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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): FEBRUARY 29, 2000
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 (IRS Employer
of incorporation) Number) Identification No.)
50 NORTH THIRD STREET, P.O. BOX 3500, NEWARK, OHIO 43058-3500
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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.)
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ITEM 5. OTHER EVENTS
On February 29, 2000, U.B. Bancshares, Inc. sent a letter to its
shareholders advising them of the status of the transactions contemplated by the
December 14, 1999 merger agreement between U.B. Bancshares and Park National
Corporation. A copy of that letter is included as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b) Not applicable.
(c) EXHIBITS:
Exhibit No. Description
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Exhibit 99 Letter, dated February 28, 2000, from U.B.
Bancshares, Inc. to its shareholders
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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: February 29, 2000 By: /S/ DAVID C. BOWERS
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Its: SECRETARY
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
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<S> <C> <C>
99 Letter dated February 28, 2000, from U.B. *
Bancshares, Inc. to its shareholders
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*Filed herewith.
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Exhibit 99
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[Letterhead of U.B. Bancshares, Inc.]
February 28, 2000
Dear Shareholder(s):
As you know, on December 14, 1999, we announced the signing of an
agreement to merge with Park National Corporation, Newark, Ohio. Applications to
our regulators for approval of this merger have been filed. Shortly you will be
receiving notice of a special meeting of shareholders for the purpose of
adopting the merger agreement. Included with your proxy for this meeting will be
a proxy statement/prospectus containing important information about the details
of the merger as it relates to our shareholders. Please return the proxy
promptly.
We urge you to read the proxy statement/prospectus which has been filed
with the Securities and Exchange Commission as part of the registration
statement covering the common shares of Park National which would be issued in
the merger. You may get a copy of the registration statement and other documents
relevant to the merger which Park National subsequently files with the SEC on
the SEC's website at http://www.sec.gov. Copies of Park National's SEC filings
incorporated by reference into the proxy statement/prospectus are available free
from Park National.
Due to the special meeting, U.B. Bancshares, Inc. will not have an
annual meeting as in the past. Another change from the past is the payment of a
quarterly dividend beginning in March 2000. Since Park National has paid a
quarterly dividend for many years, our change will correspond to their normal
policy.
We will continue to keep you informed about our progress.
Sincerely,
/s/ Joe D. Donithen
Joe D. Donithen
President
JDD/rk
