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) March 15, 2007 (March 9, 2007)
Park National Corporation
(Exact name of registrant as specified in its charter)
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Ohio
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1-13006
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31-1179518
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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50 North Third Street, Newark, Ohio
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43055
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(Address of principal executive offices)
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(Zip Code)
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(Registrant’s telephone number, including area code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 –
Entry into a Material Definitive Agreement
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Credit Agreement with JPMorgan Chase Bank, N.A.
On March 12, 2007, Park National Corporation, an Ohio corporation (“Park”), entered into a Credit
Agreement, dated as of March 12, 2007 (the “Credit Agreement”), between Park, as the “Borrower”,
and JPMorgan Chase Bank, N.A., as the “Bank”.
The Bank has committed, subject to the terms and conditions set forth in the Credit Agreement and
the Line of Credit Note, dated March 12, 2007, executed by Park in favor of the Bank (the “Note”),
to provide Park with a revolving line of credit facility in the aggregate principal sum of up to
$40,000,000 (the “Credit Facility”) for a period of one year, with any outstanding amounts due and
payable on March 12, 2008. The proceeds from the Credit Facility may be used for Park’s working
corporate purposes. During the period from March 12, 2007 until the date of this Current Report on
Form 8-K, Park has not borrowed any amounts under the Credit Facility.
The following description of the Credit Facility is qualified in its entirety by reference to the
Credit Agreement and the Note, copies of which are filed with this Current Report on Form 8-K as
Exhibits 10.1(a) and 10.1(b), respectively, and are incorporated herein by this reference.
Interest
. Interest on the outstanding balance under the Credit Facility is payable, at
Park’s option, at a rate equal to: (i) the sum of (a) the LIBOR Rate (as defined in the Note) and
(b) 0.95% per annum; or (ii) the Prime Rate (as defined in the Note). As of the date of the Credit
Agreement (March 12, 2007), Park believes that if there had been any LIBOR Rate Advances (as
defined in the Note), they would have borne interest at a per annum
rate equal to 6.31%, and if
there had been any Prime Rate Advances (as defined in the Note), they would have borne interest at
the rate of 8.25% per annum.
Optional Prepayments
. Park may make optional prepayments of Prime Rate Advances under the
Credit Facility, in whole or in part, without premium or penalty. Park may prepay any LIBOR Rate
Advance only at the end of an Interest Period (as defined in the Note).
Security for the Credit Facility
. Park’s obligations under the Credit Facility are not
secured.
Representations and Warranties; Covenants; Events of Default
. The terms of the Credit
Facility include customary representations and warranties, customary affirmative and negative
covenants and customary events of default.
At any time after the occurrence of an event of default under the Credit Facility, the Bank may,
among other options, declare any amounts outstanding under the Credit Facility immediately due and
payable and terminate any commitment to make further loans to Park under the Credit Facility. In
addition, after a default has occurred under the Credit Facility, whether or not the Bank elects to
accelerate the maturity of the Credit Facility because of such default, all Prime Rate Advances and
all LIBOR Rate Advances under the Credit Facility will bear interest at a per annum rate equal to
the Prime Rate plus three percent (3.00%) from the date the Bank elects to impose such rate.
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First Supplemental Indenture
Effective as of 6:00 p.m., Eastern Standard Time, on March 9, 2007 (the “Effective Date”), Vision
Bancshares, Inc. (“Vision”), an Alabama corporation, merged with and into Park (the “Merger”),
pursuant to the terms of the Agreement and Plan of Merger, dated to be effective as of September
14, 2006 (as amended by the First Amendment to Agreement and Plan of Merger, dated to be effective
as of February 6, 2007, the “Merger Agreement”), between Park and Vision.
In connection with the Merger, Park entered into a First Supplemental Indenture, dated as of the
Effective Date (the “First Supplemental Indenture”), with Vision and Wilmington Trust Company, a
Delaware banking corporation, as Trustee. A copy of the First Supplemental Indenture is filed with
this Current Report on Form 8-K as Exhibit 4.1(b). Under the terms of the First Supplemental
Indenture, Park assumed all of the payment and performance obligations of Vision under the Junior
Subordinated Indenture, dated as of December 5, 2005 (the “Indenture”), pursuant to which Vision
issued $15.5 million of junior subordinated debentures to Vision Bancshares Trust I, a Delaware
statutory trust (the “Vision Trust”). The junior subordinated debentures were issued by Vision in
connection with the sale by the Vision Trust of $15.0 million of floating rate preferred securities
to institutional investors on December 5, 2005.
Both the junior subordinated debentures and the preferred securities mature on December 30, 2035
(which maturity may be shortened to a date not earlier than December 30, 2010), and carry a
floating interest rate per annum, reset quarterly, equal to the sum of three month LIBOR plus 1.48
percent. Payment of interest on the junior subordinated debentures, and payment of cash
distributions on the preferred securities, may be deferred at any time or from time to time for a
period not to exceed twenty consecutive quarters.
Under the terms of the Indenture, Park, as successor to Vision in accordance with the First
Supplemental Indenture, is prohibited from declaring or paying dividends to the holders of Park
common shares (a) if an event of default under the Indenture has occurred and continues or (b)
during any period in which the payment of interest on the junior subordinated debentures by Park
(and the payment of cash distributions on the preferred securities by the Vision Trust) is being
deferred.
Under the terms of the First Supplemental Indenture, Park also succeeds to and is substituted for
Vision with the same effect as if Park had originally been named (i) as “Depositor” in the Amended
and Restated Trust Agreement of the Vision Trust, dated as of December 5, 2005, among Vision,
Wilmington Trust Company, as Property Trustee and as Delaware Trustee, and the Administrative
Trustees named therein and (ii) as “Guarantor” in the Guarantee Agreement, dated as of December 5,
2005, between Vision and Wilmington Trust Company, as Guarantee Trustee.
Pursuant to the Notice of Resignation of Administrative Trustees and Appointment of Successors,
dated March 9, 2007, delivered to Wilmington Trust Company, William E. Blackmon, Debbie Schmidt and
Siri Albright resigned as Administrative Trustees of the Vision Trust as of the Effective Date and
C. Daniel DeLawder, David L. Trautman and John W. Kozak
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were appointed by Park to serve as
successor Administrative Trustees of the Vision Trust as of the Effective Date. A copy of the
Notice of Resignation of Administrative Trustees and Appointment of Successors is filed with this
Current Report on Form 8-K as Exhibit 4.2(b).
Item 2.03 –
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
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Please see the discussion in “Item 1.01 – Entry into a Material Definitive Agreement” of this
Current Report on Form 8-K, concerning the Credit Agreement entered into by Park and JPMorgan Chase
Bank, N.A., which discussion is incorporated herein by reference.
Please see the discussion in “Item 1.01 – Entry into a Material Definitive Agreement” of this
Current Report on Form 8-K, concerning the First Supplemental Indenture entered into by Park with
Vision and Wilmington Trust Company, as Trustee, which discussion is incorporated herein by
reference.
