<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
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 Identification No.)
incorporation or organization)
50 North Third Street, Newark, Ohio 43055
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(740) 349-8451
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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
------ -----
10,831,767 common shares, no par value per share, outstanding at July 25, 2000.
----------
Page 1 of 25
Exhibit Index at Page 22
<PAGE> 2
PARK NATIONAL CORPORATION
CONTENTS
--------
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION 3-12
Item 1. Financial Statements 3-12
Consolidated Balance Sheets as of June 30, 2000 and
and December 31, 1999 (unaudited) 3
Consolidated Condensed Statements of Income for the
Three Months and Six Months ended June 30, 2000 and 1999 (unaudited) 4,5
Consolidated Condensed Statements of Changes in Stockholders'
Equity for the Six Months ended June 30, 2000 and 1999
(unaudited) 6
Consolidated Statements of Cash Flows for the Six Months
ended June 30, 2000 and 1999 (unaudited) 7,8
Notes to Consolidated Financial Statements 9-13
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 14-21
Item 3. Quantitative and Qualitative Disclosure About Market Risk 21
PART II. OTHER INFORMATION 22
Item 1. Legal Proceedings 22
Item 2. Changes in Securities and Use of Proceeds 22
Item 3. Defaults Upon Senior Securities 22
Item 4. Submission of Matters to a Vote of Security Holders 22
Item 5. Other Information 22
Item 6. Exhibits and Reports on Form 8-K 22
SIGNATURES 23
EXHIBITS 24-25
</TABLE>
-2-
<PAGE> 3
PARK NATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets:
Cash and due from banks $107,975 $123,975
---------------------------------------------------------------------------------------------------------
Federal funds sold 0 1,550
---------------------------------------------------------------------------------------------------------
Securities available-for-sale, at fair value
(amortized cost of $795,884 and $792,737
at June 30, 2000 and December 31,1999) 778,959 778,570
---------------------------------------------------------------------------------------------------------
Securities held-to-maturity, at amortized cost
(fair value approximates $4,380 and $4,451
at June 30, 2000 and December 31,1999) 4,300 4,321
---------------------------------------------------------------------------------------------------------
Loans (net of unearned interest) 2,217,891 2,127,425
---------------------------------------------------------------------------------------------------------
Allowance for possible loan losses 47,257 45,176
---------------------------------------------------------------------------------------------------------
Net loans 2,170,634 2,082,249
---------------------------------------------------------------------------------------------------------
Bank premises and equipment, net 30,917 32,468
---------------------------------------------------------------------------------------------------------
Other assets 104,663 110,230
---------------------------------------------------------------------------------------------------------
Total assets $3,197,448 $3,133,363
---------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity:
Deposits:
Noninterest bearing $344,263 $342,680
---------------------------------------------------------------------------------------------------------
Interest bearing 2,072,943 2,065,382
---------------------------------------------------------------------------------------------------------
Total deposits 2,417,206 2,408,062
---------------------------------------------------------------------------------------------------------
Short-term borrowings 277,113 364,258
---------------------------------------------------------------------------------------------------------
Long-term debt 181,774 16,993
---------------------------------------------------------------------------------------------------------
Other liabilities 25,431 53,989
---------------------------------------------------------------------------------------------------------
Total liabilities 2,901,524 2,843,302
---------------------------------------------------------------------------------------------------------
Stockholders' Equity:
Common stock (No par value; 20,000,000 shares
authorized; 11,191,729 shares issued in 2000
and 11,251,598 issued in 1999) 76,869 79,108
---------------------------------------------------------------------------------------------------------
Retained earnings 257,699 243,488
---------------------------------------------------------------------------------------------------------
Treasury stock (354,603 shares in 2000
and 359,190 shares in 1999) (27,642) (23,374)
---------------------------------------------------------------------------------------------------------
Accumulated other comprehensive income,
net of taxes (11,002) (9,161)
---------------------------------------------------------------------------------------------------------
Total stockholders' equity 295,924 290,061
---------------------------------------------------------------------------------------------------------
Total liabilities and
stockholders' equity $3,197,448 $3,133,363
---------------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE> 4
PARK NATIONAL CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------------------------------------------------------------
2000 1999 2000 1999
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $48,760 $42,102 $95,311 $83,700
--------------------------------------------------------------------------------------------------------------------------------
Interest on:
Obligations of U.S. Government,
its agencies and other securities 10,931 10,841 21,552 21,360
--------------------------------------------------------------------------------------------------------------------------------
Obligations of states
and political subdivisions 1,782 1,835 3,637 3,899
--------------------------------------------------------------------------------------------------------------------------------
Other interest income 36 90 132 209
--------------------------------------------------------------------------------------------------------------------------------
Total interest income 61,509 54,868 120,632 109,168
--------------------------------------------------------------------------------------------------------------------------------
Interest expense:
Interest on deposits:
Demand and savings deposits 4,842 4,190 9,352 8,512
--------------------------------------------------------------------------------------------------------------------------------
Time deposits 16,009 14,416 31,576 29,090
--------------------------------------------------------------------------------------------------------------------------------
Interest on borrowings:
Short-term borrowings 3,484 3,120 7,065 6,082
--------------------------------------------------------------------------------------------------------------------------------
Long-term debt 2,603 246 4,079 539
