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UNDER
THE SECURITIES ACT OF 1933
OHIO | 6021 | 31-1179518 | ||
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer Identification | ||
incorporation or organization) | Classification Code Number) | Number) |
Newark, Ohio 43055
(740) 349-8451
President and Secretary
Park National Corporation
50 North Third Street
Newark, Ohio 43055
(740) 349-8451
Elizabeth Turrell Farrar, Esq. Vorys, Sater, Seymour and Pease LLP 52 East Gay Street Columbus, Ohio 43215 (614) 464-5607 | Neil Ganulin, Esq. Frost Brown Todd LLC 2200 PNC Center 201 East Fifth Street Cincinnati, Ohio 45202 (513) 651-6882 |
Title of each class of | Amount to be | Proposed maximum | Proposed maximum | Amount of | ||||||||||||||||||
securities to be registered | registered | offering price per unit | aggregate offering price (1) | registration fee (2) | ||||||||||||||||||
Common shares, without par value | 86,137 | N.A. | $ | 8,642,987 | $ | 925 | ||||||||||||||||
(1) | Pursuant to Rule 457(f) under the Securities Act of 1933, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to (a) $100.34, the average of the high and low prices of the Registrant’s common shares, as reported on the American Stock Exchange on October 12, 2006, multiplied by (b) the 86,137 common shares of the Registrant to be issued in the merger transaction. The proposed maximum aggregate offering price was calculated using this method because the amount of cash estimated to be paid by the Registrant in the merger transaction exceeds the aggregate book value of the common shares of Anderson Bank Company to be exchanged in the merger transaction. As a result, the application of Rules 457(f)(2) and 457(f)(3) would result in a negative proposed maximum aggregate offering price. | |
(2) | The registration fee of $925 for the securities registered hereby has been calculated pursuant to Rule 457(f) under the Securities Act of 1933, as the proposed maximum aggregate offering price of $8,642,987 multiplied by .000107. | |
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The information in this prospectus/proxy statement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus/proxy statement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Cincinnati, Ohio 45230
(513) 232-9599
To Be Held on , 2006
By Order of the Board of Directors, | ||
Cincinnati, Ohio | James R. Gudmens | |
, 2006 | President and Chief Executive Officer |
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PARK NATIONAL CORPORATION | ANDERSON BANK COMPANY | |
PROSPECTUS | PROXY STATEMENT | |
for the issuance of up to | for the Special Meeting of Shareholders | |
86,137 common shares of | to be held on , 2006 | |
Park National Corporation | at .m., Eastern Time | |
Anderson Bank Company
1075 Nimitzview Drive
Cincinnati, Ohio 45230
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50 North Third Street
Newark, Ohio 43055
Attention: John W. Kozak
(740) 349-8451
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EX-99.1 |
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Annexes: | ||||
Annex A Amended and Restated Agreement and Plan of Merger | ||||
Annex B Fairness Opinion of Professional Bank Services, Inc. | ||||
Annex C Dissenters’ Rights under Sections 1115.19 and 1701.85 of the Ohio Revised Code |
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A: | Anderson believes the merger with PNB will enhance shareholder value. Park and PNB believe the merger will benefit Park shareholders because the merger will enable PNB to expand its presence in the markets currently served by Anderson, strengthen the competitive position of the combined organization and generate cost savings and enhance other opportunities for Park and PNB. | |
Q: | What will Anderson shareholders receive in the merger? | |
A: | Subject to adjustment for cash paid in lieu of fractional shares in accordance with the terms of the merger agreement, the shareholders of Anderson will receive aggregate consideration consisting of (i) 86,137 Park common shares and (ii) $9,054,343lessthe sum of the exercise prices of all Anderson common shares subject to outstanding Anderson stock options which have not been exercised in full prior to the deadline set forth in the merger agreement. We anticipate that all outstanding Anderson stock options will be exercised in full prior to the deadline, in which case the aggregate cash consideration to be received by Anderson shareholders in the merger would be $9,054,343 (subject to adjustment for cash paid in lieu of fractional shares). The exact number of Park common shares and exact amount of cash to be received in exchange for each Anderson common share will be calculated using formulas set forth in the merger agreement and described in this prospectus/proxy statement. See “The Merger Agreement — Conversion of Anderson common shares” beginning on page[·]of this prospectus/proxy statement. | |
Q: | Can I elect the type of consideration that I will receive in the merger? | |
A: | Yes. You will have an opportunity to elect to receive all cash, all Park common shares, or a combination of cash and Park common shares in exchange for your Anderson common shares. | |
Q: | Will I receive the form of consideration I elect to receive? | |
A: | Not necessarily. Your election will be subject to the allocation procedures described in this prospectus/proxy statement to ensure that, subject to adjustment for cash paid in lieu of fractional shares, the aggregate consideration received by Anderson shareholders in the merger consists of (i) 86,137 Park common shares and (ii) $9,054,343lessthe sum of the exercise prices of all Anderson common shares subject to outstanding Anderson stock options which have not been exercised in full prior to the deadline set forth in the merger agreement. If the elections by Anderson shareholders do not result in the required amounts of cash and stock consideration, then the form of consideration you receive may be different than what you elect. | |
Q: | When and where will the special meeting take place? | |
A: | The special meeting of shareholders of Anderson will be held at _____ ___.m., Eastern Time, on , 2006, at the main office of Anderson, 1075 Nimitzview Drive, Cincinnati, Ohio 45230. | |
Q: | What matters will be considered at the special meeting? | |
A: | Anderson shareholders will be asked to vote to adopt the merger agreement and approve the merger with PNB, to approve the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement and approve the merger, and to vote on any other business which properly comes before the special meeting. The Anderson Board of Directors is unaware of any other business to be transacted at the special meeting. |
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Q: | What do I need to do now? | |