Item 3.03 –
Material Modification to Rights of Security Holders
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Please see the discussion in “Item 1.01 – Entry into a Material Definitive Agreement” of this
Current Report on Form 8-K, concerning the provisions of the Indenture which prohibit Park from
declaring or paying dividends to the holders of Park common shares under specified circumstances,
which discussion is incorporated herein by reference.
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the Employment Agreement entered into September 14, 2006, by and among Park;
Vision Bank, an Alabama banking corporation (“Vision Alabama”); Vision Bank, a Florida banking
corporation (“Vision Florida”); and J. Daniel Sizemore (as amended by the First Amendment to
Employment Agreement entered into February 6, 2007, the “Sizemore Agreement”), the Board of
Directors of Park (the “Park Board”) elected J. Daniel Sizemore as a director of Park effective as
of the Effective Date. Mr. Sizemore joins the class of directors whose terms of office will expire
at the 2009 Annual Meeting of Shareholders of Park. Mr. Sizemore is the Chairman of the Board and
Chief Executive Officer of both Vision Alabama and Vision Florida. Prior to the Effective Date,
Mr. Sizemore also served as the Chairman of the Board and Chief Executive Officer of Vision.
Sizemore Agreement
The Sizemore Agreement was entered into on September 14, 2006 and became effective as of the
Effective Date. The Sizemore Agreement replaces and supersedes the employment agreement, dated as
of December 28, 2005, among Vision, Vision Alabama, Vision Florida and Mr. Sizemore. Vision
Alabama and Vision Florida are collectively referred to in the Sizemore Agreement as the
“Employer.”
The Sizemore Agreement provides that Mr. Sizemore will serve as the Chairman of the Board and Chief
Executive Officer of the Employer and will report directly to the Park Board.
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Additionally, during
the term of the Sizemore Agreement, Mr. Sizemore is to be nominated to serve as a director of Park
and nominated and elected to serve as a director and Chairman of the Board of the Employer. The
term of Mr. Sizemore’s employment will be three years, with the term
renewing automatically for one additional day on each day after the Effective Date. The Sizemore
Agreement will terminate upon Mr. Sizemore’s death. The Employer may terminate the Sizemore
Agreement (i) in the event of Mr. Sizemore’s Disability (as defined in the Sizemore Agreement),
(ii) at any time for Cause (as defined in the Sizemore Agreement), or (iii) without Cause upon 30
days’ prior written notice. The Sizemore Agreement may be terminated by Mr. Sizemore voluntarily
or for Good Reason (as defined in the Sizemore Agreement).
Under the Sizemore Agreement, Mr. Sizemore will receive an initial annual base salary of $300,000,
which may be increased, but not decreased without his written consent, by the Park Board during the
term of the Sizemore Agreement. Mr. Sizemore may also earn and receive a cash bonus in an amount
up to sixty-five percent (65%) of his base salary, depending upon the performance of the Employer
and the satisfaction of his personal performance goals to be set from time to time by the
Compensation Committee of Park. Mr. Sizemore also received a lump sum payment of $900,000 upon the
consummation of the Vision Merger in consideration for entering into the Sizemore Agreement,
terminating his employment agreement with Vision, applying his experience, skills and knowledge in
continued employment with the Employer and waiving and releasing all rights, benefits and payments
specified in his employment agreement dated as of December 28, 2005. In addition, the Employer
agreed to continue the Salary Continuation Agreements entered into July 14, 2004, as amended by the
First Amendments to Vision Salary Continuation Plan entered into June 26, 2006, between Vision
Alabama and Mr. Sizemore and Vision Florida and Mr. Sizemore. Copies of the Salary Continuation
Agreements between Vision Alabama and Mr. Sizemore and Vision Florida and Mr. Sizemore are filed
with this Current Report on Form 8-K as Exhibits 10.1(e) and 10.1(g), respectively. Copies of the
First Amendments to Vision Salary Continuation Plan between Vision Alabama and Mr. Sizemore and
Vision Florida and Mr. Sizemore are filed with this Current Report on Form 8-K as Exhibits 10.1(f)
and 10.1(h), respectively.
In addition to the general fringe benefits provided under all programs that the Employer may
provide from time to time to actively employed senior executives of the Employer, Mr. Sizemore is
also entitled to the following specific fringe benefits: Employer-provided term life insurance
equal to three times his base salary plus group term life insurance policies on his dependents in
commercially reasonable amounts; a monthly car allowance equal to $750, plus mileage at the current
Internal Revenue Service allowed reimbursement rate; and all fees for any country or social club
which Mr. Sizemore joins (or as to which he was a member on the Effective Date) at the request of
the Employer. In addition, Mr. Sizemore and his dependents will be covered under the Employer’s
group health insurance plan with the entire monthly premium for such coverage to be paid by the
Employer.
If Mr. Sizemore’s employment is terminated by his death or by the Employer for “Disability” (as
defined in the Sizemore Agreement), or for “Cause” (as defined in the Sizemore Agreement), or if he
voluntarily terminates his employment, Mr. Sizemore and his beneficiaries will be entitled to
receive the following: any base salary that is accrued but unpaid; the value of any vacation that
is accrued but unused, and any business expenses that are unreimbursed – all as of the date
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of
termination of employment; and any rights and benefits (if any) provided under plans and programs
of the Employer, determined in accordance with the applicable terms and provisions of such plans
and programs.
If Mr. Sizemore’s employment is terminated without Cause, or if Mr. Sizemore terminates his
employment for “Good Reason” (as defined in the Sizemore Agreement), in addition to receiving all
the payments described in the preceding paragraph, Mr. Sizemore will also be entitled to receive
the following: continuation of his base salary as in effect immediately prior to the date of his
termination of employment for a period of three years (provided, that such payments will be made in
separate, equal payments no less frequently than monthly over such period); and the Employer will
continue to provide medical, dental, life insurance and other welfare benefits (collectively, the
“welfare benefits”) to Mr. Sizemore, his spouse and his eligible dependents for a period of three
years following the date of termination on the same basis and at the same cost as such benefits
were provided to Mr. Sizemore immediately prior to his date of termination. Notwithstanding the
foregoing, welfare benefits receivable by Mr. Sizemore will be reduced or eliminated to the extent
that he becomes eligible to receive comparable welfare benefits at substantially similar costs from
another employer.
