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)   April 18, 2006      (April 17, 2006)
Park National Corporation
 
(Exact name of registrant as specified in its charter)
         
Ohio   1-13006   31-1179518
 
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
     
50 North Third Street, P.O. Box 3500, Newark, Ohio   43058-3500
 
(Address of principal executive offices)   (Zip Code)
(740) 349-8451
 
(Registrant’s telephone number, including area code)
Not Applicable
 
(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:
      o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
      o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
      o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
      o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 5.02 – Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers .
At the meeting of the Board of Directors (the “Board”) of Park National Corporation (“Park”) held on April 17, 2006 (the “Park Board Meeting”), the Park Board elected Robert E. Dixon as a director of Park. At the Park Board Meeting, as permitted by Park’s Regulations, the Park Board increased the number of directors from thirteen to fourteen, and Mr. Dixon was elected to fill the newly-created directorship, upon the unanimous recommendation of the Nominating Committee of the Park Board based upon Mr. Dixon’s qualifications and experience as a Certified Public Accountant. Mr. Dixon joins the class of directors of Park whose terms of office will expire at the 2008 Annual Meeting of Shareholders of Park. At the Park Board Meeting, the Park Board also appointed Mr. Dixon to serve as a member of the Audit Committee of the Park Board.
At the meeting of the Board of Directors of The Park National Bank, a national bank subsidiary of Park (“PNB”), held on April 17, 2006, Mr. Dixon was also elected as a director of PNB.
Mr. Dixon currently serves Dixon, Davis, Bagent & Company, a public accounting firm, as Chairman and the Manager of the Tax Group. The Park Board has determined that Mr. Dixon has no relationship with Park or any of Park’s subsidiaries, either directly or indirectly, including, without limitation, any commercial, industrial, banking, consulting, legal, accounting, charitable or family relationship, that would be inconsistent with a determination of independence under the applicable sections of the American Stock Exchange Company Guide or the applicable rules and regulations of the SEC, including Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or would require disclosure under Item 404(a) of SEC Regulation S-K.
On April 17, 2006, Park issued a news release announcing the election of Mr. Dixon as a director. The news release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .
At the Annual Meeting of Shareholders of Park held on April 17, 2006, the shareholders of Park adopted amendments to Sections 1.04 and 1.11 of Park’s Regulations. Those amendments became effective upon such adoption.
The amendments to Section 1.04 of Park’s Regulations provide that shareholders of Park must be given written notice at least ten nor more than 60 days in advance of all shareholder meetings and that electronic notices of shareholder meetings are permitted. Prior to those amendments, Section 1.04 of Park’s Regulations provided that written notice of a Park shareholder meeting was to be given to the shareholders not less than seven nor more than 60 days before the date of the meeting.
The amendment to Section 1.11 of Park’s Regulations provides that a shareholder may appoint a proxy by a writing signed by the shareholder or a verifiable communication authorized by the

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shareholder thereby permitting a shareholder to use electronic mail, telephone and other methods to appoint a proxy. Prior to the amendment, Section 1.11 of Park’s Regulations allowed a shareholder to vote by proxy, if the proxy appointment was in writing and signed by the shareholder.
The text of Sections 1.04 and 1.11 of Park’s Regulations, as amended, is filed with this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference. The foregoing summary of the amendments to Sections 1.04 and 1.11 of Park’s Regulations is qualified in its entirety by reference to the specific provisions of those Sections.
Item 8.01 – Other Events .
At the Annual Meeting of Shareholders of Park held on April 17, 2006, each of James J. Cullers, William T. McConnell, Michael J. Menzer and William A. Phillips was re-elected for a new three-year term expiring at the Annual Meeting of Shareholders in 2009.
The directors of Park whose terms of office continue until the 2007 Annual Meeting of Shareholders are: Maureen Buchwald; J. Gilbert Reese; Rick R. Taylor; David L. Trautman; and Leon Zazworsky.
The directors of Park whose terms of office continue until the 2008 Annual Meeting of Shareholders are: C. Daniel DeLawder; Robert E. Dixon (following his election at the Park Board Meeting); Harry O. Egger; F. William Englefield IV; and John J. O’Neill.
Item 9.01 – Financial Statements and Exhibits .
     (a) Not applicable
     (b) Not applicable
     (c) Not applicable
     (d)  Exhibits . The following exhibits are being filed with this Current Report on Form 8-K:
             
 
  Exhibit No.   Description
 
           
 
      3.1     Certificate Regarding Adoption of Amendments to Sections 1.04 and 1.11 of Park National Corporation’s Regulations by the Shareholders on April 17, 2006.
 
           
 
    99.1     News Release issued by Park National Corporation on April 17, 2006 announcing election of Robert E. Dixon.

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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: April 18, 2006
  By:   /s/ John W. Kozak
 
       
 
      John W. Kozak
Chief Financial Officer

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INDEX TO EXHIBITS
Current Report on Form 8-K
Dated April 18, 2006
Park National Corporation
     
Exhibit No.
  Description
 
   
3.1
  Certificate Regarding Adoption of Amendments to Sections 1.04 and 1.11 of Park National Corporation’s Regulations by the Shareholders on April 17, 2006.
 