A: | After reviewing this prospectus/proxy statement, please sign and date the enclosed proxy card and return it in the enclosed postage-paid envelope as soon as possible. By submitting your proxy card, you authorize the individuals named in the proxy card to represent you and vote your Anderson common shares at the special meeting in accordance with your instructions.Your vote is very important. Whether or not you plan to attend the special meeting, please sign, date and return your proxy card in the enclosed postage-paid envelope. | |
Q: | When should I send in my stock certificates? | |
A. | Please do not send in your stock certificates with your proxy card. Shortly after you receive this prospectus/proxy statement, Park’s exchange agent will mail to you an Election Form/Letter of Transmittal that you should use to (i) elect the form of merger consideration that you wish to receive and (ii) surrender your Anderson common share certificates to the exchange agent. You should not surrender your Anderson common share certificates for exchange until you receive the Election Form/Letter of Transmittal from the exchange agent. The First-Knox National Bank of Mount Vernon, a subsidiary of Park, will serve as the exchange agent for the transaction. For additional information, see “The Merger Agreement — Surrender of certificates” beginning on page[·]of this prospectus/proxy statement. | |
Q: | Is my vote needed to approve the merger? | |
A: | The affirmative vote of the holders of a majority of the Anderson common shares outstanding and entitled to vote at the Anderson special meeting is required to adopt the merger agreement and approve the merger. The special meeting may be adjourned, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to adopt the merger agreement and approve the merger. The affirmative vote of the holders of a majority of the Anderson common shares represented, in person or proxy, at the special meeting is required to adjourn the special meeting. Your failure to vote, in person or by proxy, at the special meeting or your abstention will have the same effect as if you voted “Against” the adoption of the merger agreement and approval of the merger. | |
Q: | How will my Anderson common shares be voted if I return a blank proxy card? | |
If you sign, date and return your proxy card and do not indicate how you want your Anderson common shares to be voted, your Anderson common shares will be voted“FOR”the adoption of the merger agreement and approval of the merger and“FOR”the approval of the adjournment of the special meeting to solicit additional proxies. | ||
Q: | Can I change my vote after I have mailed my signed proxy card? | |
A: | Yes. You may revoke your proxy at any time before a vote is taken at the special meeting by: |
• | filing a written notice of revocation with the Secretary of Anderson, at 1075 Nimitzview Drive, Cincinnati, Ohio 45230; | ||
• | executing and returning another proxy card with a later date; or | ||
• | attending the special meeting and giving notice of revocation in person. |
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Q: | If I do not favor the merger, what are my rights? | |
A: | If you are an Anderson shareholder as of the , 2006 record date and you do not vote in favor of the adoption of the merger agreement and approval of the merger, you will have the right under Sections 1115.19 and 1701.85 of the Ohio Revised Code to demand the fair cash value for your Anderson common shares. The right to make this demand is known as “dissenters’ rights.” To perfect your dissenters’ rights, you must deliver to Anderson a written demand for payment of the fair cash value of your Anderson common shares and otherwise comply strictly with all of the requirements of Ohio Revised Code Sections 1115.19 and 1701.85. You must state in your notice the amount that, in your opinion, is the fair cash value of your Anderson common shares. Your written demand must be delivered to Anderson not later than 10 days after the Anderson special meeting scheduled for , 2006. For additional information regarding your dissenters’ rights, see “Dissenters’ Rights” on page[·]and the text of Sections 1115.19 and 1701.85 of the Ohio Revised Code attached to this prospectus/proxy statement as Annex C. | |
Q: | If my Anderson common shares are held in “street name” by my broker, will my broker vote my Anderson common shares for me? | |
A: | No. Your broker may vote your Anderson common shares only if you provide instructions on how to vote. Please tell your broker how you would like him or her to vote your Anderson common shares. If you do not tell your broker how to vote, your Anderson common shares will not be voted by your broker, which will have the same effect as if you had instructed your broker to vote “Against” the adoption of the merger agreement and approval of the merger. | |
If you have instructed your broker to vote your Anderson common shares, you must follow directions received from your broker to change your vote. | ||
Q: | When do you expect the merger to be completed? | |
A: | We are working to complete the merger as quickly as practicable. We expect to complete the merger on or about , 2006, assuming shareholder approval and all applicable governmental approvals have been received by that date and all conditions precedent to the merger have been satisfied or, to the extent permitted by applicable law, waived. |
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50 North Third Street
Newark, Ohio 43055
(740) 349-8451
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50 North Third Street
Newark, Ohio 43055
(740) 349-8451
1075 Nimitzview Drive
Cincinnati, Ohio 45230
(513) 232-9599
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• | all Park common shares; | ||
• | all cash; or | ||
• | a mixture of cash and Park common shares. |
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• | A proposal to adopt the Amended and Restated Agreement and Plan of Merger, dated to be effective as of August 14, 2006, by and among Park, PNB and Anderson, and to approve the merger of Anderson with and into PNB; and | ||
• | A proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the special meeting to adopt the Amended and Restated Agreement and Plan of Merger and approve the merger; and | ||
• | Any other business which properly comes before the special meeting or any adjournment or postponement of the special meeting. The Board of Directors is unaware of any other business to be transacted at the special meeting. |