If, upon the occurrence of a “Change in Control” (as such term is defined under Section 409A of the
Internal Revenue Code) and, within 36 months following such change in control, the Sizemore
Agreement is terminated by the Employer for any reason other than due to death, Disability or for
Cause, Mr. Sizemore will receive the following: any base salary that is accrued but unpaid, the
value of any vacation that is accrued but unused, and any business expenses that are unreimbursed –
all as of the date of termination of employment; any rights and benefits (if any) provided under
plans and programs of the Employer, determined in accordance with the applicable terms and
provisions of such plans and programs; a single lump sum payment, payable on the tenth business day
following the date of termination, equal to three times the total base salary and cash bonus paid
or payable to Mr. Sizemore with respect to the most recently completed fiscal year of the Employer;
and the Employer or its successor will continue to provide welfare benefits to Mr. Sizemore, his
spouse and his eligible dependents for three years following the date of termination on the same
basis and at the same cost as such benefits were provided to Mr. Sizemore immediately prior to his
date of termination, provided that, if the terms of the plans governing such welfare benefits do
not permit such coverage, the Employer or its successor must provide such welfare benefits to Mr.
Sizemore with the same after tax effect.
The Sizemore Agreement contains confidentiality and non-competition provisions which prevent Mr.
Sizemore from (i) disclosing confidential information about Park and the Employer and (ii)
competing with Park or the Employer, soliciting or hiring any employee of Park or the Employer,
soliciting any customer, supplier, contractual party of Park or the Employer or any other person
with whom each of them has business relations to cease doing business with Park or the Employer, or
interfering in the relationship of Park or the Employer and any of their respective employees,
customers, suppliers, contractual parties or any other person with whom each of them has business
relations for a period of three years following the termination of his employment or one year in
the event that his employment is terminated pursuant to a change in control.
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The information set forth above does not purport to be complete and is qualified in its entirety by
reference to the full text of the Sizemore Agreement.
Other Transactions and Relationships with Mr. Sizemore
Vision and Vision Alabama currently lease real property associated with Vision Alabama’s branch
locations in Gulf Shores and Orange Beach, Alabama from Gulf Shores Investment Group, LLC, an
Alabama limited liability company. Mr. Sizemore is a member of Gulf Shores Investment Group, LLC
with a 1/15
th
proportionate ownership interest. Vision and Vision Alabama also lease
real property associated with Vision Alabama’s branch location in Elberta, Alabama from Elberta
Holdings, LLC, an Alabama limited liability company. Mr. Sizemore is a member of Elberta Holdings,
LLC with a 1/3
rd
proportionate ownership interest. Vision and Vision Florida currently
lease real property associated with Vision Florida’s branch location in Panama City, Florida from
Bay County Investment Group, LLC, a Florida limited liability company. Mr. Sizemore is a member of
Bay County Investment Group, LLC with a 1/23
rd
proportionate ownership interest.
In anticipation of the closing of the Merger, the Park Board approved the purchase of each of the
branch locations described in the preceding paragraph by Vision Alabama or Vision Florida, as
appropriate, following the closing of the Merger. The real property leased by Vision and Vision
Alabama from Gulf Shores Investment Group, LLC in Gulf Shores, Alabama will be purchased by Vision
Alabama for a purchase price of $2,400,000; the real property leased by Vision and Vision Alabama
from Gulf Shores Investment Group, LLC in Orange Beach, Alabama will be purchased for a purchase
price of $2,000,000; the real property leased by Vision and Vision Alabama from Elberta Holdings,
LLC in Elberta, Alabama will be purchased by Vision Alabama for a purchase price of $880,000; and
the real property leased by Vision and Vision Florida from Bay County Investment Group, LLC in
Panama City, Florida will be purchased by Vision Florida for a purchase price of $2,975,000. Each
purchase price represents the average of the appraised values obtained on behalf of each of Park
and Vision and was agreed upon by Mr. Sizemore (on behalf of Vision) and C. Daniel DeLawder (on
behalf of Park) on February 2, 2007 and approved by the Vision Board of Directors and the ownership
entity for each property on that same date. Each branch location will be purchased for cash.
Prior to purchasing any such property, Vision Alabama or Vision Florida, as appropriate, will
calculate its “capital stock and surplus” for purposes of 12 C.F.R. § 223.3 in order to confirm
that the amount of the proposed “covered transaction,” when combined with other “covered
transactions,” will satisfy the limitations in respect of “covered transactions” set forth in
Regulation W promulgated by the Federal Reserve Board. Park intends to make any additional capital
contributions to Vision Alabama or Vision Florida which may be necessary to ensure that the
limitations in respect of “covered transactions” are satisfied.
Item 8.01 – Other Events
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On March 9, 2007, Park and Vision issued a joint news release announcing the closing of the Merger
contemplated by the Merger Agreement effective as of the Effective Date. As a result of the
Merger, both Vision Alabama and Vision Florida became subsidiaries of Park.
At the time of the Merger, Vision had 6,410,049 shares of common stock outstanding. Under the
terms of the Merger Agreement, Vision’s shareholders have the option of receiving cash or Park
common shares for their Vision shares (or any combination thereof), subject to the allocation and
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election procedures set forth in the Merger Agreement. Park will allocate the requests of Vision’s
shareholders so that 50 percent of the total Vision shares outstanding at the time of the Merger
will be exchanged for cash at the rate of $25 per share and the other 50 percent of the Vision
shares will be exchanged for Park common shares at the exchange rate of 0.2475 Park common
shares for each Vision share. Park expects to pay the Vision shareholders aggregate consideration
consisting of approximately $80.1 million and 793,200 Park common shares.
The Vision stock options outstanding at the time of the Merger totaled 467,784 with a weighted
average exercise price per share of approximately $8.57. Pursuant to the terms of the Merger
Agreement, each outstanding Vision stock option will be cancelled and converted into the right to
receive an amount of cash equal to the product of (1) (a) $25.00 minus (b) the exercise price of
the stock option, multiplied by (2) the number of Vision shares of common stock subject to the
unexercised portion of the stock option. Park estimates that an aggregate of $7.7 million will be
paid to the holders of the outstanding Vision stock options.
A copy of the news release announcing the closing of the Merger is included with this Current
Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits
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(a) Not applicable
(b) Not applicable
(c) Not applicable
(d)
Exhibits
. The documents listed below are filed with this Current Report
on Form 8-K as exhibits or incorporated into this Current Report
on Form 8-K by
reference as noted:
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Exhibit No.
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Description
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2.1(a)
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Agreement and Plan of Merger, dated to be effective as of
September 14, 2006, by and between Park National Corporation
and Vision Bancshares, Inc. (the “Vision Bancshares Merger
Agreement”) (incorporated herein by reference to Annex A to
the Prospectus of Park National Corporation/Proxy Statement of
Vision Bancshares, Inc. dated January 9, 2007, filed on
January 11, 2007 pursuant to Rule 424(b)(3) under the
Securities Act of 1933 (Registration No. 333-139083))*
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2.1(b)
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First Amendment to Agreement and Plan of Merger, dated to be
effective as of February 6, 2007, by and between Park National
Corporation and Vision Bancshares, Inc. (incorporated herein
by reference to Exhibit 2.1(b) to Park National Corporation’s
Annual Report on Form 10-K for the fiscal year ended December
31, 2006 (File No. 1-13006))
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Exhibit No.