   
99.1
  News Release issued by Park National Corporation on April 17, 2006 announcing election of Robert E. Dixon.

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Exhibit 3.1
CERTIFICATE REGARDING ADOPTION OF
AMENDMENTS TO SECTIONS 1.04 AND 1.11 OF
PARK NATIONAL CORPORATION’S REGULATIONS
BY THE SHAREHOLDERS ON APRIL 17, 2006
     The undersigned hereby certifies that he is the duly elected, qualified and acting President and Secretary of Park National Corporation, an Ohio corporation (the “Corporation”); that the Annual Meeting of Shareholders (the “Annual Meeting”) of the Corporation was duly called and held on April, 17, 2006, at which Annual Meeting a quorum of the shareholders of the Corporation was at all times present in person or by proxy; and that the shareholders of the Corporation duly adopted, by the affirmative vote of the holders of common shares entitling them to exercise more than two-thirds of the voting power of the Corporation, the amendments to Sections 1.04 and 1.11 of the Regulations of the Corporation set forth on Annexes 1 and 2, respectively, attached hereto and incorporated herein by reference.
     IN WITNESS WHEREOF, the undersigned President and Secretary of Park National Corporation, acting for and on behalf of the Corporation, has hereunto set his hand this 17 th day of April, 2006.
/s/ David L. Trautman              
David L. Trautman, President and Secretary

 

 

Annex 1
Section 1.04 of the Regulations of Park National Corporation, as amended
Section 1.04. Notice of Meetings .
  (A)   Written notice stating the time, place and purposes of a meeting of the shareholders shall be given either by personal delivery or by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the notice is given, not less than ten nor more than 60 days before the date of the meeting (i) to every shareholder of record entitled to notice of the meeting (ii) by or at the direction of the president, the secretary, or another officer expressly authorized by action of the directors to give such notice. If mailed or sent by overnight delivery service, such notice shall be addressed to the shareholder at such shareholder’s address as it appears on the records of the corporation. If sent by another means of communication authorized by the shareholder, the notice shall be sent to the address furnished by the shareholder for those transmissions. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. In the event of a transfer of shares after the record date for determining the shareholders who are entitled to receive notice of a meeting of shareholders, it shall not be necessary to give notice to the transferee. Nothing herein contained shall prevent the setting of a record date in the manner provided by law, the Articles or the Regulations for the determination of shareholders who are entitled to receive notice of or to vote at any meeting of shareholders or for any purpose required or permitted by law.
  (B)   Upon request in writing delivered either in person or by registered mail to the president or the secretary, specifying the purpose or the purposes for which the persons properly making such request have called a meeting of shareholders, that officer shall forthwith cause to be given to the shareholders entitled thereto notice of a meeting to be held on a date not less than ten nor more than 60 days after the receipt of such request, as the officer may fix. If the notice is not given within 15 days after the receipt of such request by the president or the secretary, then the persons properly calling the meeting may fix the time of the meeting and give notice thereof in accordance with Section 1.04(A), or cause the notice to be so given by any designated representative.

 

 

Annex 2
Section 1.11 of the Regulations of Park National Corporation, as amended
Section 1.11. Proxies .
      At meetings of the shareholders, any shareholder entitled to vote thereat may be represented and may vote by a proxy or proxies appointed by a writing signed, or a verifiable communication authorized, by such shareholder, but such writing or verifiable communication must be filed with the secretary of the meeting before such proxy shall be allowed to vote thereunder.

 

 

Exhibit 99.1
(PARK LOGO)
News Release
     
April 17, 2006   FOR IMMEDIATE RELEASE
Park National Corporation elects Dixon to board of directors
Local CPA also joins Park National Bank board
NEWARK, Ohio — The Park National Corporation (Park) (AMEX: PRK) has elected Robert E. Dixon to its board of directors, increasing the number of directors from 13 to 14. Dixon was unanimously recommended by the board’s nominating committee, based on his qualifications and experience as a Certified Public Accountant. He was also appointed to the board’s audit committee.
Dixon is chairman of Dixon, Davis, Bagent & Company, a public accounting firm based in Granville, Ohio. He is also manager of its Tax Group. He is widely respected in central Ohio for his experience in taxation and accounting issues, especially for financial institutions.
“We are delighted to have Bob Dixon join the Park organization,” said Park Chairman C. Daniel DeLawder. “His expertise in our industry combined with his knowledge of our market areas and appreciation for our culture make him a highly qualified addition to the board.”
The Park National Bank, a Park affiliate bank based in Newark, Ohio, also elected Dixon to its board of directors on Monday, increasing the number of bank directors from 12 to 13.
After serving active duty in the United State Army, Dixon earned an accounting degree and MBA from Ohio University. He also holds an undergraduate degree in economics. He is a member of the Ohio Society of Certified Public Accountants and the American Institute of Certified Public Accountants. He is a past member of the Financial Institution Committee of the Ohio Society of CPAs and its task force for planning the annual Financial Institution Conference.
He served on the board of the Granville Foundation, twice as its president, and on the board of the Granville Area Chamber of Commerce. He is currently president of Moundbuilders Babe Ruth and is a member of the Rotary Club of Granville. He is often a featured speaker to various organizations on the topics of bank taxation and other tax issues.
Park National Corporation is an Ohio-based bank holding company headquartered in Newark, Ohio. It has more than $5.4 billion in total assets. Its 12 community banks and two specialty financing companies consist of 135 offices and 138 ATMs in 29 Ohio counties.
Its subsidiaries and their divisions include The Park National Bank, Fairfield National Division, First Clermont Division, The Richland Trust Company, Century National Bank, The First-Knox National Bank, Farmers and Savings Division, United Bank, N.A., Second National Bank, The Security National Bank and Trust Co., Unity National Division, The Citizens National Bank of Urbana, Scope Aircraft Finance, and Guardian Finance Company. For more information, visit www.parknationalcorp.com.
Media contacts:
Bethany White, Communications Specialist, 740.349.3754
John Kozak, Chief Financial Officer, 740.349.3792
Park National Corporation
50 N. Third Street, Newark, Ohio 43055
www.parknationalcorp.com