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• | James R. Gudmens, President and Chief Executive Officer of Anderson, has a Change in Control Agreement with Anderson entitling him to a lump sum payment of $100,000 upon a change of control of Anderson. The merger of Anderson with and into PNB as contemplated by the merger agreement would constitute a “change of control” under the terms of Mr. Gudmen’s Change in Control Agreement. Mr. Gudmens plans to retire upon the closing of the merger. | ||
• | Park has agreed to purchase directors’ and officers’ liability insurance for the directors and officers of Anderson for a period of three years after the merger. Park also has agreed to indemnify the directors, officers and employees of Anderson for certain actions or omissions in the course of their duties as directors, officers and employees of Anderson occurring prior to the merger, including, without limitation, the transactions contemplated by the merger agreement. |
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Last Reported | Total Value of the | Per Share Value of the | ||||||||||
Sale Price | Merger Consideration(1) | Merger Consideration(2) | ||||||||||
August 11, 2006 | $ | 100.60 | $ | 17,719,725 | $ | 32.23 | ||||||
, 2006 | $ | $ | $ |
(1) | Assumes that all outstanding Anderson stock options will have been exercised in full prior to the deadline set forth in the merger agreement and, therefore, that the aggregate cash consideration will be $9,054,343. | |
(2) | Calculated by dividing (a) the Total Value of the Merger Consideration by (b) 549,800, which is equal to the sum of (i) the 533,550 Anderson common shares issued and outstanding as of the date of the merger agreementplus(ii) the 16,250 Anderson common shares reserved for issuance upon the exercise of Anderson stock options outstanding as of the date of the merger agreement. |
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SEC Filings (File No. 1-13006) | Period/Date of Filing | |
Annual Report on Form 10-K | Fiscal year ended December 31, 2005 | |
Quarterly Report on Form 10-Q | Quarterly periods ended March 31, 2006 and June 30, 2006 | |
Current Reports on Form 8-K | Filed/furnished on January 17, January 20, March 17 (two reports), April 17, April 18, July 17, July 21, August 14, September 14, September 20, and October 16, 2006 | |
Definitive Proxy Statement for the 2006 Annual Meeting of Shareholders | Filed on March 10, 2006 | |
Description of Park common shares contained in Current Report on Form 8-K filed on April 21, 1998 | Filed April 21, 1998 |
50 North Third Street
Newark, Ohio 43055
Attention: John W. Kozak
(740) 349-8451
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Comparative Market Value
Anderson Bank | ||||||||||||
Company | ||||||||||||
Park National | Stock | Equivalent | ||||||||||
Corporation | Exchange Ratio | Per Share Price | ||||||||||
August 11, 2006 | $ | 100.60 | .3204 | $ | 32.23 | |||||||
, 2006 | $ | $ |
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As of and for the | ||||||||||||||||||||||||||||
Six Months | ||||||||||||||||||||||||||||
As of and for the Year Ended December 31, | Ended June 30 | |||||||||||||||||||||||||||
2001 | 2002 | 2003 | 2004 | 2005 | 2005 | 2006 | ||||||||||||||||||||||
(In thousands, except per share and ratio data) | ||||||||||||||||||||||||||||
Income Statement Data: | ||||||||||||||||||||||||||||
Interest income | $ | 320,348 | $ | 287,920 | $ | 264,629 | $ | 270,993 | $ | 314,459 | $ | 153,887 | $ | 163,894 | ||||||||||||||
Interest expense | 127,404 | 82,588 | 61,992 | 58,702 | 93,895 | 44,030 | 56,653 | |||||||||||||||||||||
Net interest income | 192,944 | 205,332 | 202,637 | 212,291 | 220,564 | 109,857 | 107,241 | |||||||||||||||||||||
Provision for loan losses | 13,059 | 15,043 | 12,595 | 8,600 | 5,407 | 2,407 | 1,467 | |||||||||||||||||||||
Net interest income after provision for loan losses | 179,885 | 190,289 | 190,042 | 203,691 | 215,157 | 107,450 | 105,774 | |||||||||||||||||||||
Gain/(loss) on sale of securities | 140 | (182 | ) | (6,060 | ) | (793 | ) | 96 | 96 | — | ||||||||||||||||||
Non-interest income | 45,098 | 51,032 | 61,583 | 52,641 | 59,609 | 29,566 | 31,721 | |||||||||||||||||||||
Non-interest expense | 114,207 | 119,964 | 122,376 | 126,290 | 139,438 | 68,738 | 69,868 | |||||||||||||||||||||
Income before income taxes | 110,916 | 121,175 | 123,189 | 129,249 | 135,424 | 68,374 | 67,627 | |||||||||||||||||||||
Income taxes | 32,554 | 35,596 | 36,311 | 37,742 | 40,186 | 20,262 | 19,934 | |||||||||||||||||||||
Net income | $ | 78,362 | $ | 85,579 | $ | 86,878 | $ | 91,507 | $ | 95,238 | $ | 48,112 | $ | 47,693 | ||||||||||||||
Per Share Data (A): | ||||||||||||||||||||||||||||
Net income — basic | $ | 5.32 | $ | 5.87 | $ | 6.01 | $ | 6.38 | $ | 6.68 | $ | 3.36 | $ | 3.41 | ||||||||||||||
Net income — diluted | 5.31 | 5.86 | 5.97 | 6.32 | 6.64 | 3.33 | 3.39 | |||||||||||||||||||||
Cash dividends declared | 2.752 | 2.962 | 3.209 | 3.414 | 3.62 | 1.80 | 1.84 | |||||||||||||||||||||
Book value at period end | 32.00 | 35.17 | 37.57 | 39.28 | 39.63 | 40.34 | 38.72 | |||||||||||||||||||||
Weighted average shares outstanding-basic | 14,721,318 | 14,572,456 | 14,458,899 | 14,344,771 | 14,258,519 | 14,321,647 | 14,005,896 | |||||||||||||||||||||
Weighted average shares outstanding-diluted | 14,753,762 | 14,605,157 | 14,551,422 | 14,486,327 | 14,348,243 | 14,427,549 | 14,053,151 | |||||||||||||||||||||
Balance Sheet Data (period end): | ||||||||||||||||||||||||||||
Total assets | $ | 4,569,515 | $ | 4,446,625 | $ | 5,034,956 | $ | 5,412,584 | $ | 5,436,048 | $ | 5,633,319 | $ | 5,412,447 | ||||||||||||||
Total investment securities | 1,464,179 | 1,383,142 | 1,991,226 | 1,926,782 | 1,663,342 | 1,904,308 | 1,557,944 | |||||||||||||||||||||
Loans, net of unearned income | 2,795,808 | 2,692,187 | 2,730,803 | 3,120,608 | 3,328,112 | 3,280,384 | 3,368,095 | |||||||||||||||||||||
Allowance for loan losses | 59,959 | 62,028 | 63,142 | 68,328 | 69,694 | 70,352 | 69,698 | |||||||||||||||||||||
Total deposits | 3,314,203 | 3,495,135 | 3,414,249 | 3,689,861 | 3,757,757 | 3,861,328 | 3,849,076 | |||||||||||||||||||||
Debt and FHLB advances | 710,851 | 376,104 | 1,002,736 | 1,074,024 | 1,028,858 | 1,125,538 | 952,265 | |||||||||||||||||||||
Total shareholders’ equity | 468,346 | 509,292 | 543,041 | 562,561 | 558,430 | 576,074 | 539,479 |
(A) | Per share data have been restated to reflect the five percent stock dividend paid on December 15, 2004. |
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As of and for the | ||||||||||||||||||||||||||||
Six Months | ||||||||||||||||||||||||||||
As of and for the Year Ended December 31, | Ended June 30 | |||||||||||||||||||||||||||
2001 | 2002 | 2003 | 2004 | 2005 | 2005 | 2006 | ||||||||||||||||||||||
Significant Financial Ratios: | ||||||||||||||||||||||||||||
Return on average assets | 1.84 | % | 1.93 | % | 1.81 | % | 1.81 | % | 1.71 | % | 1.72 | % | 1.78 | % | ||||||||||||||
