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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)
Not Applicable - Voluntary Filing
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Park National Corporation
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(Exact name of registrant as specified in its charter)
Ohio 1-13006 31-1179518
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
50 North Third Street, Newark, Ohio 43055
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 740-349-8451
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Not Applicable
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(Former name or former address, if changed since last report)
Index to Exhibits at Page 10.
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
This Current Report on Form 8-K is being filed for the purpose of
providing an updated summary of the material attributes of the common shares,
without par value (the "Common Shares"), of Park National Corporation, an Ohio
corporation ("Park"). The following statements with respect to the Common Shares
are brief summaries of the provisions of the Articles of Incorporation, as
amended (the "Park Articles"), of Park and the Regulations, as amended (the
"Park Regulations"), of Park, which are filed as exhibits hereto, and the
following statements are qualified in their entirety by reference to the Park
Articles and the Park Regulations.
GENERAL
The Park Articles authorize 20,000,000 Common Shares. As of February
27, 1998, 9,391,648 Common Shares were outstanding. The Common Shares are listed
on the American Stock Exchange.
VOTING RIGHTS
Each Common Share entitles the holder thereof to one vote for the
election of directors and for all other matters submitted to the shareholders of
Park for their consideration, except that Park shareholders are entitled to
exercise cumulative voting in the election of directors if written notice is
given by any Park shareholder to the President, a Vice President or the
Secretary of Park not less than 48 hours before a meeting held for the purpose
of electing directors (if the meeting notice has been given at least ten days
prior thereto, and otherwise not less than 24 hours before the meeting) that the
shareholder desires that the vote for the election of directors be cumulative.
As a result, the holders of less than a majority of the Common Shares could
elect some of the directors then standing for election if they cumulate their
votes.
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The Park Regulations provide that all elections of directors will be
determined by a plurality of the votes cast. Any other matters submitted to the
shareholders of Park for their vote will be decided by the vote of such
proportion as is required by law, the Park Articles or the Park Regulations.
Article EIGHTH of the Park Articles requires an enlarged majority vote
of Park's shareholders before Business Combinations (as defined in Article
EIGHTH) between Park and a beneficial owner of shares of Park entitling such
owner to exercise 20% or more of the voting power of Park (a "Controlling
Person") (or his or its Affiliates or Associates as those terms are defined in
Article EIGHTH) may be consummated, unless (i) a "Minimum Price Per Share" is
paid to those shareholders who do not vote in favor of the transaction and whose
propriety interest will be terminated in connection with such transaction and
(ii) a proxy statement satisfying the requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), is submitted to the shareholders,
by the Controlling Person or by Park at the request of the Controlling Person,
for the purpose of soliciting shareholder approval of the transaction. If the
price criteria and procedural requirements were met, a Business Combination
would require only such affirmative vote, if any, as is required by law, the
Park Articles or the Park Regulations.
The enlarged majority vote required if Article EIGHTH is applicable is
the greater of (1) four-fifths (4/5) of the outstanding Common Shares entitled
to vote on the proposed Business Combination, or (2) that fraction of the
outstanding Common Shares having as the numerator a number equal to the sum of
(i) the number of Common Shares Beneficially Owned by Controlling Persons plus
(ii) two-thirds (2/3) of the remaining number of Common Shares outstanding, and
as the denominator a number equal to the total number of outstanding Common
Shares entitled to vote.
"Beneficial Ownership" as used in Article EIGHTH of the Park Articles
includes without limitation: (i) all shares directly or indirectly owned by a
person, by an Affiliate of such person or by an Associate of such person or such
Affiliate; (ii) all shares which such person, Affiliate or Associate has the
right to acquire through the exercise of any option, warrant or right (whether
or not currently exercisable), through the conversion of a security, pursuant to
the power to revoke a trust, discretionary account or similar arrangement; and
(iii) all shares as to which such person, Affiliate or Associate directly or
indirectly through any contract, arrangement, understanding, relationship or
otherwise (including without limitation any written or unwritten agreement to
act in concert) has or shares voting power (which includes the power to vote or
the direct the voting of such shares) or investment power (which includes the
power to dispose or to direct the disposition of such shares) or both.