--------------------------------------------------------------------------------------------------------------------------------
Total interest expense 26,938 21,972 52,072 44,223
--------------------------------------------------------------------------------------------------------------------------------
Net interest income 34,571 32,896 68,560 64,945
--------------------------------------------------------------------------------------------------------------------------------
Provision for loan losses 2,039 2,109 3,748 3,729
--------------------------------------------------------------------------------------------------------------------------------
Net interest income after
provision for loan losses 32,532 30,787 64,812 61,216
--------------------------------------------------------------------------------------------------------------------------------
Other income 7,793 6,993 14,986 13,819
--------------------------------------------------------------------------------------------------------------------------------
Gain (loss) on sale of securities 0 (236) 0 (236)
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Continued
4
<PAGE> 5
PARK NATIONAL CORPORATION
CONSOLIDATED CONDENSED STATEMENT OF INCOME (UNAUDITED)
(CONTINUED)
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------------------------------------------------------
2000 1999 2000 1999
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Other expense:
Salaries and employee benefits $10,461 $9,630 $21,416 $19,635
-----------------------------------------------------------------------------------------------------------------------------------
Occupancy expense 1,061 1,035 2,181 2,126
-----------------------------------------------------------------------------------------------------------------------------------
Furniture and equipment expense 1,213 1,232 2,372 2,439
-----------------------------------------------------------------------------------------------------------------------------------
Other expense 7,690 7,107 14,592 13,920
-----------------------------------------------------------------------------------------------------------------------------------
Total other expense 20,425 19,004 40,561 38,120
-----------------------------------------------------------------------------------------------------------------------------------
Income before federal income taxes 19,900 18,540 39,237 36,679
-----------------------------------------------------------------------------------------------------------------------------------
Federal income taxes 5,462 5,267 10,935 10,549
-----------------------------------------------------------------------------------------------------------------------------------
Net income $14,438 $13,273 $28,302 $26,130
===================================================================================================================================
PER SHARE:
Net income:
Basic $1.33 $1.22 $2.61 $2.40
===================================================================================================================================
Diluted $1.33 $1.21 $2.60 $2.39
===================================================================================================================================
Weighted average
Basic 10,841,387 10,885,967 10,859,097 10,879,357
===================================================================================================================================
Diluted 10,865,114 10,935,006 10,898,382 10,931,163
===================================================================================================================================
Cash dividends declared $0.65 $0.57 $1.30 $1.14
===================================================================================================================================
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5
<PAGE> 6
PARK NATIONAL CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Accumulated
SIX MONTHS ENDED JUNE 30, 2000 AND 1999 Treasury Other
Common Retained Stock Comprehensive Comprehensive
Stock Earnings at Cost Income Income
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1998 $75,754 $221,597 ($20,208) $8,594
------------------------------------------------------------------------------------------------------------------
Net Income
26,130 $26,130
------------------------------------------------------------------------------------------------------------------------------------
Net unrealized losses on securities available-for-sale
net of income taxes of ($7,395)
(13,831) (13,831)
------------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income $12,299
------------------------------------------------------------------------------------------------------------------==================
Cash dividends on common stock:
Park at $1.14 per share
(11,164)
------------------------------------------------------------------------------------------------------------------
Cash dividends paid by U. B. Bancshares and
SNB Corp. prior to merger
(853)
------------------------------------------------------------------------------------------------------------------
Shares issued by U. B. Bancshares prior to
merger - 48,095 Shares 3,407
------------------------------------------------------------------------------------------------------------------
Shares issued for stock options - 652 shares
35
------------------------------------------------------------------------------------------------------------------
Treasury stock purchased - 29,242 shares
(2,635)
------------------------------------------------------------------------------------------------------------------
Treasury stock reissued for stock options - 10,353 shares
549
------------------------------------------------------------------------------------------------------------------
BALANCE AT JUNE 30, 1999 $79,196 $235,710 ($22,294) ($5,237)
==================================================================================================================
------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1999 $79,108 $243,488 ($23,374) ($9,161)
------------------------------------------------------------------------------------------------------------------
Net Income $28,302 $28,302
------------------------------------------------------------------------------------------------------------------------------------
Net unrealized losses on securities available-for-sale
net of income taxes of ($991) (1,841) (1,841)
------------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income $26,461
------------------------------------------------------------------------------------------------------------------==================
Cash dividends on common stock:
Park at $1.30 per share (13,372)
------------------------------------------------------------------------------------------------------------------
Cash dividends paid by U. B. Bancshares and
SNB Corp. prior to merger
(719)
------------------------------------------------------------------------------------------------------------------
Retire treasury stock from U. B. Bancshares and SNB Corp.