Return on average shareholders’ equity | 17.33 | % | 17.56 | % | 16.69 | % | 17.00 | % | 17.03 | % | 17.37 | % | 17.77 | % | ||||||||||||||
Dividend payout ratio | 51.64 | % | 50.42 | % | 53.42 | % | 53.54 | % | 54.19 | % | 53.59 | % | 53.99 | % | ||||||||||||||
Net interest margin, fully-taxable equivalent | 4.92 | % | 5.06 | % | 4.60 | % | 4.56 | % | 4.34 | % | 4.31 | % | 4.38 | % | ||||||||||||||
Average shareholders’ loans to average deposits | 90.18 | % | 79.90 | % | 78.73 | % | 79.90 | % | 85.59 | % | 84.83 | % | 87.38 | % | ||||||||||||||
Average equity to average assets | 10.59 | % | 10.99 | % | 10.83 | % | 10.66 | % | 10.06 | % | 9.93 | % | 10.03 | % | ||||||||||||||
Allowance for loan losses to period-end loans | 2.14 | % | 2.30 | % | 2.31 | % | 2.19 | % | 2.09 | % | 2.14 | % | 2.07 | % | ||||||||||||||
Allowance for loan losses to total non-performing loans | 221.19 | % | 234.35 | % | 245.31 | % | 237.47 | % | 232.13 | % | 248.45 | % | 239.53 | % | ||||||||||||||
Non-performing loans to period-end loans | 0.97 | % | 0.98 | % | 0.94 | % | 0.92 | % | 0.90 | % | 0.86 | % | 0.86 | % | ||||||||||||||
Net charge-offs to average loans | 0.37 | % | 0.48 | % | 0.43 | % | 0.28 | % | 0.18 | % | 0.14 | % | 0.09 | % |
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As of and for the | ||||||||||||||||||||||||||||
Six Months | ||||||||||||||||||||||||||||
As of and for the Year Ended December 31, | Ended June 30 | |||||||||||||||||||||||||||
2001 | 2002 | 2003 | 2004 | 2005 | 2005 | 2006 | ||||||||||||||||||||||
(In thousands, except per share and ratio data) | ||||||||||||||||||||||||||||
Income Statement Data: | ||||||||||||||||||||||||||||
Interest income | $ | 2,978 | $ | 2,719 | $ | 2,460 | $ | 2,969 | $ | 3,935 | $ | 1,893 | $ | 2,253 | ||||||||||||||
Interest expense | 1,716 | 1,250 | 945 | 1,107 | 1,468 | 674 | 927 | |||||||||||||||||||||
Net interest income | 1,262 | 1,469 | 1,515 | 1,862 | 2,467 | 1,219 | 1,326 | |||||||||||||||||||||
Provision for loan losses | 37 | 32 | 54 | 92 | 65 | 30 | 5 | |||||||||||||||||||||
Net interest income after provision for loan losses | 1,225 | 1,437 | 1,461 | 1,770 | 2,402 | 1,189 | 1,321 | |||||||||||||||||||||
Gain/(loss) on sale of securities | — | — | — | — | — | — | — | |||||||||||||||||||||
Non-interest income | 224 | 302 | 355 | 297 | 392 | 111 | 169 | |||||||||||||||||||||
Non-interest expense | 1,135 | 1,329 | 1,422 | 1,455 | 1,726 | 818 | 914 | |||||||||||||||||||||
Income before income taxes | 314 | 410 | 394 | 612 | 1,068 | 482 | 576 | |||||||||||||||||||||
Income taxes | — | 111 | 134 | 208 | 363 | 164 | 196 | |||||||||||||||||||||
Net income | $ | 314 | $ | 299 | $ | 260 | $ | 404 | $ | 705 | $ | 318 | $ | 380 | ||||||||||||||
Per Share Data: | ||||||||||||||||||||||||||||
Net income — basic | $ | 0.63 | $ | 0.60 | $ | 0.52 | $ | 0.81 | $ | 1.41 | $ | 0.64 | $ | 0.76 | ||||||||||||||
Net income — diluted | 0.63 | 0.60 | 0.52 | 0.81 | 1.41 | 0.64 | 0.76 | |||||||||||||||||||||
Cash dividends declared | — | — | — | — | — | — | — | |||||||||||||||||||||
Book value at period end | 9.82 | 10.43 | 10.94 | 11.74 | 13.15 | 12.38 | 13.63 | |||||||||||||||||||||
Weighted average shares outstanding-basic | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | 500,193 | |||||||||||||||||||||
Weighted average shares outstanding-diluted | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | 500,193 | |||||||||||||||||||||
Balance Sheet Data (period end): | ||||||||||||||||||||||||||||
Total assets | $ | 47,418 | $ | 48,396 | $ | 55,122 | $ | 65,946 | $ | 67,199 | $ | 63,653 | $ | 70,052 | ||||||||||||||
Total investment securities | — | 505 | 500 | 496 | 495 | 495 | 498 | |||||||||||||||||||||
Loans, net of unearned income | 40,126 | 42,051 | 50,327 | 59,546 | 57,078 | 58,467 | 57,020 | |||||||||||||||||||||
Allowance for loan losses | 365 | 398 | 381 | 473 | 536 | 503 | 537 | |||||||||||||||||||||
Total deposits | 41,419 | 41,672 | 45,275 | 54,923 | 60,109 | 55,263 | 62,283 | |||||||||||||||||||||
Debt and FHLB advances | 593 | 1,000 | 4,000 | 4,000 | — | 2,000 | — | |||||||||||||||||||||
Total shareholders’ equity | 4,911 | 5,213 | 5,471 | 5,872 | 6,576 | 6,189 | 7,293 |
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Six Months | ||||||||||||||||||||||||||||
As of and for the Year Ended December 31, | Ended June 30 | |||||||||||||||||||||||||||
2001 | 2002 | 2003 | 2004 | 2005 | 2005 | 2006 | ||||||||||||||||||||||
Significant Financial Ratios: | ||||||||||||||||||||||||||||
Return on average assets | 0.71 | % | 0.64 | % | 0.51 | % | 0.66 | % | 1.07 | % | 0.97 | % | 1.12 | % | ||||||||||||||
Return on average shareholders’ equity | 6.46 | % | 6.08 | % | 4.86 | % | 7.16 | % | 11.36 | % | 10.48 | % | 11.17 | % | ||||||||||||||
Dividend payout ratio | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||||||
Net interest margin, fully-taxable equivalent | 3.29 | % | 3.55 | % | 3.43 | % | 3.55 | % | 4.19 | % | 4.00 | % | 4.37 | % | ||||||||||||||
Average loans to average deposits | 96.65 | % | 101.23 | % | 110.54 | % | 106.69 | % | 104.11 | % | 107.79 | % | 94.86 | % | ||||||||||||||
Average shareholders’ equity to average assets | 8.70 | % | 10.03 | % | 9.46 | % | 8.41 | % | 9.43 | % | 9.17 | % | 10.05 | % | ||||||||||||||
Allowance for loan losses to period-end loans | 0.90 | % | 0.92 | % | 0.75 | % | 0.79 | % | 0.93 | % | 0.85 | % | 0.93 | % | ||||||||||||||
Allowance for loan losses to total non-performing loans | — | 277.62 | % | — | — | 6700.00 | % | — | — | |||||||||||||||||||
Non-performing loans to period-end loans | 0.00 | % | 0.42 | % | 0.00 | % | 0.00 | % | 0.01 | % | 0.00 | % | 0.00 | % | ||||||||||||||
Net charge-offs to average loans | 0.00 | % | 0.00 | % | 0.16 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.01 | % |
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• | A proposal to adopt the Amended and Restated Agreement and Plan of Merger, dated to be effective as of August 14, 2006, by and among Park, PNB and Anderson, and to approve the merger of Anderson with and into PNB; and | ||
• | A proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies, in the event there are not sufficient votes at the time of the special meeting to adopt the Amended and Restated Agreement and Plan of Merger and approve the merger; and | ||
• | Any other business which properly comes before the special meeting or any adjournment or postponement of the special meeting. The Anderson Board of Directors is unaware of any other business to be transacted at the special meeting. |
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• | filing a written notice of revocation with the Secretary of Anderson, at 1075 Nimitzview Drive, Cincinnati, Ohio 45230; | ||
• | executing and returning another proxy card with a later date; or | ||