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Description
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4.1(a)
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Junior Subordinated Indenture, dated as of December 5, 2005,
between Vision Bancshares, Inc. and Wilmington Trust Company,
as Trustee (incorporated herein by reference to Exhibit 10.16
to Vision Bancshares, Inc.’s Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2005 (File No. 000-50719))
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4.1(b)
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First Supplemental Indenture, dated to be effective as of 6:00
p.m., Eastern Standard Time, on March 9, 2007, among
Wilmington Trust Company, as Trustee; Park National
Corporation; and Vision Bancshares, Inc. (filed herewith)
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4.2(a)
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Amended and Restated Trust Agreement, dated as of December 5,
2005, among Vision Bancshares, Inc., as Depositor; Wilmington
Trust Company, as Property Trustee and as Delaware Trustee;
and the Administrative Trustees named therein, in respect of
Vision Bancshares Trust I (incorporated herein by reference to
Exhibit 10.15 to Vision Bancshares, Inc.’s Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2005 (File
No. 000-50719))
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Note:
Pursuant to the First Supplemental Indenture, dated to
be effective as of 6:00 p.m., Eastern Standard Time, on March
9, 2007, among Wilmington Trust Company, as Trustee; Park
National Corporation; and Vision Bancshares, Inc., Park
National Corporation succeeded to and was substituted for
Vision Bancshares, Inc. as “Depositor”
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4.2(b)
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Notice of Resignation of Administrative Trustees and
Appointment of Successors, dated March 9, 2007, delivered to
Wilmington Trust Company by the Resigning Administrative
Trustees named therein, the Successor Administrative Trustees
named therein and Park National Corporation (filed herewith)
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4.3
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Guarantee Agreement, dated as of December 5, 2005, between
Vision Bancshares, Inc., as Guarantor, and Wilmington Trust
Company, as Guarantee Trustee, in respect of Vision Bancshares
Trust I (incorporated herein by reference to Exhibit 10.17 to
Vision Bancshares, Inc.’s Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2005 (File No. 000-50719))
Note:
Pursuant to the First Supplemental Indenture, dated to
be effective as of 6:00 p.m., Eastern Standard Time, on March
9, 2007, among Wilmington Trust Company, as Trustee; Park
National Corporation; and Vision Bancshares, Inc., Park
National Corporation succeeded to and was substituted for
Vision Bancshares, Inc. as “Guarantor”
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10.1(a)
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Credit Agreement, dated as of March 12, 2007, between JPMorgan
Chase Bank, N.A. and Park National Corporation (filed
herewith)
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Exhibit No.
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Description
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10.1(b)
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Line of Credit Note, dated March 12, 2007, issued by Park
National Corporation to JPMorgan Chase Bank, N.A. or order
(filed herewith)
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10.1(c)
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Employment Agreement for J. Daniel Sizemore, entered into
September 14, 2006, by and among Park National Corporation;
Vision Bank, an Alabama banking corporation; Vision Bank, a
Florida banking corporation; and J. Daniel Sizemore (effective
as of 6:00 p.m., Eastern Standard Time, on March 9, 2007 – the
effective time of the merger of Vision Bancshares, Inc. with
and into Park National Corporation) (incorporated herein by
reference to Exhibit C-1 to Annex A to the Prospectus of Park
National Corporation/Proxy Statement of Vision Bancshares,
Inc. dated January 9, 2007, filed on January 11, 2007 pursuant
to Rule 424(b)(3) under the Securities Act of 1933
(Registration No. 333-139083))
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10.1(d)
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First Amendment to Employment Agreement for J. Daniel
Sizemore, entered into February 6, 2007, by and among Park
National Corporation; Vision Bank, an Alabama banking
corporation; Vision Bank, a Florida banking corporation; and
J. Daniel Sizemore (incorporated herein by reference to
Exhibit 10.17(b) to Park National Corporation’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2006 (File
No. 1-13006))
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10.1(e)
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Salary Continuation Agreement, adopted as of July 14, 2004,
between Vision Bank, an Alabama banking corporation, and J.
Daniel Sizemore (filed herewith)
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10.1(f)
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First Amendment to the Vision Bank Salary Continuation Plan,
adopted as of June 26, 2006, between Vision Bank, an Alabama
banking corporation, and J. Daniel Sizemore (filed herewith)
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10.1(g)
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Salary Continuation Agreement, adopted as of July 14, 2004,
between Vision Bank, FSB (predecessor by merger to Vision
Bank, a Florida banking corporation), and J. Daniel Sizemore
(filed herewith)
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10.1(h)
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First Amendment to the Vision Bank Salary Continuation Plan,
adopted as of June 26, 2006, between Vision Bank, a Florida
banking corporation, and J. Daniel Sizemore (filed herewith)
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99.1
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News Release issued by Park National Corporation and Vision
Bancshares, Inc. on March 9, 2007 announcing the closing of
the merger of Vision Bancshares, Inc. with and into Park
National Corporation
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*
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The forms of employment agreements attached as Exhibits C-6 through C-12 to the
Vision Bancshares Merger Agreement and the Vision Bancshares Disclosure Schedule
referenced in the Vision Bancshares Merger Agreement have been omitted pursuant to Item
601(b)(2) of SEC Regulation S-K. Park National Corporation hereby undertakes to
furnish supplementally a copy of
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the Vision Bancshares Disclosure Schedule and Exhibits
C-6 through C-12 to the Vision Bancshares Merger Agreement upon request by the SEC.
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[Remainder of page intentionally left blank; signature on following page]
11
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.
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PARK NATIONAL CORPORATION
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Dated: March 15, 2007
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By:
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/s/ John W. Kozak
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John W. Kozak
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Chief Financial Officer
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12
INDEX TO EXHIBITS
Current Report on Form 8-K
Dated March 15, 2007
Park National Corporation
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Exhibit No.
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Description
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2.1(a)
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Agreement and Plan of Merger, dated to be effective as of
September 14, 2006, by and between Park National Corporation
and Vision Bancshares, Inc. (the “Vision Bancshares Merger
Agreement”) (incorporated herein by reference to Annex A to
the Prospectus of Park National Corporation/Proxy Statement of
Vision Bancshares, Inc. dated January 9, 2007, filed on
January 11, 2007 pursuant to Rule 424(b)(3) under the
Securities Act of 1933 (Registration No. 333-139083))*
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2.1(b)
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First Amendment to Agreement and Plan of Merger, dated to be
effective as of February 6, 2007, by and between Park National
Corporation and Vision Bancshares, Inc. (incorporated herein
by reference to Exhibit 2.1(b) to Park National Corporation’s
Annual Report on Form 10-K for the fiscal year ended December
31, 2006 (File No. 1-13006))
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4.1(a)
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Junior Subordinated Indenture, dated as of December 5, 2005,
between Vision Bancshares, Inc. and Wilmington Trust Company,
as Trustee (incorporated herein by reference to Exhibit 10.16
to Vision Bancshares, Inc.’s Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2005 (File No. 000-50719))
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4.1(b)
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First Supplemental Indenture, dated to be effective as of 6:00
p.m., Eastern Standard Time, on March 9, 2007, among
Wilmington Trust Company, as Trustee; Park National
Corporation; and Vision Bancshares, Inc. (filed herewith)
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Exhibit No.
