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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
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Item 1. Changes in Control of Registrant
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Not Applicable.
Item 2. Acquisition or Disposition of Assets
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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
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Not Applicable.
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Item 4. Changes in Registrant's Certifying Accountant
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Not Applicable.
Item 5. Other Events
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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
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Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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a.) Financial Statements of Business Acquired
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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
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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:
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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
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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
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Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
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Not Applicable.
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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
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(Registrant)
Dated: May 19, 1997 By: /s/ David C. Bowers
David C. Bowers, Chief Financial
Officer and Secretary
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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.
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CONDENSED PRO FORMA COMBINED BALANCE SHEET AT
MARCH 31, 1997
(dollars in thousands)
<TABLE>
<CAPTION>
Pro Forma
Park First-Knox Combined
---- ---------- --------
<S> <C> <C> <C>
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
=========== =========== ===========
</TABLE>
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CONDENSED PRO FORMA COMBINED STATEMENTS OF
INCOME FOR THE QUARTER ENDED MARCH 31, 1997
(dollars in thousands, except share data)
<TABLE>
<CAPTION>
Pro Forma
Park First-Knox Combined
---- ---------- --------
<S> <C> <C> <C>
Interest Income $ 32,591 $ 10,902 $ 43,493
Interest Expense 13,318 5,459 18,777
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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
</TABLE>
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CONDENSED PRO FORMA COMBINED STATEMENTS OF
INCOME FOR THE QUARTER ENDED MARCH 31, 1996
(dollars in thousands, except share data)
<TABLE>
<CAPTION>
Pro Forma
Park First-Knox Combined
---- ---------- --------
<S> <C> <C> <C>
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
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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
</TABLE>
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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
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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.
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