• | attending the special meeting and giving notice of revocation in person. |
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• | you must be an Anderson shareholder of record on , 2006; | ||
• | you must not vote your Anderson common shares in favor of the adoption of the merger agreement and approval of the merger; | ||
• | you must deliver a written demand for the fair cash value of the dissenting shares within 10 days of the date on which the vote is taken; | ||
• | if Anderson requests, you must send your certificates for the dissenting shares to Anderson within 15 days of the request so that a legend may be added stating that a demand for fair cash value has been made; and | ||
• | if you do not reach an agreement as to the fair cash value of your Anderson common shares with Anderson, you must file a complaint in court for determination of the fair cash value within three months of your original demand for fair cash value. |
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• | You must be the record holder of the dissenting shares as of , 2006. If you have a beneficial interest in Anderson common shares that are held of record in the name of another person, you must cause the shareholder of record to follow the required procedures. | ||
• | You must not vote in favor of the adoption of the merger agreement and approval of the merger. This requirement is satisfied if: |
o | you submit a properly executed proxy card with instructions to vote “against” the adoption of the merger agreement and approval of the merger or to “abstain” from the vote; or | ||
o | you do not return a proxy card or you revoke your proxy and you do not cast a vote at the special meeting in favor of the adoption of the merger agreement and approval of the merger. |
If you vote in favor of the adoption of the merger agreement and approval of the merger, you will lose your dissenters’ rights. If you sign a proxy card and return it but do not indicate a voting preference on the proxy card, your proxy will be voted in favor of the adoption of the merger agreement and approval of the merger and will constitute a waiver of dissenters’ rights. | |||
• | You must file a written demand with Anderson on or before the 10th day after the date on which the Anderson shareholders adopt the merger agreement and approve the merger. Anderson will not inform you of the expiration of the 10-day period. The written demand must include your name and address, the number of dissenting shares and the amount you claim as the fair cash value of those dissenting shares. Voting against the merger agreement and the merger does not constitute a written demand as required under Ohio law. | ||
• | If Anderson requests, you must submit your certificates for dissenting shares to Anderson within 15 days after it sends its request so that a legend may be placed on the certificates, indicating that demand for fair cash value was made. The certificates will be returned to you by Anderson. Anderson intends to make this request to dissenting shareholders. | ||
• | You must file a complaint with the court of common pleas for the county in which Anderson’s principal office is located if you do not reach an agreement with Anderson as to the fair cash value of your dissenting shares. You must file the complaint with the Court of Common Pleas of Hamilton County, Ohio, for a determination of the fair cash value of the dissenting shares within three months after service of your demand to Anderson for fair cash value. The court will determine the fair cash value per share. The costs of the proceeding, including reasonable compensation to appraisers, will be assessed as the court considers equitable. |
• | the merger does not become effective; | ||
• | you fail to make a timely written demand on Anderson; | ||
• | you do not, upon request of Anderson, surrender your Anderson certificates in a timely manner; | ||
• | you withdraw your demand, with the consent of Anderson; or | ||
• | Anderson and you have not come to an agreement as to the fair cash value of the dissenting shares and you do not timely file a complaint. |
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(Proposal One)
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• | Its understanding of Anderson’s business, operations, financial condition, earnings, management, succession planning and prospects, and of Park’s business, operations, financial condition, earnings, management and prospects, including Anderson’s due diligence review of Park; | ||
• | Its understanding of the current environment in the banking and financial services industry, including national and local economic and market conditions, the competitive landscape for banks and financial institutions generally, trends and developments in the banking industry, consolidation in the financial services industry, and the likely impact of these factors on Anderson; | ||
• | Its understanding of the potential for a greater range of products that the combined bank would be able to provide to customers; | ||
• | The terms of the merger agreement, including the consideration to be paid to Anderson shareholders in the merger which would consist of a fixed amount of cash and a fixed number of Park common shares in exchange for Anderson common shares, and the fact that under this structure the value of the merger consideration would rise with increases, and fall with decreases, in the market price of Park common shares, with such changes moderated to the extent of the cash consideration; | ||
• | The treatment of Anderson employees contemplated by the merger agreement; |
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• | The Anderson Board of Director’s view of the likely future prospects of the combined bank, including the opportunity for greater market penetration in and around Anderson’s historical markets and the potential access to a more diversified customer base, revenue sources and financial products; | ||
• | The financial analysis presented by PBS, Anderson’s financial advisor, to the Anderson Board of Directors and the fairness opinion delivered by PBS that, based upon and subject to the assumptions made, matters considered and limitations set forth in the opinion, the consideration specified in the merger agreement was fair and equitable, from a financial perspective, to the Anderson shareholders; | ||
• | The expectation that, with respect to that portion of the merger consideration to be received in the form of Park common shares, the merger will qualify as a transaction of a type that is generally tax-free to Anderson shareholders for U.S. federal income tax purposes; | ||
