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): August 3, 2004
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 (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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.)
Item 5. Other Events and Regulation FD Disclosure
On August 3, 2004, Park National Corporation ("Park") and First Federal
Bancorp, Inc.("First Federal") jointly issued a news release announcing the
signing of a definitive agreement and plan of merger. This merger agreement will
result in the acquisition of First Federal by Park through the merger of a
newly-formed subsidiary of Park with and into First Federal in an all cash
transaction, immediately followed by the merger of the surviving corporation
into Park. The merger transactions are anticipated to be completed in the fourth
quarter of 2004, and require the approval of appropriate regulatory authorities
and of the shareholders of First Federal. Under the terms of the merger
agreement, shareholders of First Federal will receive cash in the amount of
$13.25 per share for each common share of First Federal outstanding immediately
prior to the closing. Each outstanding option granted under a First Federal
stock option plan will be cancelled and extinguished and converted into the
right to receive an amount of cash equal to the product of (1)(a) $13.25 minus
(b) the exercise price of the option, multiplied by (2) the number of First
Federal common shares subject to the unexercised portion of the option. As of
August 3, 2004, First Federal had 3,286,221 common shares outstanding and
options covering an aggregate of 335,925 common shares with a weighted average
exercise price of $6.12 per share.
Following completion of the merger transactions described above, First
Federal Savings Bank of Eastern Ohio, which is currently a subsidiary of First
Federal, will merge into Century National Bank, a subsidiary of Park.
Please see Exhibits 99.1 and 99.2 for the press releases announcing the
signing of the merger agreement, which Exhibits are incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
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(c) Exhibits
Exhibit No. Description
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99.1 News Release issued jointly by Park National Corporation and
First Federal Bancorp, Inc. on August 3, 2004
99.2 News Release issued jointly by Century National Bank and
First Federal Savings Bank of Eastern Ohio on August 3, 2004
[Remainder of page intentionally left blank;
signature on following page.]
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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: August 3, 2004 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 August 3, 2004
Park National Corporation
Exhibit No. Description
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99.1 News Release issued jointly by Park National Corporation and
First Federal Bancorp, Inc. on August 3, 2004
99.2 News Release issued jointly by Century National Bank and
First Federal Savings Bank of Eastern Ohio on August 3, 2004
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