"Business Combination" as used in Article EIGHTH of the Park Articles
means: (i) any merger or consolidation of Park with or into a Controlling Person
or an affiliate of a Controlling Person or an Associate of such Controlling
Person or Affiliate; (ii) any sale, lease, exchange, transfer or other
disposition, including without limitation a mortgage or any other security
device, of all or any substantial part of the assets of Park, including without
limitation any voting securities of a Park subsidiary, or of the assets of a
Park subsidiary, to a Controlling Person or Affiliate of a Controlling Person or
Associate of such Controlling Person or Affiliate; (iii) any
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merger into Park, or into a Park subsidiary, of a Controlling Person or an
Affiliate of a Controlling Person or an associate of such Controlling Person or
Affiliate; (iv) any sale, lease, exchange, transfer or other disposition to Park
or a Park subsidiary of all or any part of the assets of a Controlling Person or
Affiliate of a Controlling Person or Associate of such Controlling Person or
Affiliate but not including any disposition of any assets which, if included
with all other dispositions consummated during the same fiscal year of Park by
the same Controlling Person, Affiliates thereof and Associates of such
Controlling Person or Affiliates, would not result in dispositions during such
year by all such Persons of assets having an aggregate fair value (determined at
the time of disposition of the respective assets) in excess of 1% of the total
consolidated assets of Park (as shown on its certified balance sheet as of the
end of the fiscal year preceding the proposed disposition); provided, however,
that in no event will any disposition of assets is exempted from shareholder
approval by reason of the preceding exclusion if such disposition when included
with all of the dispositions consummated during the same and immediately
preceding four fiscal years of Park by the same Controlling Person, Affiliates
thereof and Associates of such Controlling Person or Affiliates, would result in
disposition by all such Persons of assets having an aggregate fair value
(determined at the time of disposition of the respective assets) in excess of 2%
of the total consolidated assets of Park (as shown on its certified balance
sheet as of the end of the fiscal year preceding the proposed disposition); (v)
any reclassification of the Common Shares, or any recapitalization involving the
Common Shares, consummated within five years after a Controlling Person becomes
a Controlling Person; and (vi) any agreement, contract or other arrangement
providing for any of the transactions described in the definition of Business
Combination.
"Minimum Price per Share" is defined in Article EIGHTH of the Park
Articles as the sum of (a) the higher of either (i) the highest gross per share
price paid or agreed to be paid to acquire any Common Shares Beneficially Owned
by a Controlling Person within five years of the record date which determines
the persons entitled to vote on the Business Combination in question, or (ii)
the highest per share closing public market price of the Common Shares during
such five-year period plus (b) the aggregate amount, if any, by which 5% for
each year after a person becomes a Controlling Person, of the higher price
[either (a)(i) or (a)(ii)] exceeds the aggregate of all cash dividends per share
declared and paid on the Common Shares during the same period.
NOMINATION PROCEDURE; NUMBER OF DIRECTORS; CLASSIFIED BOARD OF DIRECTORS
The Park Regulations provide that shareholder nominations for election
to the Park Board of Directors must be made in writing and must be delivered or
mailed to the President of Park not less than fourteen days nor more than fifty
days prior to any meeting of shareholders called for the election of directors;
provided, however, that if less than twenty-one days' notice of the meeting is
given to the shareholders, such nomination must be mailed or delivered to the
President of Park not later than the close of business on the seventh day
following the day on which the notice of the meeting was mailed. Such
notification must contain the following information to the extent known by the
notifying shareholder: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of
Common Shares that will be voted for each proposed nominee; (d) the name and
residence
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address of the notifying shareholder; and (e) the number of Common Shares
beneficially owned by the notifying shareholders. Nominations which the chairman
of the meeting determines are not made in accordance with the Park Regulations
will be disregarded.
Pursuant to the Park Regulations, the number of Park directors may be
fixed or determined by resolution of a majority of the full Park Board of
Directors or by resolution of the shareholders at any meeting thereof; provided,
however, that the number of directors must not be less than five nor more than
sixteen.
The Park Board of Directors is divided into three classes, each
containing at least three directors; and the election of each class of directors
constitutes a separate election. Directors serve for terms of three years and
until their respective successors are duly elected and qualified, or until their
earlier resignation, removal from office or death. As a result of the
classification of the Park Board, a minimum of two annual meetings of
shareholders will be necessary for a majority of the members of the Board to
stand for election. Since shareholders will be entitled to cumulative voting
upon proper notice by any shareholder, the holders of less than a majority of
the Common Shares could elect some of each class of directors then standing for
election if they cumulate their votes.
PRE-EMPTIVE RIGHTS
Holders of Common Shares have pre-emptive rights. Article SIXTH of the
Park Articles provides holders of Common Shares with rights to purchase Common
Shares in proportion to their respective holdings of Common Shares upon the
offering or sale of any Common Shares, except for Common Shares held by Park as
treasury shares; Common Shares issued as a share dividend or distribution;
Common Shares offered or sold in connection with acquisition transactions with
other business entities; Common Shares offered or sold in connection with stock
option plans and other employee benefit, compensation or incentive plans
approved by a three-fourths vote of the shareholders of Park; and Common Shares
released from pre-emptive rights by a two-thirds vote of the holders of Common
Shares.