• | The regulatory and other approvals, including the approval of Anderson shareholders, required in connection with the merger and the likelihood that the approvals needed to complete the merger will be obtained in a timely manner without unacceptable conditions; | ||
• | The possibility that the terms of the merger agreement, including the provisions restricting Anderson from soliciting third party acquisition proposals and the termination fee provisions, could have the effect of discouraging other parties that might be interested in a merger with Anderson from proposing such a transaction; | ||
• | The ability under the merger agreement of Anderson under certain circumstances to provide non-public information to, and engage in discussions with, third parties that propose an alternative transaction; its view that the terms of the merger agreement, including the termination fee, would not preclude the Anderson Board of Directors from evaluating a proposal for an alternative transaction involving Anderson; and its view after consultation with Anderson’s financial and legal advisors that, as a percentage of the merger consideration at the time of the announcement of the transaction, the termination fee was within the range of termination fees provided for in recent acquisition transactions; | ||
• | The risks described under “Risk Factors” beginning on page[·]of this prospectus/proxy statement; | ||
• | The fees and expenses associated with completing the merger; and | ||
• | The risk that Anderson shareholders may fail to adopt the merger agreement and approve the merger. |
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June 30, 2006 Anderson Last Twelve Month Net Income | $ | 767,000 | ||
June 30, 2006 Stated Equity | $ | 7,293,000 | ||
Equity Related to Options Assumed to be exercised | 175,000 | |||
June 30, 2006 Adjusted Equity | $ | 7,468,000 | ||
Pro Forma Anderson Common Shares Outstanding | 549,800 |
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MULTIPLE OF | MULTIPLE | |||||||
ADJUSTED | OF LTM | |||||||
CATEGORY | BOOK VALUE | NET INCOME | ||||||
PROPOSED TRANSACTION | 2.39 | X | 23.23 | X | ||||
All Comparable Group Acquisitions | 1.68 | X | 19.23 | X | ||||
Equity to Assets between 9.0% - 13.0% | 1.56 | 19.01 | ||||||
ROAE between 9.00% - 13.00% | 1.88 | 19.35 | ||||||
Assets between $50 and $100 million | 1.64 | 18.61 | ||||||
Ohio transactions | 1.97 | 19.27 | ||||||
Mixed Stock and Cash Transactions | 2.11 | 20.40 | ||||||
Transactions Since January 1, 2006 | 2.04 | 21.97 |
FRANCHISE | ||||||||
PREMIUM / | ||||||||
PERCENT OF | CORE | |||||||
CATEGORY | DEPOSITS | CORE DEPOSITS | ||||||
PROPOSED TRANSACTION | 28.61 | % | 21.73 | % | ||||
All Comparable Group Acquisitions | 19.70 | % | 9.04 | % | ||||
Equity to Assets between 9.0% - 13.0% | 19.74 | 8.21 | ||||||
ROAE between 9.00% - 13.00% | 20.56 | 12.65 | ||||||
Assets between $50 and $100 million | 16.85 | 8.59 | ||||||
Ohio transactions | 23.35 | 16.07 | ||||||
Mixed Stock and Cash Transactions | 22.09 | 15.46 | ||||||
Transactions Since January 1, 2006 | 21.39 | 13.40 |
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MULTIPLE OF | MULTIPLE OF | |||||||
ADJUSTED | LTM | |||||||
CATEGORY | BOOK VALUE | NET INCOME | ||||||
PROPOSED TRANSACTION | 2.39 | X | 23.23 | X | ||||
All Comparable Group Acquisitions | 82.20 | % | 68.30 | % | ||||
Equity to Assets between 9.0% - 13.0% | 93.70 | 68.80 | ||||||
ROAE between 9.00% - 13.00% | 79.00 | 72.80 | ||||||
Assets between $50 and $100 million | 95.00 | 77.90 | ||||||
Ohio transactions | 85.50 | 75.10 | ||||||
Mixed Stock and Cash Transactions | 70.50 | 65.50 | ||||||
Transactions Since January 1, 2006 | 80.30 | 55.60 |
FRANCHISE | ||||||||
PREMIUM / | ||||||||
PERCENT OF | CORE | |||||||
CATEGORY | DEPOSITS | DEPOSITS | ||||||
PROPOSED TRANSACTION | 28.61 | % | 21.73 | % | ||||
All Comparable Group Acquisitions | 90.10 | % | 91.20 | % | ||||
Equity to Assets between 9.0% - 13.0% | 89.10 | 92.70 | ||||||
ROAE between 9.00% - 13.00% | 83.30 | 88.30 | ||||||
Assets between $50 and $100 million | 92.40 | 97.50 | ||||||
Ohio transactions | 80.50 | 83.70 | ||||||
Mixed Stock and Cash Transactions | 82.50 | 85.50 | ||||||
Transactions Since January 1, 2006 | 86.30 | 82.40 |
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Per Share | Stock | |||||||
Park Measuring Price | Consideration | Exchange Ratio | ||||||
$100.60 | $ | 32.23 | .3204 | |||||
$ | $ | . |
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• | the Anderson shareholders must adopt the merger agreement by the required vote; | ||
• | we must have received all required regulatory approvals and all applicable statutory waiting periods must have expired or been terminated, and no regulatory approval or statute, rule or order may contain any conditions, restrictions or requirements that Park and PNB reasonably determine would have a material adverse effect or be unduly burdensome on Park, PNB or Park’s other subsidiaries after giving effect to the consummation of the merger; | ||
• | there must not be any temporary restraining order, preliminary or permanent injunction or other order, statute, rule, regulation, judgment, decree, or other legal restraint issued by or imposed by any court or any other governmental authority, prohibiting consummation of the merger or making the merger illegal, or any proceeding commenced by any court or other governmental authority seeking to prohibit consummation of the merger or to make the merger illegal; | ||
• | the registration statement filed with the Securities and Exchange Commission in connection with the issuance of the Park common shares in the merger must be effective with no stop order or similar restraining order suspending such effectiveness issued or proposed by the Securities and Exchange Commission; | ||
• | the Park common shares to be issued in the merger must have been approved for listing on AMEX, subject to official notice of issuance; and | ||
• | Park’s legal counsel must have delivered a written opinion to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the merger will be treated for federal income tax purposes as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(D) of the Code. |
• | the representations and warranties of Park contained in the merger agreement must be true and correct in all material respects as of the date of the merger agreement and as of the closing of the merger (or if any representation or warranty speaks as of a specific date, as of that date); | ||
• | each of Park and PNB must have performed in all material respects all of their covenants and obligations under the merger agreement which are required to be performed prior to the closing of the merger; | ||
• | Park and PNB must have obtained all material third-party consents required in connection with the merger; |
