8-K 1 prk2019-02x138xk.htm 8-K
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 13, 2019

Park National Corporation
(Exact name of registrant as specified in its charter)

Ohio | 1-13006 | 31-1179518
(State or other jurisdiction | (Commission | (IRS Employer
of incorporation) | File Number) | Identification No.)

50 North Third Street, P.O. Box 3500, Newark, Ohio | 43058-3500
(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:

| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01 - Regulation FD Disclosure
Brady T. Burt, Chief Financial Officer, Secretary and Treasurer of Park National Corporation ("Park" or the "Company") and C. Daniel DeLawder, Chairman of the Board, will meet with investors on February 14, 2019 with Keefe, Bruyette & Woods at their Winter Financial Services Symposium. The slides for the meeting are furnished in this Current Report on Form 8-K, pursuant to this Item 7.01, as Exhibit 99.1, and are incorporated herein by reference. The slides are also available in the “Investor Presentations” section of Park's web site at www.parknationalcorp.com.
Without limiting the generality of the foregoing, the text of the slide entitled “Safe Harbor Statement” is incorporated by reference into this Item 7.01.
No part of this Current Report on Form 8-K shall be deemed incorporated by reference into any registration statement filed by Park under the Securities Act of 1933.
Item 9.01 - Financial Statements and Exhibits.

(a) | Not applicable

(b) | Not applicable

(c) | Not applicable

(d) | Exhibits. The following exhibit is furnished with this Current Report on Form 8-K:

Exhibit No. Description
99.1 Slide presentation for Park National Corporation on February 14, 2019, as part of meetings with investors (furnished pursuant to Item 7.01 hereof).
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signature page follows.]

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: February 13, 2019 | By: | /s/ Brady T. Burt
|  | Brady T. Burt Chief Financial Officer, Secretary and Treasurer