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Description
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4.2(a)
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Amended and Restated Trust Agreement, dated as of December 5,
2005, among Vision Bancshares, Inc., as Depositor; Wilmington
Trust Company, as Property Trustee and as Delaware Trustee;
and the Administrative Trustees named therein, in respect of
Vision Bancshares Trust I (incorporated herein by reference to
Exhibit 10.15 to Vision Bancshares, Inc.’s Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2005 (File
No. 000-50719))
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Note:
Pursuant to the First Supplemental Indenture, dated to
be effective as of 6:00 p.m., Eastern Standard Time, on March
9, 2007, among Wilmington Trust Company, as Trustee; Park
National Corporation; and Vision Bancshares, Inc., Park
National Corporation succeeded to and was substituted for
Vision Bancshares, Inc. as “Depositor”
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4.2(b)
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Notice of Resignation of Administrative Trustees and
Appointment of Successors, dated March 9, 2007, delivered to
Wilmington Trust Company by the Resigning Administrative
Trustees named therein, the Successor Administrative Trustees
named therein and Park National Corporation (filed herewith)
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4.3
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Guarantee Agreement, dated as of December 5, 2005, between
Vision Bancshares, Inc., as Guarantor, and Wilmington Trust
Company, as Guarantee Trustee, in respect of Vision Bancshares
Trust I (incorporated herein by reference to Exhibit 10.17 to
Vision Bancshares, Inc.’s Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2005 (File No. 000-50719))
Note:
Pursuant to the First Supplemental Indenture, dated to
be effective as of 6:00 p.m., Eastern Standard Time, on March
9, 2007, among Wilmington Trust Company, as Trustee; Park
National Corporation; and Vision Bancshares, Inc., Park
National Corporation succeeded to and was substituted for
Vision Bancshares, Inc. as “Guarantor”
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10.1(a)
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Credit Agreement, dated as of March 12, 2007, between JPMorgan
Chase Bank, N.A. and Park National Corporation (filed
herewith)
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10.1(b)
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Line of Credit Note, dated March 12, 2007, issued by Park
National Corporation to JPMorgan Chase Bank, N.A. or order
(filed herewith)
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Exhibit No.
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Description
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10.1(c)
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Employment Agreement for J. Daniel Sizemore, entered into
September 14, 2006, by and among Park National Corporation;
Vision Bank, an Alabama banking corporation; Vision Bank, a
Florida banking corporation; and J. Daniel Sizemore (effective
as of 6:00 p.m., Eastern Standard Time, on March 9, 2007 – the
effective time of the merger of Vision Bancshares, Inc. with
and into Park National Corporation) (incorporated herein by
reference to Exhibit C-1 to Annex A to the Prospectus of Park
National Corporation/Proxy Statement of Vision Bancshares,
Inc. dated January 9, 2007, filed on January 11, 2007 pursuant
to Rule 424(b)(3) under the Securities Act of 1933
(Registration No. 333-139083))
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10.1(d)
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First Amendment to Employment Agreement for J. Daniel
Sizemore, entered into February 6, 2007, by and among Park
National Corporation; Vision Bank, an Alabama banking
corporation; Vision Bank, a Florida banking corporation; and
J. Daniel Sizemore (incorporated herein by reference to
Exhibit 10.17(b) to Park National Corporation’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2006 (File
No. 1-13006))
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10.1(e)
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Salary Continuation Agreement, adopted as of July 14, 2004,
between Vision Bank, an Alabama banking corporation, and J.
Daniel Sizemore (filed herewith)
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10.1(f)
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First Amendment to the Vision Bank Salary Continuation Plan,
adopted as of June 26, 2006, between Vision Bank, an Alabama
banking corporation, and J. Daniel Sizemore (filed herewith)
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10.1(g)
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Salary Continuation Agreement, adopted as of July 14, 2004,
between Vision Bank, FSB (predecessor by merger to Vision
Bank, a Florida banking corporation), and J. Daniel Sizemore
(filed herewith)
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10.1(h)
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First Amendment to the Vision Bank Salary Continuation Plan,
adopted as of June 26, 2006, between Vision Bank, a Florida
banking corporation, and J. Daniel Sizemore (filed herewith)
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99.1
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News Release issued by Park National Corporation and Vision
Bancshares, Inc. on March 9, 2007 announcing the closing of
the merger of Vision Bancshares, Inc. with and into Park
National Corporation
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*
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The forms of employment agreements attached as Exhibits C-6 through C-12 to the
Vision Bancshares Merger Agreement and the Vision Bancshares Disclosure Schedule
referenced in the Vision Bancshares Merger Agreement have been omitted pursuant to Item
601(b)(2) of SEC Regulation S-K. Park National Corporation hereby undertakes to
furnish supplementally a copy of the Vision Bancshares Disclosure Schedule and Exhibits
C-6 through C-12 to the Vision Bancshares Merger Agreement upon request by the SEC.
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15
Exhibit 10.1(b)
CHASE [logo]
Line of Credit Note
$40,000,000.00
Date: March 12, 2007
Promise to Pay.
On or before March 12, 2008, for value received, Park National Corporation (the
“Borrower”) promises to pay to JPMorgan Chase Bank, N.A., whose address is 8044 Montgomery Rd.,
Cincinnati, OH 45236 (the “Bank”) or order, in lawful money of the United States of America, the
sum of Forty Million and 00/100 Dollars ($40,000,000.00) or such lesser sum as is indicated on Bank
records, plus interest as provided below.
Definitions.
As used in this Note, the following terms have the following respective meanings:
“Adjusted LIBOR Rate”
means, with respect to a LIBOR Rate Advance for the relevant Interest Period,
the sum of (i) the Applicable Margin plus (ii) the quotient of (a) the LIBOR Rate applicable to
such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal)
applicable to such Interest Period.
“Advance”
means a LIBOR Rate Advance or a Prime Rate Advance and
“Advances”
means all LIBOR Rate
Advances and all Prime Rate Advances under this Note.
“Applicable Margin”
means with respect to any Prime Rate Advance, 0.00% per annum and with respect
to any LIBOR Rate Advance, 0.95% per annum.
“Business Day”
means (i) with respect to any borrowing, payment or rate selection of LIBOR Rate
Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Ohio and/or
New York for the conduct of substantially all of their commercial lending activities and on which
dealings in United States dollars are carried on in the London interbank market and (ii) for all
other purposes, a day other than a Saturday, Sunday or any other day on which national banking
associations are authorized to be closed.