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• | Anderson must have received an opinion from its financial advisor reasonably acceptable to Anderson, dated as of the date of this prospectus/proxy statement, to the effect that the merger consideration to be received by Anderson shareholders in the merger is fair from a financial point of view; and | ||
• | There shall not have occurred any material adverse effect on Park or PNB between the date of the merger agreement and the closing of the merger. |
• | the representations and warranties of Anderson contained in the merger agreement must be true and correct in all material respects as of the date of the merger agreement and as of the closing of the merger (or if any representation or warranty speaks as of a specific date, as of that date) | ||
• | Anderson must have performed in all material respects all of its covenants and obligations under the merger agreement which are required to be performed prior to the closing of the merger; | ||
• | Anderson must have obtained all material third-party consents required in connection with the merger; | ||
• | There shall not have occurred any material adverse effect on Anderson between the date of the merger agreement and the closing of the merger; and | ||
• | Park must have received an executed affiliate agreement from each affiliate of Anderson. |
• | corporate organization, qualification and good standing; | ||
• | capitalization; | ||
• | corporate power and authority to execute, deliver and perform the merger agreement; | ||
• | enforceability of the merger agreement; | ||
• | absence of conflicts with organizational documents, laws and material agreements; | ||
• | accuracy of financial statements and, with respect to Park, reports filed with the Securities and Exchange Commission; | ||
• | absence of undisclosed liabilities; | ||
• | absence of certain material changes or events; | ||
• | allowance for loan losses; |
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• | taxes; | ||
• | legal proceedings; | ||
• | regulatory matters; | ||
• | brokers and finders; | ||
• | employee benefit plans; | ||
• | compliance with laws; | ||
• | government and third-party proceedings; | ||
• | books and records; | ||
• | accuracy and completeness of representations and warranties; and | ||
• | compliance with the Bank Secrecy Act, anti-money laundering laws and customary privacy laws. |
• | the absence of subsidiaries; | ||
• | accounting controls; | ||
• | loans; | ||
• | property and title; | ||
• | labor matters; | ||
• | insurance; | ||
• | contracts; | ||
• | environmental matters; | ||
• | takeover laws; | ||
• | risk management instruments; | ||
• | repurchase agreements; | ||
• | investment securities; | ||
• | off balance sheet transactions; | ||
• | fiduciary responsibilities; | ||
• | intellectual property; |
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• | CRA compliance; | ||
• | ownership of Park common shares; | ||
• | receipt of a fairness opinion; and | ||
• | related party transactions. |
• | voluntarily take any action that, at the time taken, is reasonably likely to have a material adverse effect on Anderson’s ability to perform any of its obligations under the merger agreement, or prevent or materially delay the consummation of the merger; | ||
• | enter into any new line of business or materially change its lending, investment, underwriting, risk, asset liability management or other banking and operating policies; | ||
• | issue, sell or otherwise permit to become outstanding any Anderson common shares or permit additional Anderson common shares to become outstanding other than pursuant to previously granted stock options, or authorize the creation of additional Anderson common shares; | ||
• | permit any additional Anderson common shares to become subject to new grants of stock options or similar rights; | ||
• | effect any recapitalization, reclassification, stock split or similar change in capitalization; | ||
• | enter into, or take any action to cause any holders of Anderson common shares to enter into, any agreement, understanding or commitment relating to the right of holders of Anderson common shares to vote their Anderson common shares, or cooperate in the formation of any voting trust or similar arrangement relating to any Anderson common shares; | ||
• | enter into, amend, modify, renew or terminate any employment, consulting, severance, change in control or similar agreements or arrangements with directors, officers, employees or consultants; | ||
• | hire or retain any full-time employee or consultant, other than as replacements for existing positions; | ||
• | increase employee compensation, severance or other benefits except with respect to increases in the ordinary course of business and consistent with past practice, as required by law and to satisfy contractual obligations existing as of August 14, 2006; | ||
• | enter into, establish, adopt, amend, modify or terminate any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or |
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other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement or similar arrangement, with respect to any director, officer, employee or consultant except as may be required by law or to satisfy contractual obligations existing as of August 14, 2006; |
• | take any action to accelerate the vesting or exercisability of, or the payment or distribution with respect to, stock options, restricted stock or other compensation or benefits payable; | ||
• | sell, transfer, mortgage, pledge or subject to any lien or otherwise encumber or dispose of any of its assets, deposits, business or properties other than in the ordinary and usual course of business for full and fair consideration actually received; | ||
• | acquire (other than by way of foreclosure, in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in the ordinary and usual course of business) all or any portion of the assets, business, deposits or properties of any other entity, or acquire mortgage servicing rights, except in connection with existing correspondent lending relationships in the ordinary and usual course of business; | ||
• | amend its organizational documents; | ||
• | implement or adopt any change in its accounting principles, practices or methods other than as required by U.S. generally accepted accounting principles or regulatory accounting principles; | ||
• | enter into, amend, modify or terminate any material contract, except in the ordinary and usual course of business or in connection with the merger agreement or the transactions contemplated by the merger agreement; | ||
• | settle any material claim, action or proceeding, except in the ordinary and usual course of business or in connection with the merger agreement or the transactions contemplated by the merger agreement; | ||