mergers - 66,360 shares (2,246) 2,246
------------------------------------------------------------------------------------------------------------------
Cash payment for fractional shares in mergers - 406 shares
(39)
------------------------------------------------------------------------------------------------------------------
Shares issued for stock options - 6,897 shares
46
------------------------------------------------------------------------------------------------------------------
Treasury stock purchased - 75,553 shares
(7,220)
------------------------------------------------------------------------------------------------------------------
Treasury stock reissued for stock options - 13,780 shares
706
------------------------------------------------------------------------------------------------------------------
BALANCE AT JUNE 30, 2000 $76,869 $257,699 ($27,642) ($11,002)
==================================================================================================================
THREE MONTHS ENDED JUNE 30, 2000 1999
-------------------------------------------------------------------------------------
Net Income $14,438 $ 13,273
-------------------------------------------------------------------------------------
Accumulated other comprehensive income, net of income
taxes of ($440) in 2000 and
($6,093) in 1999 818 (11,315)
-------------------------------------------------------------------------------------
Total comprehensive income $15,256 $ 1,958
--------------------------------------------------------------=======================
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6
<PAGE> 7
PARK NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-------------------------------------
2000 1999
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operating activities:
Net income $28,302 $26,130
-----------------------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, amortization and accretion 1,511 1,357
-----------------------------------------------------------------------------------------------------------------------------------
Provision for loan losses 3,748 3,729
-----------------------------------------------------------------------------------------------------------------------------------
Amortization of the excess of cost over
net assets of banks purchased 1,654 1,497
-----------------------------------------------------------------------------------------------------------------------------------
Realized investment security loss 0 236
-----------------------------------------------------------------------------------------------------------------------------------
Changes in assets and liabilities:
Decrease (increase) in other assets 4,830 (4,743)
-----------------------------------------------------------------------------------------------------------------------------------
Decrease in other liabilities (22,227) (6,155)
-----------------------------------------------------------------------------------------------------------------------------------
Net cash provided from operating activities 17,818 22,051
--------------------------------------------------------------------------------------------------------------------
Investing activities:
Proceeds from sales of:
Available-for-sale securities 0 23,245
-----------------------------------------------------------------------------------------------------------------------------------
Proceeds from maturity of:
Available-for-sale securities 48,854 111,819
-----------------------------------------------------------------------------------------------------------------------------------
Held-to-maturity securities 20 563
-----------------------------------------------------------------------------------------------------------------------------------
Purchases of:
Available-for-sale securities (51,823) (150,126)
-----------------------------------------------------------------------------------------------------------------------------------
Net increase in loans (91,726) (68,986)
-----------------------------------------------------------------------------------------------------------------------------------
Purchases of premises and equipment, net (544) (1,600)
-----------------------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities (95,219) (85,085)
--------------------------------------------------------------------------------------------------------------------
</TABLE>
Continued
7
<PAGE> 8
PARK NATIONAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(CONTINUED)
(dollars in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-------------------------------------
2000 1999
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Financing activities:
Net increase in deposits $9,144 $10,597
-----------------------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in short-term borrowings (87,145) 72,114
-----------------------------------------------------------------------------------------------------------------------------------
Issuance of stock by U. B. Bancshares prior to merger 0 3,407
-----------------------------------------------------------------------------------------------------------------------------------
Exercise of stock options 46 35
-----------------------------------------------------------------------------------------------------------------------------------
Purchase of treasury stock, net (6,553) (2,086)
-----------------------------------------------------------------------------------------------------------------------------------
Long-term debt issued 165,000 0
-----------------------------------------------------------------------------------------------------------------------------------
Repayment of long-term debt (219) (6,229)
-----------------------------------------------------------------------------------------------------------------------------------
Cash dividends paid (20,422) (17,597)
-----------------------------------------------------------------------------------------------------------------------------------
Net cash provided from financing activities 59,851 60,241
--------------------------------------------------------------------------------------------------------------------
Increase/(decrease) in cash and cash equivalents (17,550) (2,793)
--------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year 125,525 126,705
-----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $107,975 $123,912
====================================================================================================================
Supplemental disclosures of cash flow information:
Cash paid for:
Interest $52,278 $44,291
-------------------------------------------------------------------------------------------------------
Income taxes $5,975 $11,420
-------------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8
<PAGE> 9
PARK NATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Month Periods Ended June 30, 2000 and 1999.
Note 1 - BASIS OF PRESENTATION
The consolidated financial statements included in this report have been prepared
by Park National Corporation (the "Registrant", "Corporation", "Company", or
"Park") without audit. In the opinion of management, all adjustments (consisting
solely of normal recurring accruals) necessary for a fair presentation of
results of operations for the interim periods included herein have been made.
The results of operations for the period ended June 30, 2000 are not necessarily
indicative of the operating results to be anticipated for the fiscal year ended
December 31, 2000.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions for Form 10-Q, and therefore, do not include
all information and footnotes necessary for a fair presentation of the balance
sheets, condensed statements of income, condensed statements of changes in
stockholders' equity and statements of cash flows in conformity with generally
accepted accounting principles. These financial statements should be read in
conjunction with the financial statements included in the Annual Report on Form
10-K for the year ended December 31, 1999. Certain amounts in 1999 have been
reclassified to conform to the financial statement presentation used for 2000.
Park does not have any off-balance sheet derivative financial instruments such
as interest-rate swap agreements.
Note 2 - STOCK DIVIDEND
The Corporation's Board of Directors approved a 5% stock dividend in November
1999. The additional shares resulting from the dividend were distributed on
December 15, 1999 to stockholders of record as of December 3, 1999. The
unaudited consolidated financial statements, notes, and other references to
share and per share data have been retroactively restated for the stock
dividend.
Note 3 - ACQUISITIONS
Effective April 30, 2000, Park merged with U.B. Bancshares, Inc., a $180 million
one bank holding company headquartered in Bucyrus, Ohio. Park issued
approximately 325,000 shares of common stock to the stockholders of U.B.
Bancshares, Inc. based upon an exchange ratio of .577209 shares of Park common
stock for each outstanding share of U.B. Bancshares, Inc. common stock. United
Bank N.A., the wholly owned subsidiary of U.B. Bancshares, Inc., is being
operated as a separate banking subsidiary by Park.
-9-
<PAGE> 10
Park also merged with SNB Corp., a $300 million one bank holding company
headquartered in Greenville, Ohio, effective April 30, 2000. Park issued
approximately 835,000 shares of common stock to the stockholders of SNB Corp.
based upon an exchange ratio of 5.367537 shares of Park common stock for each
outstanding share of SNB Corp. common stock. Second National Bank, the wholly
owned subsidiary of SNB Corp., is being operated as a separate banking
subsidiary by Park.