“Interest Period”
means, with respect to a LIBOR Rate Advance, a period of three (3) month(s)
commencing on a Business Day selected by the Borrower pursuant to this Note. Such Interest Period
shall end on the day which corresponds numerically to such date three (3) month(s) thereafter, as
applicable,
provided, however,
that if there is no such numerically corresponding day in such third
succeeding month(s), as applicable, such Interest Period shall end on the last Business Day of such
third succeeding month(s), as applicable. If an Interest Period would otherwise end on a day which
is not a Business Day, such Interest Period shall end on the next succeeding Business Day,
provided, however,
that if said next succeeding Business Day falls in a new calendar month, such
Interest Period shall end on the immediately preceding Business Day.
“LIBOR Rate”
means with respect to any LIBOR Rate Advance for any Interest Period, the interest
rate determined by the Bank by reference to Page 3750 of the Moneyline Telerate
Service (“MTS”) (or on any successor or substitute page of the MTS, or any successor to or
substitute for the MTS, providing rate quotations comparable to those currently provided on Page
3750 of the MTS, as determined by the Bank from time to time for purposes of providing quotations
of interest rates applicable to dollar deposits in the London interbank market) to be the rate at
approximately 11:00 a.m. London time, two Business Days prior to the commencement of the Interest
Period for the offering by the Bank’s London office, of dollar deposits in an amount comparable to
such LIBOR Rate Advance with a maturity equal to such Interest Period. If no LIBOR Rate is
available to the Bank, the applicable LIBOR Rate for the relevant Interest Period shall instead be
the rate determined by the Bank to be the rate at which the Bank offers to place deposits in U.S.
dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period, in the approximate amount
of the principal amount outstanding on such date and having a maturity equal to such Interest
Period.
“LIBOR Rate Advance”
means any borrowing under this Note when and to the extent that its interest
rate is determined by reference to the Adjusted LIBOR Rate.
“Prime Rate”
means the rate of interest per annum announced from time to time by the Bank as its
prime rate. The Prime Rate is a variable rate and each change in the Prime Rate is effective from
and including the date the change is announced as being effective. THE PRIME RATE IS A REFERENCE
RATE AND MAY NOT BE THE BANK’S LOWEST RATE.
“Prime Rate Advance”
means any Advance under this Note when and to the extent that its interest
rate is determined by reference to the Prime Rate.
“Principal Payment Date”
is defined in the paragraph entitled “Principal Payments” below.
“Regulation D”
means Regulation D of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor thereto or other regulation or official interpretation of
said Board of Governors relating to reserve requirements applicable to member banks of the Federal
Reserve System.
“Reserve Requirement”
means, with respect to an Interest Period, the maximum aggregate reserve
requirement (including all basic, supplemental, marginal and other reserves) which is imposed under
Regulation D.
Interest Rates.
The Advance(s) evidenced by this Note may be drawn down and remain outstanding as
up to five (5) LIBOR Rate Advances and/or a Prime Rate Advance. The Borrower shall pay interest to
the Bank on the outstanding and unpaid principal amount of each Prime Rate Advance at the Prime
Rate plus the Applicable Margin and each LIBOR Rate Advance at the Adjusted LIBOR Rate. Interest
shall be calculated on the basis of the actual number of days elapsed in a year of 360 days. In no
event shall the interest rate applicable to any Advance exceed the maximum rate allowed by law.
Any interest payment which would for any reason be deemed unlawful under applicable law shall be
applied to principal.
Bank Records.
The Bank shall, in the ordinary course of business, make notations in its records of
the date, amount, interest rate and Interest Period of each Advance hereunder, the amount of
each payment on the Advances, and other information. Such records shall, in the absence of
manifest error, be conclusive as to the outstanding principal balance of and interest rate or rates
applicable to this Note.
Notice and Manner of Electing Interest Rates on Advances.
The Borrower shall give the Bank written
notice (effective upon receipt) of the Borrower’s intent to draw down an Advance under this Note no
later than 2:00 p.m. Eastern time, on the date of disbursement, if the full amount of the drawn
Advance is to be disbursed as a Prime Rate Advance and no later than 11:00 a.m. Eastern time three
(3) Business Days before disbursement, if any part of such Advance is to be disbursed as a LIBOR
Rate Advance. The Borrower’s notice must specify: (a) the disbursement date, (b) the amount of
each Advance, (c) the type of each Advance (Prime Rate Advance or LIBOR Rate Advance), and (d) for
each LIBOR Rate Advance, the duration of the applicable Interest Period;
provided, however,
that
the Borrower may not elect an Interest Period ending after the maturity date of this Note. Each
LIBOR Rate Advance shall be in a minimum amount of One Hundred Thousand and 00/100 Dollars
($100,000.00). All notices under this paragraph are irrevocable. By the Bank’s close of business
on the disbursement date and upon fulfillment of the conditions set forth herein and in any other
of the Related Documents, the Bank shall disburse the requested Advances in immediately available
funds by crediting the amount of such Advances to the Borrower’s account with the Bank.
Conversion and Renewals.
The Borrower may elect from time to time to convert one type of Advance
into another or to renew any Advance by giving the Bank written notice no later than 2:00 p.m.
Eastern time, on the date of the conversion into or renewal of a Prime Rate Advance and 11:00 a.m.
Eastern time three (3) Business Days before conversion into or renewal of a LIBOR Rate Advance,
specifying: (a) the renewal or conversion date, (b) the amount of the Advance to be converted or
renewed, (c) in the case of conversion, the type of Advance to be converted into (Prime Rate
Advance or LIBOR Rate Advance), and (d) in the case of renewals of or conversion into a LIBOR Rate
Advance, the applicable Interest Period, provided that (i) the minimum principal amount of each
LIBOR Rate Advance outstanding after a renewal or conversion shall be One Hundred Thousand and
00/100 Dollars ($100,000.00); (ii) a LIBOR Rate Advance can only be converted on the last day of
the Interest Period for the Advance; and (iii) the Borrower may not elect an Interest Period ending
after the maturity date of this Note. All notices given under this paragraph are irrevocable. If
the Borrower fails to give the Bank the notice specified above for the renewal or conversion of a
LIBOR Rate Advance by 11:00 a.m. Eastern time three (3) Business Days before the end of the
Interest Period for that Advance, the Advance shall automatically be converted to a Prime Rate
Advance on the last day of the Interest Period for the Advance.
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Interest Payments.
Interest on the Advances shall be paid as follows:
A. For each Prime Rate Advance, on the 12th day of each quarter beginning with the first quarter
following disbursement of the Advance or following conversion of an Advance into a Prime Rate
Advance, and at the maturity or conversion of the Advance into a LIBOR Rate Advance;
B. For each LIBOR Rate Advance, on the last day of the Interest Period for the Advance and, if the
Interest Period is longer than three months, at three-month intervals beginning with the day three
months from the date the Advance is disbursed.
Principal Payments.
