Unassociated Document
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) February 15, 2011
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
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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50
North Third Street, P.O. Box 3500, Newark, Ohio
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43058-3500
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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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o
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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))
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Item 7.01 — Regulation
FD Disclosure
On
January 24, 2011, Park National Corporation (“Park”) filed a Current Report on
Form 8-K (the “January 24, 2011 Form 8-K”) announcing financial results for the
three months and year ended December 31, 2010 and furnishing other financial
disclosures for purposes of Regulation FD. Please refer to “Item 7.01 –
Regulation FD Disclosure” of the January 24, 2011 Form 8-K for the additional
financial disclosures furnished.
During
February 2011, Park sold approximately $105 million of 15 year U.S. Government
Agency mortgage-backed securities and recognized a pre-tax gain of approximately
$6.6 million. These securities had a weighted average book yield to
Park of 5.02% and a remaining maturity of 2.3 years. These securities
were sold at an average price of 106.2% of the principal balance, with an
estimated yield to the buyer of 2.10%. In the January 24, 2011 Form
8-K, management stated that they did not then currently expect any gains or
losses from the sale of investment securities during 2011, although there was a
net unrealized gain of $23.3 million in available for sale securities as of
December 31, 2010. The combination of the opportunity for an efficient sale of
securities, combined with favorable pricing of 106.2%, led to management’s
decision to sell these securities. The proceeds from the sale of
these securities are being reinvested at a yield of approximately 3.60% in 15
year U.S. Government Agency mortgage-backed securities with an average life of
around 5 years.
The
following is a discussion of the actual financial results for January 2011 and a
reiteration of the projections for the fiscal year ending December 31, 2011,
made by management in the January 24, 2011 Form 8-K.
Net Interest
Income:
For the
first month of 2011, net interest income was $23.7 million compared to $23.1
million for the same period in 2010. In the January 24, 2011 Form
8-K, management projected that net interest income for the year ending December
31, 2011 would be between $268 million and $278 million. This
projection remains unchanged as of the date of this Current Report on Form
8-K.
Net Loan Charge-Offs and
Provision for Loan Losses:
For the
first month of 2011, net loan charge-offs for Park were approximately $1.0
million compared to $1.1 million of net loan charge-offs for the same period in
2010. In the January 24, 2011 Form 8-K, management projected that the
provision for loan losses for the year ending December 31, 2011 would be
approximately $47 million to $57 million. This projection remains
unchanged as of the date of this Current Report on Form 8-K.
Other
Income:
For the
first month of 2011, total other income was $5.9 million compared to $6.0
million for the same period in 2010. In the January 24, 2011 Form
8-K, management projected that total other income for the year ending December
31, 2011 would be within a range of $63 million to $67 million, excluding any
gains on the sale of securities. This projection remains unchanged as
of the date of this Current Report on Form 8-K.
Gain on Sale of
Securities:
As stated
above in this Current Report on Form 8-K, Park recognized a gain on the sale of
investment securities of $6.6 million during February 2011. In
the January 24, 2011 Form 8-K, management projected that there would not be any
securities gains during 2011.
Other
Expense:
Total
other expense was $15.2 million for the first month of 2011 compared to $15.9
million for the same period in 2010. In the January 24, 2011 Form
8-K, management projected that total other expense would be approximately $183
million to $187 million for 2011. This projection remains unchanged
as of the date of this Current Report on Form 8-K.
SAFE HARBOR STATEMENT
UNDER THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This
Current Report on Form 8-K contains forward-looking statements that are provided
to assist in the understanding of anticipated future financial performance.
Forward-looking statements provide current expectations or forecasts of future
events and are not guarantees of future performance. The forward-looking
statements are based on management’s expectations and are subject to a number of
risks and uncertainties. We have tried, wherever possible, to identify such
statements by using words such as “anticipate,” “estimate,” “project,” “intend,”
“plan,” “believe,” “will” and similar expressions in connection with any
discussion of future operating or financial performance. Although management
believes that the expectations reflected in such forward-looking statements are
reasonable, actual results may differ materially from those expressed or implied
in such statements. Risks and uncertainties that could cause actual results to
differ materially include, without limitation: Park’s ability to execute its
business plan successfully and within the expected timeframe; deterioration in
the asset value of our loan portfolio may be worse than expected due to a number
of factors, such as adverse changes in economic conditions that impair the
ability of borrowers to repay their loans, the underlying collateral could prove
less valuable than assumed and cash flows may be worse than expected; changes in
general economic and financial market conditions, and weakening in the economy,
specifically the real estate market and credit markets, either nationally or in
the states in which Park and its subsidiaries do business, may be worse than
expected which could decrease the demand for loan, deposit and other financial
services and increase loan delinquencies and defaults; the effects of the Gulf
of Mexico oil spill; changes in interest rates and prices may adversely impact
the value of securities, loans, deposits and other financial instruments and the
interest rate sensitivity of our consolidated balance sheet; changes in consumer
spending, borrowing and saving habits; our liquidity requirements could be
adversely affected by changes in our assets and liabilities; competitive factors
among financial institutions may increase significantly, including product and
pricing pressures and Park’s ability to attract, develop and retain qualified
bank professionals; the nature, timing and effect of changes in banking
regulations or other regulatory or legislative requirements affecting the
respective businesses of Park and its subsidiaries, including changes in laws
and regulations concerning taxes, accounting, banking, securities and other
aspects of the financial services industry, specifically the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010; the effect of fiscal and
governmental policies of the United States federal government; and other
risk factors relating to the banking industry as detailed from time to time in
Park’s reports filed with the Securities and Exchange Commission including those
described in “Item 1A. Risk Factors” of Part I of Park’s Annual Report on Form
10-K for the fiscal year ended December 31, 2009 and in "Item 1A. Risk Factors"
of Part II of Park's Quarterly Report on Form 10-Q for the quarterly periods
ended March 31, 2010, June 30, 2010, and September 30, 2010. Undue
reliance should not be placed on the forward-looking statements, which speak
only as of the date of this Current Report on Form 8-K. Park does not undertake,
and specifically disclaims any obligation, to publicly release the result of any
revisions that may be made to update any forward-looking statement to reflect
the events or circumstances after the date on which the forward-looking
statement is made, or reflect the occurrence of unanticipated events, except to
the extent required by law.
[Remainder
of page intentionally left blank;
signature
on following page.]
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 CORP. |
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Date:
February 15, 2011
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By:
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/s/ John
W. Kozak |
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Name:
John W. Kozak |
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Title:
Chief Financial Officer |
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