UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 3, 2005
(December 31, 2004)
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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 (IRS Employer
of incorporation) File 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)
(740) 349-8451
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 8 - Other Events
Item 8.01 - Other Events.
On December 31, 2004, Park National Corporation (Park) and First Federal
Bancorp, Inc. (First Federal) issued a joint news release announcing the closing
of the transactions related to their plan and agreement of merger. As a result,
First Federal Savings Bank of Eastern Ohio (FFSB), merged with Park affiliate
bank Century National Bank (Century) effective as of the close of business on
December 31, 2004. FFSB, the surviving national bank subsidiary of Park
following the merger, will change its name to Century National Bank.
Under the terms of the plan and agreement of merger, Park will pay $13.25 per
share to shareholders of First Federal. The total First Federal Shares
outstanding were 3,519,820 at December 31, 2004. Stock options totaling 233,599
shares were exercised after the signing of the merger agreement on August 2,
2004 and 102,326 options were cancelled and paid out with the holders of the
cancelled options receiving the difference between $13.25 and the exercise price
of the options.
Section 9 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits. The following exhibit is being filed with this Current
Report on Form 8-K:
Exhibit No. Description
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99.1 News Release issued by Park National Corporation
and First Federal Bancorp, Inc. on December 31,
2004 announcing the closing of the merger
transactions.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PARK NATIONAL CORPORATION
Dated: January 3, 2005 By: /s/ John W. Kozak
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John W. Kozak
Chief Financial Officer
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INDEX TO EXHIBITS
Current Report on Form 8-K
Dated January 3, 2005
Park National Corporation
Exhibit No. Description
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99.1 News Release issued by Park National Corporation and First
Federal Bancorp, Inc. on December 31, 2004 announcing the
closing of the merger transactions.
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