All outstanding principal and interest is due and payable in full on March 12,
2008, which is defined herein as the “Principal Payment Date”.
Default Rate of Interest.
After a default has occurred under this Note, whether or not the Bank
elects to accelerate the maturity of this Note because of such default, all Advances outstanding
under this Note, including all LIBOR Rate Advances, shall bear interest at a per annum rate equal
to the Prime Rate, plus the Applicable Margin for a Prime Rate Advance, plus three percent (3.00%)
from the date the Bank elects to impose such rate. Imposition of this rate shall not affect any
limitations contained in this Note on the Borrower’s right to repay principal on any LIBOR Rate
Advance before the expiration of the Interest Period for that Advance.
Prepayment.
The Borrower may prepay all or any part of any Prime Rate Advance at any time without
premium or penalty. The Borrower may prepay any LIBOR Rate Advance only at the end of an Interest
Period.
Funding Loss Indemnification.
Upon the Bank’s request, the Borrower shall pay the Bank amounts
sufficient (in the Bank’s reasonable opinion) to compensate it for any loss, cost, or expense
incurred as a result of:
A. Any payment of a LIBOR Rate Advance on a date other than the last day of the Interest Period for
the Advance, including, without limitation, acceleration of the Advances by the Bank pursuant to
this Note or the Related Documents; or
B. Any failure by the Borrower to borrow or renew a LIBOR Rate Advance on the date specified in the
relevant notice from the Borrower to the Bank.
Additional Costs.
If any applicable domestic or foreign law, treaty, government rule or regulation
now or later in effect (whether or not it now applies to the Bank) or the interpretation or
administration thereof by a governmental authority charged with such interpretation or
administration, or compliance by the Bank with any guideline, request or directive of such an
authority (whether or not having the force of law), shall (a) affect the basis of taxation of
payments to the Bank of any amounts payable by the Borrower under this Note or the Related
Documents (other than taxes imposed on the overall net income of the Bank by the jurisdiction or by
any political subdivision or taxing authority of the jurisdiction in which the Bank has its
principal office), or (b) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by the Bank,
or (c) impose any other condition with respect to this Note or the Related Documents and the result
of any of the foregoing is to increase the cost to the Bank of maintaining any LIBOR Rate Advance
or to reduce the amount of any sum receivable by the Bank on such an Advance, or (d) affect the
amount of capital required or expected to be maintained by the Bank (or any corporation controlling
the Bank) and the Bank reasonably determines that the amount of such capital is increased by or
based upon the existence of the Bank’s obligations under this Note or the Related Documents and the
increase has the effect of reducing the rate of return on the
Bank’s (or its controlling corporation’s) capital as a consequence of the obligations under this
Note or the Related Documents to a level below that which the Bank (or its controlling corporation)
could have achieved but for such circumstances (taking into consideration its policies with respect
to capital adequacy) by an amount deemed by the Bank to be material, then the Borrower shall pay to
the Bank, from time to time, upon request by the Bank, additional amounts sufficient to compensate
the Bank for the increased cost or reduced sum receivable. Whenever the Bank shall learn of
circumstances described in this section which are likely to result in additional costs to the
Borrower, the Bank shall give prompt written notice to the Borrower of the basis for and the
estimated amount of any such anticipated additional costs. A statement as to the amount of the
increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by the
Bank and submitted by the Bank to the Borrower, shall be conclusive and binding for all purposes
absent manifest error in computation.
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Illegality.
If any applicable domestic or foreign law, treaty, rule or regulation now or later in
effect (whether or not it now applies to the Bank) or the interpretation or administration thereof
by a governmental authority charged with such interpretation or administration, or compliance by
the Bank with any guideline, request or directive of such an authority (whether or not having the
force of law), shall make it unlawful or impossible for the Bank to maintain or fund the LIBOR Rate
Advances, then, upon notice to the Borrower by the Bank, the outstanding principal amount of the
LIBOR Rate Advances, together with accrued interest and any other amounts payable to the Bank under
this Note or the Related Documents on account of the LIBOR Rate Advances shall be repaid (a)
immediately upon the Bank’s demand if such change or compliance with such requests, in the Bank’s
judgment, requires immediate repayment, or (b) at the expiration of the last Interest Period to
expire before the effective date of any such change or request provided, however, that subject to
the terms and conditions of this Note and the Related Documents the Borrower shall be entitled to
simultaneously replace the entire outstanding balance of any LIBOR Rate Advance repaid in
accordance with this section with a Prime Rate Advance in the same amount.
Inability to Determine Interest Rate.
If the Bank determines that (a) quotations of interest rates
for the relevant deposits referred to in the definition of Adjusted LIBOR Rate are not being
provided in the relevant amounts or for the relevant maturities for purposes of determining the
interest rate on a LIBOR Rate Advance as provided in this Note, or (b) the relevant interest rates
referred to in the definition of Adjusted LIBOR Rate do not accurately cover the cost to the Bank
of making or maintaining LIBOR Rate Advances, then the Bank shall forthwith give notice of such
circumstances to the Borrower, whereupon (i) the obligation of the Bank to make LIBOR Rate Advances
shall be suspended until the Bank notifies the Borrower that the circumstances giving rise to the
suspension no longer exists, and (ii) the Borrower shall repay in full the then outstanding
principal amount of each LIBOR Rate Advance, together with accrued interest, on the last day of the
then current Interest Period applicable to the Advance, provided, however, that, subject to the
terms and conditions of this Note and the Related Documents, the Borrower shall be entitled to
simultaneously replace the entire outstanding balance of any LIBOR Rate Advance repaid in
accordance with this section with a Prime Rate Advance in the same amount.
Obligations Due on Non-Business Day.
Whenever any payment under this Note becomes due and payable
on a day that is not a Business Day, if no default then exists under this Note, the maturity of the
payment shall be extended to the next succeeding Business Day, except, in the
case of a LIBOR Rate Advance, if the result of the extension would be to extend the payment into
another calendar month, the payment must be made on the immediately preceding Business Day.
Matters Regarding Payment.
The Borrower will pay the Bank at the Bank’s address shown above or at
such other place as the Bank may designate. Payments shall be allocated among principal, interest
and fees at the discretion of the Bank unless otherwise agreed or required by applicable law.
Acceptance by the Bank of any payment which is less than the payment due at the time shall not
constitute a waiver of the Bank’s right to receive payment in full at that time or any other time.
Authorization for Direct Payments (ACH Debits).
To effectuate any payment due under this Note, the
Borrower hereby authorizes the Bank to initiate debit entries to Account Number
___ at the Bank and to debit the same to such account. This authorization to
initiate debit entries shall remain in full force and effect until the Bank has received written
notification of its termination in such time and in such manner as to afford the Bank a reasonable
opportunity to act on it. The Borrower represents that the Borrower is and will be the owner of
all funds in such account. The Borrower acknowledges (1) that such debit entries may cause an
overdraft of such account which may result in the Bank’s refusal to honor items drawn on such
account until adequate deposits are made to such account; (2) that the Bank is under no duty or
obligation to initiate any debit entry for any purpose; and (3) that if a debit is not made because
the above-referenced account does not have a sufficient available balance, or otherwise, the
payment may be late or past due.