The pooling-of-interests accounting treatment was used for both mergers and as a
result, the historical financial statements of Park have been restated to show
Park, U.B. Bancshares, Inc., and SNB Corp. on a combined basis. Separate results
of operations for Park, U.B. Bancshares, Inc., and SNB Corp. follow:
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, 1999 Ended June 30, 1999
<S> <C> <C>
Net Interest Income
Park $28,739 $56,637
U.B. Bancshares, Inc. 1,565 3,159
SNB Corp. 2,592 5,149
Combined $32,896 $64,945
Net Income
Park $12,003 $23,601
U.B. Bancshares, Inc. 372 717
SNB Corp. 898 1,812
Combined $13,273 $26,130
Primary Earnings Per
Common Share
Park $1.23 $2.42
U.B. Bancshares, Inc. .70 1.41
SNB Corp. 5.89 11.88
Combined $1.22 $2.40
Diluted Earnings Per
Common Share
Park $1.22 $2.40
U.B. Bancshares, Inc. .67 1.33
SNB Corp. 5.89 11.88
Combined $1.21 $2.39
</TABLE>
Note 4 - ALLOWANCE FOR POSSIBLE LOAN LOSSES
The allowance for possible loan losses is that amount believed adequate to
absorb estimated credit losses in the loan portfolio based on management's
evaluation of various factors including overall growth in the loan portfolio, an
analysis of individual loans, prior and current loss experience, and current
economic conditions. A provision for loan losses is charged to operations based
on management's periodic evaluation of these and other pertinent factors.
-10-
<PAGE> 11
<TABLE>
<CAPTION>
(In Thousands)
--------------------------------------------------------
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2000 1999 2000 1999
--------------------------------------------------------
<S> <C> <C> <C> <C>
Beginning of Period $46,043 $42,705 $45,176 $41,215
Provision for loan losses 2,039 2,109 3,748 3,729
Losses charged to the reserve (1,661) (1,595) (3,676) (3,203)
Recoveries 836 763 2,009 2,241
--------------------------------------------------------
End of Period $47,257 $43,982 $47,257 $43,982
========================================================
</TABLE>
Note 5 - EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share for the three and six month periods ended June 30, 2000 and 1999.
<TABLE>
<CAPTION>
(Dollars in thousands, except per share data)
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2000 1999 2000 1999
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Numerator:
Net Income $14,438 $13,273 $28,302 $26,130
Denominator:
Denominator for basic earnings per share 10,841,387 10,885,967 10,859,097 10,879,357
weighted-average shares
Effect of dilutive securities 23,727 49,039 39,285 51,806
Denominator for diluted earnings per
share-adjusted weighted-average shares &
assumed conversions 10,865,114 10,935,006 10,898,382 10,931,163
Earnings per share:
Basic earnings per share $1.33 $1.22 $2.61 $2.40
Diluted earnings per share $1.33 $1.21 $2.60 $2.39
</TABLE>
Note 6 - SEGMENT INFORMATION
The Corporation is a multi-bank holding company headquartered in Newark, Ohio.
The operating segments for the Corporation are its banking subsidiaries and
their respective divisions. The Corporation's banking subsidiaries are The Park
National Bank (PNB), The Richland Trust Company (RTC), Century National Bank
(CNB), The First-Knox National Bank of Mount
-11-
<PAGE> 12
Vernon (FKNB), United Bank N.A. (UB), and Second National Bank (SNB). PNB
operates through two banking divisions with the Park National Division (PND)
headquartered in Newark, Ohio and the Fairfield National Division (FND)
headquartered in Lancaster, Ohio. FKNB also operates through two banking
divisions with the First-Knox National Division (FKND) headquartered in Mount
Vernon, Ohio and the Farmers and Savings Division (FSD) headquartered in
Loudonville, Ohio. Information about reportable segments follows:
<TABLE>
<CAPTION>
Operating Results for the Three Months Ended June 30, 2000 (In Thousands)
PND FND RTC CNB FKND FSD UB SNB All Total
Other
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Interest
Income $10,766 $3,247 $4,569 $4,204 $5,826 $884 $1,770 $2,795 $510 $34,571
Provision for
Loan Losses 780 150 347 140 447 76 30 45 24 2,039
Other Income 3,449 776 696 838 1,164 106 217 256 291 7,793
Other Expense 5,931 1,939 2,588 2,357 3,146 404 1,395 1,607 1,058 20,425
Net Income $ 5,309 $1,303 $1,543 $1,755 $2,406 $358 $418 $1,066 $280 $14,438
</TABLE>
<TABLE>
<CAPTION>
Operating Results for the Three Months Ended June 30, 1999 (In Thousands)
PND FND RTC CNB FKND FSD UB SNB All Total
Other
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Interest
Income $10,204 $3,192 $4,427 $4,107 $5,760 $789 $1,566 $2,592 $259 $32,896
Provision for
Loan Losses 735 150 124 220 529 211 55 45 40 2,109
Other Income 3,281 439 545 740 1,140 115 218 220 59 6,757
Other Expense 5,655 1,875 2,587 2,199 2,939 401 1,236 1,586 526 19,004
Net Income $ 4,923 $1,090 $1,497 $1,672 $2,427 $216 $371 $902 $175 $13,273
</TABLE>
<TABLE>
<CAPTION>
Operating Results for the Six Months Ended June 30, 2000 (In Thousands)
PND FND RTC CNB FKND FSD UB SNB All Other Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Interest
Income $21,227 $6,489 $9,175 $8,428 $11,448 $1,730 $3,500 $5,541 $1,022 $68,560
Provision for
Loan Losses 1,560 300 572 260 726 136 60 90 44 3,748
Other Income
6,854 1,495 1,276 1,623 2,288 200 408 461 381 14,986
Other Expense
11,998 3,891 5,217 4,744 6,400 825 2,719 3,157 1,610 40,561
Net Income $10,273 $2,559 $3,090 $3,477 $4,692 $682 $841 $2,076 $612 $28,302
Balances at June 30, 2000
Assets 976,976 288,021 465,056 404,941 535,681 67,779 183,287 305,749 (30,042) $3,197,448
</TABLE>
-12-
<PAGE> 13
<TABLE>
<CAPTION>
Operating Results for the Six Months Ended June 30, 1999 (In Thousands)
PND FND RTC CNB FKND FSD UB SNB All Other Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Interest
Income $20,253 $6,197 $8,721 $8,097 $11,334 $1,546 $3,183 $5,149 $465 $64,945
Provision for
Loan Losses 1,470 300 349 340 808 247 85 90 40 3,729
Other Income 6,306 1,083 1,242 1,494 2,263 190 478 407 120 13,583
Other Expense 11,489 3,780 5,185 4,401 5,931 830 2,637 3,079 788 38,120
Net Income $9,450 $2,170 $2,934 $3,338 $4,846 $481 $734 $1,826 $351 $26,130
Balances at June 30, 1999
Assets $900,636 $272,230 $418,928 $391,810 $511,016 $61,900 $177,909 $294,102 $(17,266) $3,011,265
</TABLE>
The operating results of the Parent Company and Guardian Finance Company, which
began operating in May 1999, are included in the category "all other" to
reconcile the segment totals to the consolidated income statements for all
periods. The reconciling amounts for consolidated total assets as of June 30,
2000 and 1999 consist of the elimination of intersegment borrowings and the
Parent Company and Guardian Finance Company assets which are not eliminated.
