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) November 16, 2004
(November 15, 2004)
-----------------------------
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 5 - Corporate Governance and Management
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On November 15, 2004, Park National Corporation ("Park") issued a news release
announcing changes to Park's Board of Directors and executive officers. A copy
of the November 15, 2004 Management Changes Release is included as Exhibit 99.1
and incorporated by reference.
As reported in the November 15, 2004 Management Changes Release, on November 15,
2004, Howard E. LeFevre announced his plan to resign from the Park Board of
Directors effective December 31, 2004. On November 15, 2004, the Park Board of
Directors subsequently elected F. William Englefield IV and Michael J. Menzer as
directors of Park, effective January 1, 2005. Mr. Englefield has served as a
member of the Board of Directors of The Park National Bank ("PNB"), a subsidiary
of Park, since 1994 and is President of Englefield Oil Co., a retailer and
wholesaler of petroleum products. Mr. Englefield will serve in the class of Park
directors whose terms expire in 2005. It is expected that Mr. Englefield will be
appointed to the Audit Committee of the Park Board of Directors. Mr. Menzer has
served as a member of the PNB Board of Directors since 1999 and is President of
Northstreet Partners, Inc., a private equity investment company. Mr. Menzer will
serve in the class of Park directors whose terms expire in 2006. It is expected
that Mr. Menzer will be appointed to the Audit and Investment Committees of the
Park Board of Directors.
On November 15, 2004, the Park Board of Directors also took action addressing
the executive leadership of Park. David L. Trautman was elected President of
each of Park and PNB as well as a director of Park, in each case effective as of
January 1, 2005. Mr. Trautman will serve in the class of Park directors whose
terms expire in 2007. Mr. Trautman, age 43, has served as Secretary of Park
since July 2002; as Executive Vice President and a director of PNB since
February 2002; as Chairman of the Board of The First-Knox National Bank of Mount
Vernon, a subsidiary of Park ("FKNB"), since March 2001 and a director of FKNB
since May 1997; and as a director of United Bank, N.A., a subsidiary of Park,
since 2000. Mr. Trautman served as President and Chief Executive Officer of FKNB
from May 1997 to February 2002 and as a Vice President of PNB from 1993 to May
1997.
C. Daniel DeLawder was elected Chairman of the Board of each of Park and PNB,
effective as of January 1, 2005. He will also continue as Chief Executive
Officer and a director of both Park and PNB. Mr. DeLawder, age 55, has served as
Chief Executive Officer since 1999, President since 1994 and a director since
1994, of Park; as Chief Executive Officer since January 1999, President since
1993 and a director since 1992 of PNB; as Chairman of the Advisory Board since
1989 of the Fairfield National Division of PNB; as a director of The Richland
Trust Company, a subsidiary of Park, since 1997; and as a director of Second
National Bank, a subsidiary of Park, since 2000. Mr. DeLawder served as
Executive Vice President of PNB from 1992 to 1993; and as President of the
Fairfield National Division of PNB from 1985 to 1992.
William T. McConnell will cease to serve as Chairman of the Board of each of
Park and PNB, effective January 1, 2005, but will continue to serve as a
director and Chairman of the Executive Committee of the Board of Directors of
each of Park and PNB.
2
During each of Park's fiscal year ended December 31, 2003 and Park's fiscal year
ending December 31, 2004, each of Messrs. Englefield, Menzer, Trautman and
DeLawder, members of their immediate families and, in the case of Messrs.
Englefield and Menzer, corporations with which they are associated, were
involved in banking transactions with the banking subsidiaries of Park in the
ordinary course of their respective businesses and in compliance with applicable
federal and state laws and regulations. It is expected that similar banking
transactions will be entered into in the future. Loans to these persons have
been made on substantially the same terms, including the interest rate charged
and collateral required, as those prevailing at the time for comparable
transactions with persons not affiliated with Park or its subsidiaries. These
loans have been subject to and are presently subject to no more than a normal
risk of uncollectibility and present no other unfavorable features.
Section 8 - Other Events
Item 8.01 - Other Events.
On November 15, 2004, Park issued a second news release (the "November 15, 2004
Dividend Release") announcing the declaration of a cash dividend and a 5% stock
dividend. A copy of the November 15, 2004 Dividend Release is included as
Exhibit 99.2 and incorporated by reference.
As reported in the November 15, 2004 Dividend Release, on November 15, 2004,
Park's Board of Directors declared a 5% stock dividend payable to shareholders
of record as of December 1, 2004, including common shares held as treasury
shares. The stock dividend will be paid on December 15, 2004. Shareholders
otherwise entitled to receive a fractional common share will receive cash in an
amount based on the closing sale price of Park's common shares as reported on
the American Stock Exchange on December 1, 2004.
On November 15, 2004, Park's Board of Directors also declared a regular cash
dividend of $0.90 per share, payable on January 3, 2005 to shareholders of
record as of December 17, 2004. The cash dividend will be paid on all
outstanding common shares including those issued as a result of the stock
dividend.
Section 9 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
3
(c) Exhibits. The following exhibits are being filed with this Current
Report on Form 8-K:
Exhibit No. Description
----------- -----------
99.1 News Release issued by Park National Corporation on
November 15, 2004 announcing changes to the Board
of Directors and executive officers.
99.2 News Release issued by Park National Corporation on
November 15, 2004 announcing the declaration of a
cash dividend and a 5% stock dividend.
[Remainder of page intentionally left
blank; signature on following page.]
4
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: November 16, 2004 By: /s/ John W. Kozak
----------------------------
John W. Kozak
Chief Financial Officer
5
INDEX TO EXHIBITS
Current Report on Form 8-K
Dated November 16, 2004
Park National Corporation
Exhibit No. Description
----------- -----------
99.1 News Release issued by Park National Corporation on
November 15, 2004 announcing changes to the Board of
Directors and executive officers
99.2 News Release issued by Park National Corporation on
November 15, 2004 announcing the declaration of a
cash dividend and 5% stock dividend.
6