Credit Facility.
The Bank has approved a credit facility to the Borrower in a principal amount not
to exceed the face amount of this Note. The credit facility is in the form of advances made from
time to time by the Bank to the Borrower. This Note evidences the Borrower’s obligation to repay
those advances. The aggregate principal amount of debt evidenced by this Note is the amount
reflected from time to time in the records of the Bank. Until the earliest of maturity, the
occurrence of any default, or the occurrence of any event that would constitute a default but for
the giving of notice or the lapse of time or both until the end of any grace or cure period, the
Borrower may borrow, pay down and reborrow under this Note subject to the terms of the Related
Documents.
Miscellaneous.
This Note binds the Borrower and its successors, and benefits the Bank, its
successors and assigns. Any reference to the Bank includes any holder of this Note. This Note is
issued pursuant and entitled to the benefits of that certain Credit Agreement by and between the
Borrower and the Bank, dated March 12, 2007, and all replacements thereof (the “Credit Agreement”)
to which reference is hereby made for a more complete statement of the terms and conditions under
which the loan
4
evidenced hereby is made and is to be repaid. The terms and provisions of the
Credit Agreement are hereby incorporated and made a part hereof by this reference thereto with the
same force and effect as if set forth at length herein. No reference to the Credit Agreement and
no provisions of this Note or the Credit Agreement shall alter or impair the absolute and
unconditional obligation of the Borrower to pay the principal and interest on this Note as herein
prescribed. Capitalized terms not otherwise defined herein shall have the meanings assigned to
such terms in the Credit Agreement.
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Borrower:
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Address:
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50 N. 3rd Street
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Park National Corporation
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Newark, OH 43055-5523
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By:
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/s/ John W. Kozak
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John W. Kozak Chief Financial Officer
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Printed Name Title
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Date Signed:
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March 12, 2007
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5
Exhibit 99.1
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News Release
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March 9, 2007
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FOR IMMEDIATE RELEASE
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Park National Corporation and Vision Bancshares, Inc.
Complete Merger Transaction
NEWARK, Ohio
— Park National Corporation (AMEX: PRK) (Park) and Vision Bancshares, Inc.
(Vision) today completed the merger transaction contemplated by their agreement and plan of merger,
which was signed and announced on September 14, 2006. Vision merged with and into Park, effective
today. Vision’s two community bank subsidiaries — Vision Bank of Gulf Shores, Alabama and Vision
Bank of Panama City, Florida — became subsidiaries of Park in connection with the merger and will
continue to operate under the Vision Bank name.
Both Vision Banks will retain their board of directors, local leadership team and associates. The
Vision Banks utilize a community bank model emphasizing local identity, leadership and autonomy,
which is consistent with how Park’s other 12 community banks operate.
“Affiliating with a high-performing company like Park allows us to expand our commercial banking
services and to reach more customers than ever before,” said J. Daniel Sizemore, chairman and chief
executive officer of both Vision Banks. “This means enhanced services and extra conveniences for
our customers. We’re also thrilled to be able to offer trust services to our customers for the
first time in our history.” Sizemore will continue as chairman and chief executive officer of both
Vision Banks and will join Park’s board of directors.
Vision, with 15 commercial banking offices stretching along the Gulf Coast from Mobile Bay, Ala. to
east of Panama City, Fla., was established in 2000. Vision has approximately 180 associates who
provide full service community banking. Vision had $691 million in total assets at December 31,
2006.
C. Daniel DeLawder, Park’s chairman and chief executive officer, said, “We enthusiastically welcome
the associates of the Vision Banks to the Park family of community banks. Joining together
organizations with remarkably similar cultures and beliefs is a proven recipe for success, and we
are excited about our combined future. The Vision Banks have very clear opportunities to
significantly grow in the future.”
Park, based in Newark, Ohio, reported $5.5 billion in total assets at December 31, 2006. Park is a
collection of 12 community banks and two specialty finance companies, operating 138 offices in Ohio
and one office in northern Kentucky. The two Vision Banks are the first banks based outside of Ohio
to join the Park organization.
“Park and Vision associates alike have worked very hard to bring this merger about, for which we
are grateful,” DeLawder said. “We congratulate all who have contributed their efforts to this, and
we look forward to a future that now includes the Vision Banks that operate in a far more robust
area of the country than what we have experienced in the past several years.”
At the time of the merger, Vision had 6,410,049 shares of common stock outstanding. Under the
agreement and plan of merger, Vision’s shareholders have the option of receiving cash or Park
common shares for their Vision shares (or any combination thereof), subject to the allocation and
election procedures in the agreement and plan of merger. Park will allocate their requests so that
50 percent of the total Vision shares outstanding at the time of the merger will be exchanged for
cash at the rate of $25 per share and the other 50 percent of the Vision shares will be exchanged
for Park common shares at the exchange rate of 0.2475 Park common shares for each Vision share.
Park expects to pay the Vision shareholders approximately $80.1 million and 793,200 Park common
shares.
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Park National Corporation
50 North Third Street, Newark, Ohio 43055
www.parknationalcorp.com
The Vision stock options outstanding at the time of the merger totaled 467,784 with a weighted
average exercise price per share of approximately $8.57. Each outstanding Vision stock option will
be cancelled and converted into the right to receive an amount of cash equal to the product of (1)
(a) $25.00 minus (b) the exercise price of the stock option, multiplied by (2) the number of Vision
shares of common stock subject to the unexercised portion of the stock option. Park estimates that
$7.7 million will be paid to the holders of the outstanding Vision stock options.
About Park National Corporation
Headquartered in Newark, Park, prior to the merger with Vision, consisted of 12 community banking
divisions and two specialty finance companies, all based in Ohio. Park operates 138 offices across
29 Ohio counties and one Kentucky county through the following organizations: The Park National
Bank, The Park National Bank of Southwest Ohio & Northern Kentucky Division, Fairfield National
Division, The Richland Trust Company, Century National Bank, The First-Knox National Bank of Mount
Vernon, 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 (Scope Leasing, Inc.), and Guardian Financial Services Company. For more
information, visit www.parknationalcorp.com.
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MEDIA CONTACTS:
C. Daniel DeLawder, Park Chairman and CEO, 740.349.3746 or ddelawder@parknationalbank.com
J. Daniel Sizemore, Vision Chairman and CEO, 251.978.7877 or dannysizemore@visionbankal.com
Ellie Hempleman, Park National Bank Marketing Specialist, 740.349.5493 or ehempleman@parknationalbank.com
Park National Corporation
50 North Third Street, Newark, Ohio 43055
www.parknationalcorp.com