-13-
<PAGE> 14
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Comparison of Results of Operations for the Three and Six Month Periods
Ended June 30, 2000 and 1999
Net Interest Income
-------------------
The Corporation's principal source of earnings is net interest income, the
difference between total interest income and total interest expense. Net
interest income increased by $1.7 million or 5.1% to $34.6 million for the three
months ended June 30, 2000 compared to $32.9 million for the second quarter of
1999. The following table compares the average balance and tax equivalent
yield/cost for interest earning assets and interest bearing liabilities for the
second quarter of 2000 with the same quarter in 1999.
<TABLE>
<CAPTION>
Three Months Ended June 30,
----------------------------------------------------
(In Thousands)
2000 1999
---------------------- -------------------------
Average Tax Average Tax
Balance Equivalent Balance Equivalent
% %
<S> <C> <C> <C> <C>
Loans $2,182,577 9.03% $1,929,208 8.81%
Taxable Investments $643,200 6.84% $653,860 6.67%
Tax Exempt Investments $148,619 6.90% $165,250 6.50%
Federal Funds Sold $2,163 6.45% $8,116 4.45%
======================================================
Interest Earning Assets $2,976,559 8.45% $2,756,434 8.15%
Interest Bearing Deposits $2,091,603 4.01% $2,020,966 3.70%
Short-term Borrowings $248,424 5.64% $275,299 4.54%
Long-term Debt $161,589 6.48% $16,827 5.86%
======================================================
Interest Bearing Liabilities $2,501,616 4.33% $2,313,092 3.82%
Excess Interest Earning Assets $474,943 4.12% $443,342 4.33%
Net Interest Margin 4.81% 4.95%
</TABLE>
Average interest earning assets increased by $220 million or 8.0% to $2,977
million for the quarter ended June 30, 2000 compared to the same quarter in
1999. Average loan totals increased by $253 million or 13.1% to $2,183 million
for the second quarter of 2000 compared to the second quarter of 1999. The
demand for commercial, commercial real estate, and consumer loans and leases has
been strong for the past year and accounts for the growth in average loan
balances for the second quarter of 2000 compared to the same period in 1999.
The average yield on the loan portfolio was 9.03% for the second quarter of 2000
compared to 8.81% for the same period in 1999. The average prime lending rate
for Park's affiliate banks was 9.25% for the second quarter of 2000 compared to
7.75% for the same period in 1999. The Federal Reserve increased the federal
funds rate by 1.75% during the second half of 1999 and the
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<PAGE> 15
first half of 2000. Park's prime lending rate was increased by the same
magnitude at the same time. Approximately 25% of Park's loan portfolio reprices
based on the prime lending rate. The yield on Park's loan portfolio is expected
to increase over the remainder of the year as variable rate loans reprice and
new loan originations have an average interest rate that is higher than the
current loan portfolio rate.
Average investment securities including federal funds sold decreased by $33
million or 4.0% to $794 million for the second quarter of 2000 compared to the
same quarter in 1999. The yield on taxable investment securities increased to
6.84% in 2000 compared to 6.67% in 1999 and the yield on tax exempt securities
increased to 6.90% in 2000 compared to 6.50% in 1999. The average maturity or
repricing of the investment portfolio was approximately 5.1 years at June 30,
2000 compared to approximately 4.5 years at June 30, 1999.
Average interest bearing liabilities increased by $189 million or 8.2% to $2,502
million for the quarter ended June 30, 2000 compared to the same quarter in
1999. Average interest bearing deposits increased by $71 million or 3.5% to
$2,092 million for the second quarter of 2000 compared to the same period in
1999. Average short-term borrowings decreased by $27 million or 9.8% to $248
million and average long-term debt increased by $145 million to $162 million for
the second quarter of 2000 compared to the same period in 1999. The increase in
average borrowed funds of $118 million was needed to help fund the increase in
the loan portfolio. The increase in long-term debt consists of variable rate
Federal Home Loan Bank advances with a maturity of two years. These advances
reprice every thirty days based on the one month LIBOR index.