REPURCHASES
Park has the right to repurchase, if and when any shareholder desires
to sell, or on the happening of any event is required to sell, Common Shares
previously issued; provided, however, that Park may not repurchase Common Shares
if immediately thereafter its assets would be less than its liabilities plus its
stated capital, if any, or if Park is insolvent or would be rendered insolvent
by such a purchase.
DIVIDEND RIGHTS
Holders of outstanding Common Shares are entitled to receive dividends
when and if declared by the Board of Directors of Park from funds legally
available therefor. An Ohio corporation, such as Park, may pay dividends out of
surplus, however created, but must notify its shareholders if a dividend is paid
out of capital surplus.
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The ability of Park to obtain funds for the payment of dividends and
for other cash requirements is largely dependent on the amount of dividends
which may be declared by its subsidiary banks and other subsidiaries. However,
the Board of Governors of the Federal Reserve System (the "Federal Reserve
Board") expects Park to serve as a source of strength to its subsidiary banks
which may require it to retain capital for further investment in the
subsidiaries, rather than use such funds for dividends for Park's shareholders.
Park's banking subsidiaries may not pay dividends to Park if, after paying such
dividends, they would fail to meet the required minimum levels under the
risk-based capital guidelines and the minimum leverage ratio requirements.
Park's banking subsidiaries must have the approval of their respective
regulatory authorities if a dividend in any year would cause the total dividends
for that year to exceed the sum of the current year's net profits and the
retained net profits for the preceding two years, less required transfers to
surplus. Payment of dividends by the banking subsidiaries may be restricted at
any time at the discretion of the regulatory authorities, if they deem such
dividends to constitute an unsafe and/or unsound banking practice or if
necessary to maintain adequate capital for the bank. These provisions could have
the effect of limiting Park's ability to pay dividends on outstanding Common
Shares.
LIQUIDATION RIGHTS
In the event of liquidation, after payment in full of all amounts
required to be paid to creditors or provision for such payment, each holder of
Common Shares is entitled to share ratably, according to the number of Common
Shares held by him, in all remaining assets of Park legally available for
distribution to its shareholders.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) None required.
(b) None required.
(c) Exhibits.
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EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
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3(a)(1) Articles of Incorporation of Park National Incorporated herein by reference to
Corporation ("Registrant") as filed with the Registrant's Form 8-B, filed May 20,
Ohio Secretary of State on March 24, 1992 1992 (File No. 0-18772) ("Registrant's
Form 8-B") [Exhibit 3(a)]
3(a)(2) Certificate of Amendment to the Articles of Incorporated herein by reference to
Incorporation of Park National Corporation Registrant's Annual Report on
as filed with the Ohio Secretary of State on Form 10-K 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 Registrant's Quarterly Report on
as filed with the Ohio Secretary of State on Form 10-Q for the fiscal quarter
April 6, 1996 ended March 31, 1996 (File No.
1-13006) [Exhibit 3(a)]
3(a)(4) Certificate of Amendment by Shareholders to Incorporated herein by reference to
the Articles of Incorporation of Park Registrant's Quarterly Report on
National Corporation as filed with the Form 10-Q for the fiscal quarter
Ohio Secretary of State on April 22, 1997 ended June 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 [Exhibit 3(a)(2)]
compliance 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)]
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EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
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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 [Exhibit 3(b)(2)]
only)
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ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
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 hereunto duly authorized.
PARK NATIONAL CORPORATION
Date: April 17, 1998 By: /s/ William T. McConnell
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William T. McConnell, Chairman of the Board
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PARK NATIONAL CORPORATION
CURRENT REPORT ON FORM 8-K, DATED APRIL 17, 1998
INDEX TO EXHIBITS
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EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
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3(a)(1) Articles of Incorporation of Park National Incorporated herein by reference to
Corporation ("Registrant") as filed with the Registrant's Form 8-B, filed May 20,
Ohio Secretary of State on March 24, 1992 1992 (File No. 0-18772) ("Registrant's
Form 8-B") [Exhibit 3(a)]
3(a)(2) Certificate of Amendment to the Articles of Incorporated herein by reference to
Incorporation of Park National Corporation Registrant's Annual Report on
as filed with the Ohio Secretary of State on Form 10-K 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 Registrant's Quarterly Report on
as filed with the Ohio Secretary of State on Form 10-Q for the fiscal quarter
April 6, 1996 ended March 31, 1996 (File No.
1-13006) [Exhibit 3(a)]
3(a)(4) Certificate of Amendment by Shareholders to Incorporated herein by reference to
the Articles of Incorporation of Park Registrant's Quarterly Report on
National Corporation as filed with the Form 10-Q for the fiscal quarter
Ohio Secretary of State on April 22, 1997 ended June 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 [Exhibit 3(a)(2)]
compliance purposes only -- not filed with
Ohio Secretary of State)
</TABLE>
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<TABLE>
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EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
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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 [Exhibit 3(b)(2)]
only)
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