park and its subsidiaries do business, may be worse than expected which could decrease the demand for loan, deposit and other financial services and increase loan delinquencies and defaults; changes in market rates and prices may adversely impact the value of securities, loans, deposits and other financial instruments and the interest rate sensitivity of our consolidated balance sheet; changes in consumer spending, borrowing and saving habits; our liquidity requirements could be adversely affected by changes in our assets and liabilities; competitive factors among financial institutions increase significantly, including product and pricing pressures and our ability to attract, develop and retain qualified bank professionals; the nature, timing and effect of changes in banking regulations or other regulatory or legislative requirements affecting the respective businesses of Park and its subsidiaries, including changes in laws and regulations concerning taxes, accounting, banking, securities and other aspects of the financial services industry; the effect of fiscal and governmental policies of the United States federal government; 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, 2009. 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.

Park National Corporation

50 N. Third Street, Newark, Ohio43055

www.parknationalcorp.com