The average cost of interest bearing liabilities increased by .51% to 4.33% in
2000 compared to 3.82% in 1999. The average cost of interest bearing deposits
increased by .31% to 4.01% in 2000 compared to 3.70% in 1999. The average cost
of total borrowed funds increased by 1.33% to 5.95% in 2000 compared to 4.62% in
1999. The cost of Park's interest bearing liabilities is expected to continue to
increase over the remainder of the year as the cost of new certificates of
deposit is higher than the current portfolio rate.
The increase in net interest income of $1.7 million or 5.1% to $34.6 million for
the quarter ended June 30, 2000 was primarily due to the 8.0% increase in
interest earning assets. The net interest spread (the difference between the
yield on interest earning assets and the cost of interest bearing liabilities)
decreased by .21% to 4.12% in 2000 compared to 4.33% in 1999. However, the
increase in average interest earning assets of $220 million or 8.0% in 2000
compared to 1999 and the increase in excess interest earning assets of $32
million or 7.1% in 2000 compared to 1999 were still able to produce an increase
in net interest income of 5.1% for the second quarter of 2000 compared to the
second quarter of 1999. The tax equivalent net interest margin (defined as net
interest income divided by average interest earning assets) decreased by .14% to
4.81% for the second quarter of 2000 compared to 4.95% in 1999. This decrease in
the net interest margin was due to the decrease in the net interest spread.
Net interest income increased by $3.6 million or 5.6% to $68.6 million for the
six months ended June 30, 2000 compared to $65.0 million for the same period
in 1999. The following table
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<PAGE> 16
compares the average balance and tax equivalent yield/cost for interest
earning assets and interest bearing liabilities for the first six months of
2000 with the same period in 1999.
<TABLE>
<CAPTION>
Six months Ended June 30, (In Thousands)
---------------------------------------------------------
2000 1999
--------------------------- ---------------------------
Average Tax Equivalent Average Tax Equivalent
Balance % Balance %
<S> <C> <C> <C> <C>
Loans $2,158,494 8.92% $1,912,668 8.84%
Taxable Investments $638,293 6.79% $649,062 6.62%
Tax Exempt Investments $150,493 6.97% $165,769 6.86%
Federal Funds Sold $4,526 5.76% $9,770 4.29%
Interest Earning Assets $2,951,806 8.36% $2,737,269 8.17%
Interest Bearing Deposits $2,090,978 3.94% $2,009,993 3.76%
Short-Term Borrowings $258,192 5.50% $271,911 4.49%
Long-Term Borrowings $130,952 6.27% $18,372 5.88%
Interest Bearing Liabilities $2,480,122 4.22% $2,300,276 3.87%
Excess Interest-Earning Assets $471,684 4.14% $436,993 4.30%
Net Interest Margin 4.81% 4.92%
</TABLE>
Average interest earning assets increased by $215 million or 7.8% to $2,952
million for the six months ended June 30, 2000 compared to the same period in
1999. Average loans increased by $246 million or 12.9% to $2,158 million for the
first half of 2000 compared to the same period in 1999. The yield on loans was
8.92% for the first half of 2000 compared to 8.84% for the first half of 1999.
Average investment securities including federal funds sold decreased by $31
million or 3.8% to $793 million for the first half of 2000 compared to the same
period in 1999. The yield on taxable investment securities increased to 6.79%
for the first half of 2000 compared to 6.62% for the same period in 1999.
Average interest-bearing liabilities increased by $180 million or 7.8% to $2,480
million for the first six months of 2000 compared to the same period in 1999.
Average interest bearing deposits increased by $81 million or 4.0% to $2,091
million for the first half of 2000 compared to the same period in 1999. Average
short-term borrowings decreased by $14 million or 5.0% to $258 million and
average long-term debt increased by $113 million to $131 million for the first
six months of 2000 compared to the same period in 1999. The increase in
long-term debt consists of variable rate Federal Home Loan Bank advances.
The average cost of interest bearing liabilities increased by .35% to 4.22% in
2000 compared to 3.87% in 1999. The average cost of interest bearing deposits
increased by .18% to 3.94% in 2000 compared to 3.76% in 1999. The cost of Park's
interest bearing liabilities is expected to continue to increase over the
remainder of the year as the cost of new certificates of deposit is higher than
the current portfolio rate.
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<PAGE> 17
The increase in net interest income of $3.6 million or 5.6% to $68.6 million for
the first half of 2000 was primarily due to the 7.8% increase in interest
earning assets. The net interest spread (the difference between the yield on
interest earning assets and the cost of interest bearing liabilities) decreased
by .16% to 4.14% in 2000 compared to 4.30% in 1999. However, the increase in
average interest earning assets of $215 million or 7.8% in 2000 compared to 1999
and the increase in excess interest earning assets of $35 million or 7.9% in
2000 compared to 1999 were still able to generate an increase in net interest
income of 5.6% for the first six months of 2000 compared to the same period in
1999. The tax equivalent net interest margin (defined as net interest income
divided by average interest earning assets) decreased by .11% to 4.81% for 2000
compared to 4.92% in 1999. This decrease in the net interest margin was due to
the decrease in the net interest spread.
Provision for Loan Losses
-------------------------
The provision for loan losses was $2.0 million and $3.7 million, respectively,
for the second quarter and first half of 2000 compared to $2.1 million and $3.7
million for the same periods in 1999. Net charge-offs were $825,000 and $1.7
million, respectively, for the three and six month periods ended June 30, 2000
compared to $832,000 and $962,000 for the same periods in 1999.
Nonperforming loans defined as loans that are 90 days past due, renegotiated
loans, and nonaccrual loans were $8.8 million or .40% of loans at June 30, 2000
compared to $6.5 million or .30% of loans at December 31, 1999 and $6.7 million
or .34% of loans at June 30, 1999. The reserve for loan losses as a percentage
of outstanding loans was 2.13% at June 30, 2000 compared to 2.12% at December
31, 1999 and 2.23% at June 30, 1999. See Note 4 of the Notes to Consolidated
Financial Statements for a discussion of the factors considered by management in
determining the provision for loan losses.
Noninterest Income
------------------
Noninterest income increased by $800,000 or 11.4% to $7.8 million for the three
months ended June 30, 2000 and increased by $1.2 million or 8.4% to $15.0
million for the six months ended June 30, 2000 compared to the same periods in
1999. The following is a summary of the change in noninterest income.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30th June 30th
--------------------------------- ----------------------------------
2000 1999 Change 2000 1999 Change
---- ---- ------ ---- ---- ------
<S> <C> <C> <C> <C> <C> <C>
Fees from fiduciary
activities $1,544 $1,307 $237 $3,070 $2,634 $436
Service charges on deposit
accounts 2,361 2,029 332 4,569 3,877 692
Other service income 1,232 1,271 (39) 2,397 2,655 (258)
Other income 2,656 2,386 270 4,950 4,653 297
Total $7,793 $6,993 $800 $14,986 $13,819 $1,167
</TABLE>
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<PAGE> 18
The increase in fee income from fiduciary activities, for both periods, was
primarily due to an increase in assets under management for new trust department
customers. The increase in service charges on deposit accounts, for both
periods, was due to both an increase in the number of transaction accounts and
to increases in various deposit fees. The decrease in fees earned from other
service income, for both periods, was primarily due to a decrease in the fee
income earned from the origination and sale into the secondary market of fixed
rate mortgage loans due to higher interest rates. The increase in other income,
for both periods, was primarily due to increases in fee income from debit cards
and automated teller machines.
Gain (loss) on Sale of Securities
---------------------------------
Losses from the sale of securities were $236,000 for both the three and six
month periods ended June 30, 1999 compared to no gains or losses during the
first six months of 2000. Longer term interest rates increased during the second
quarter of 1999 and as a result the market value of the investment portfolio
decreased. Mortgage-backed securities with an average book yield of 6.00% and an
average life of about 4 years were sold at losses, and the proceeds were
reinvested in callable U.S. Agency securities with a yield of 7.00% and an
average life of about 4 years.
The net unrealized holding loss on available-for-sale securities (accumulated
other comprehensive income) was $11.0 million at June 30, 2000 compared to a
loss of $9.2 million at December 31, 1999 and a loss of $5.2 million at June 30,
1999. Management expects that losses will be realized from the sale of
investment securities during the second half of 2000 and the proceeds from the
sales will be reinvested at higher book yields with a similar average life.
Other Expense
-------------
Total other expense increased by $1.4 million or 7.5% to $20.4 million for the
quarter ended June 30, 2000 and increased by $2.4 million or 6.4% to $40.6
million for the six months ended June 30, 2000 compared to the same periods in
1999.
Salaries and employee benefits expense increased by $831,000 or 8.6% to $10.5
million for the quarter ended June 30, 2000 and increased by $1.8 million or
9.1% to $21.4 million for the first six months of 2000 compared to the same
periods in 1999. Salaries increased by $617,000 or 7.7% for the quarter ended
June 30, 2000 and increased by $1.3 million or 8.1% for the six months ended
June 30, 2000 compared to the same periods in 1999. Full time equivalent
employees were 1,240 at June 30, 2000 compared to 1,222 at June 30, 1999.
Benefits expense increased by $215,000 or 13.0% for the three months ended June
30, 2000 and increased by $495,000 or 13.4% for the six months ended June 30,
2000 compared to the same periods in 1999. The increase in benefits expense was
primarily due to the increase in cost of medical insurance for employees.
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<PAGE> 19
The subcategory other expense which includes data processing expense, fees and
service charges, supplies, marketing, telephone, postage, deposit insurance
premiums, state franchise taxes, and amortization of intangibles increased by
$583,000 or 8.2% to $7.7 million for the quarter ended June 30, 2000 and
increased by $672,000 or 4.8% to $14.6 million for the first six months of 2000
compared to the same periods in 1999. The increase for both periods was due to
increases in data processing expense, and professional fees pertaining to the
mergers.
Federal Income Taxes
--------------------
Federal income tax expense was $5.5 million and $10.9 million, respectively, for
the three and six month periods ended June 30, 2000 compared to $5.3 million and
$10.6 million for the same periods in 1999. The ratio of federal income tax
expense to income before taxes was approximately 28% for both the three and six
month periods ended June 30, 2000 compared to approximately 29% for the same
periods in 1999. The statutory rate was 35% for both 2000 and 1999. The
difference between the effective federal income tax rate and the statutory rate
is primarily due to tax-exempt interest income and low income housing tax
credits, which have both increased in 2000.
Net Income
----------
Net income increased by $1.2 million or 8.8% to $14.44 million for the three
months ended June 30, 2000 compared to $13.27 million for the same period in
1999. For the six months ended June 30, 2000, net income increased by $2.2
million or 8.3% to $28.3 million compared to $26.1 million for the same period
in 1999. The annualized, net income to average assets ratio (ROA) was 1.84% and
1.82%, respectively, for the three and six month periods ended June 30, 2000
compared to 1.80% for both periods in 1999. The annualized, net income to
average equity ratio (ROE) was 20.30% and 19.90%, respectively, for the three
and six month periods ended June 30, 2000 compared to 18.29% and 18.21% for the
same periods in 1999.
Diluted earnings per share increased by 9.9% to $1.33 for the second quarter of
2000 compared to $1.21 for the same quarter in 1999 and increased by 8.8% to
$2.60 for the first half of 2000 compared to $2.39 for the same period in 1999.
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<PAGE> 20
COMPARISON OF FINANCIAL CONDITION
FOR JUNE 30, 2000 AND DECEMBER 31, 1999
Changes in Financial Condition and Liquidity
--------------------------------------------
Total assets increased by $64 million or 2.0% to $3,197 million at June 30, 2000
compared to $3,133 million at December 31, 1999. Total loans increased by $90
million, other assets decreased by $7 million and cash and due from banks
decreased by $16 million.
Total liabilities increased by $58 million or 2.0% to $2,901 million at June 30,
2000 compared to $2,843 million at December 31, 1999. Total deposits increased
by $9 million, borrowed funds increased by $78 million and other liabilities
decreased by $29 million. Long-term debt of $165 million was borrowed from the
Federal Home Loan Bank and was used to repay short-term borrowings. The
long-term debt has a maturity of two years and reprices every thirty days based
on the one month LIBOR index.
Effective liquidity management ensures that the cash flow requirements of
depositors and borrowers, as well as the operating cash needs of the
Corporation, are met.
Funds are available from a number of sources, including the securities
portfolio, the core deposit base, Federal Home Loan Bank borrowings, and the
capability to securitize or package loans for sale. The Corporation's loan to
asset ratio was 69.4% at June 30, 2000 compared to 67.9% at December 31, 1999
and 65.4% at June 30, 1999. Cash and cash equivalents totaled $108 million at
June 30, 2000 compared to $126 million at December 31, 1999 and $124 million at
June 30, 1999. The present funding sources provide more than adequate liquidity
for the Corporation to meet its cash flow needs.
Capital Resources
-----------------
Stockholders' equity at June 30, 2000 was $296 million or 9.26% of total assets
compared to $290 million or 9.26% of total assets at December 31, 1999 and $287
million or 9.54% of total assets at June 30, 1999.
Financial institution regulators have established guidelines for minimum capital
ratios for banks, thrifts, and bank holding companies. The net unrealized gain
or loss on available-for-sale securities is generally not included in computing
regulatory capital. The minimum leverage capital ratio (defined as stockholders'
equity less intangible assets divided by tangible assets) is 4% and the well
capitalized ratio is greater than or equal to 5%. Park's leverage ratio was
9.30% at June 30, 2000 and 9.17% at December 31, 1999. The minimum Tier I
risk-based capital ratio (defined as leverage capital divided by risk-adjusted
assets) is 4% and the well capitalized ratio is greater than or equal to 6%.
Park's Tier I risk-based capital ratio was 13.50% at June 30, 2000 and 13.44% at
December 31, 1999. The minimum total risk-based capital ratio (defined as
leverage
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<PAGE> 21
capital plus supplemental capital divided by risk-adjusted assets) is 8% and the
well capitalized ratio is greater than or equal to 10%. Park's total risk-based
capital ratio was 14.77% at June 30, 2000 and 14.70% at December 31, 1999.
The financial institution subsidiaries of Park each met the well capitalized
capital ratio guidelines at June 30, 2000. The following table indicates the
capital ratios for each subsidiary and Park at June 30, 2000:
<TABLE>
<CAPTION>
TIER I TOTAL
LEVERAGE RISK-BASED RISK-BASED
-------- ---------- ----------
<S> <C> <C> <C>
Park National Bank 7.13% 9.75% 12.11%
Richland Trust Company 6.53% 11.00% 12.26%
Century National Bank 6.94% 11.41% 12.67%
First-Knox National Bank 6.70% 9.39% 12.99%
United Bank N.A. 7.44% 11.85% 13.10%
Second National Bank 7.74% 11.51% 12.70%
Park National Corporation 9.30% 13.50% 14.77%
Minimum Capital Ratio 4.00% 4.00% 8.00%
Well Capitalized Ratio 5.00% 6.00% 10.00%
</TABLE>
At the July 24, 2000 Park National Corporation Board of Director's meeting, a
cash dividend of $.65 per share was declared payable on September 8, 2000 to
stockholders of record on August 25, 2000.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Footnote 1 for disclosure that Park does not have any off-balance sheet
derivative financial instruments.
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<PAGE> 22
PARK NATIONAL CORPORATION
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
Park National Corporation is not engaged in any legal proceedings of a
material nature at the present time.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
On April 4, 2000, Park issued 50 shares of treasury stock to a
director of RTC in lieu of an annual cash retainer for serving as a
director. The common shares had a market value of $90 per share on the
date of issuance. Park issued the shares in reliance upon the
exemptions from registration provided by Sections 4(2) and 4(6) under
the Securities Act of 1933 based upon the limited number of persons to
whom common shares were "sold" and the status of the individual as a
director of one of Park's subsidiaries.
Item 3. Defaults Upon Senior Securities
-------------------------------
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not applicable
Item 5. Other Information
-----------------
Not applicable
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a. Exhibits
--------
Exhibit 27.1 - Financial Data Schedule at June 30, 2000 - page 24
Exhibit 27.2 - Restated Financial Data Schedule at June 30, 1999 -
page 25
b. Reports on Form 8-K
-------------------
On April 18, 2000, Park filed a current report on Form 8-K, dated
April 17, 2000 in order to report earnings for the first quarter
ended March 31, 2000 and the status of the then pending mergers
with U.B. Bancshares, Inc. and SNB Corp.
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<PAGE> 23
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
DATE: August 3, 2000 BY: /s/ C. Daniel DeLawder
-------------- -------------------------------------
C. Daniel DeLawder
President and Chief Executive Officer
DATE: August 3, 2000 BY: /S/ John W. Kozak
-------------- -------------------------------------
John W. Kozak
Chief Financial Officer
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