• | knowingly take any action that would disqualify the merger as a “reorganization” within the meaning of Section 368(a) of the Code; | ||
• | knowingly take any action that is intended or is reasonably likely to result in any representations or warranties in the merger agreement being untrue in any material respect, any conditions in the merger agreement not being satisfied or a material violation of any provision of the merger agreement except, in each case, as may be required by applicable law, rule or regulation; | ||
• | except pursuant to applicable law or regulation, implement or adopt any material change in its credit risk and interest rate risk management and other risk management policies, procedures or practices, fail to follow in any material respect its existing policies or practices with respect to managing its exposure to interest rate and other risk, or fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk; | ||
• | incur any indebtedness for borrowed money other than in the ordinary and usual course of business; | ||
• | make any capital expenditure or commitment in an amount in excess of $50,000 for any item or project, or $250,000 in the aggregate for any related items or projects; | ||
• | close or relocate any offices at which business is conducted or open any new officers or ATMs; |
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• | fail to prepare and file all tax returns that are required to be filed, fail to pay any tax, or make, change or revoke any material tax election or settle any material tax audit or proceeding; | ||
• | fail to maintain and keep its properties and facilities in their present condition and working order, ordinary wear and tear excepted; | ||
• | fail to perform all of its obligations under all of its contracts; | ||
• | fail to maintain insurance coverage; | ||
• | establish any new lending programs or make any changes in its policies concerning which persons may approve, originate or issue a commitment to originate any loan in excess of $500,000; | ||
• | enter into any interest rate swaps or derivatives or hedge contracts; | ||
• | increase or decrease the rate of interest paid on time deposits or certificates of deposit, except in a manner that is consistent with past practices and in relation to prevailing market rates; | ||
• | foreclose upon or otherwise take title or possession or control of any real property without obtaining a Phase I environmental report that indicates the property is free of hazardous material; | ||
• | cause any material adverse change in the amount or general composition of deposit liabilities, except in the ordinary and usual course of business; | ||
• | cause or enable an employee or consultant to terminate employment or an employment agreement without cause and continue to receive compensation; | ||
• | borrow or agree to borrow any funds or indirectly guarantee or agree to guaranty any obligations of others, except for amounts as may be obtained with the right of prepayment at any time without penalty or premium, borrowings on an overnight or daily basis, and deposit taking in the ordinary and usual course of business; | ||
• | make any payment of cash or other consideration to, or make any loan to or on behalf of, or enter into, amend or grant a consent or waiver under, or fail to enforce, any contract with any related person; or | ||
• | agree or commit to do any of the foregoing. |
• | make, declare, pay or set aside for payment any dividend or distribution of any shares of its capital stock; | ||
• | declare or make any distribution on any shares or its capital stock; or | ||
• | adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its capital stock. |
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• | voluntarily take any action that, at the time taken, is reasonably likely to have a material adverse affect on the ability of Park or PNB to perform any of its material obligations under the merger agreement; | ||
• | declare, set aside, make or pay any extraordinary or special dividends on Park common shares or make any other extraordinary or special distributions in respect of any of its capital stock other than dividends from any subsidiary to its parent; | ||
• | amend the organizational documents of Park, PNB or any other subsidiary of Park in a manner that would adversely affect the economic or other benefits of the merger to the Anderson shareholders or employees; | ||
• | knowingly take any action that would disqualify the merger as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; | ||
• | knowingly take any action that is intended or is reasonably likely to result in any representations or warranties in the merger agreement being untrue in any material respect, any conditions in the merger agreement not being satisfied or a material violation of any provision of the merger agreement except, in each case, as may be required by law; or | ||
• | agree or commit to do any of the foregoing. |
• | the other party breaches a material representation, warranty, covenant or agreement contained in the merger agreement, which breach cannot be or has not been cured within 30 days of giving notice of the breach to the breaching party, provided that the party seeking to terminate the merger agreement is not itself in material breach of any provision of the merger agreement; | ||
• | the merger has not been completed on or before February 28, 2007, unless the failure to complete the merger by that date results from the knowing action or inaction of the party seeking to terminate the merger agreement; | ||
• | the approval of any governmental entity required for consummation of the merger has been denied by final nonappealable action; |
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• | the Anderson shareholders fail to adopt the merger agreement and approve the merger at the special meeting of shareholders; or | ||
• | any of the closing conditions have not been met or waived. |
• | fails to recommend that the Anderson shareholders adopt the merger agreement and approve the merger, withdraws, modifies or qualifies its recommendation in any manner adverse to Park, or takes any other action or makes any other statement in connection with the special meeting of shareholders that is inconsistent with its recommendation; | ||
• | fails to call the special meeting of shareholders or to prepare and mail to the Anderson shareholders this prospectus/proxy statement in accordance with the merger agreement; or | ||
• | takes certain actions permitted by the merger agreement with respect to discussing or negotiating with any person who has made a proposal with respect to a tender or exchange offer, or a merger, consolidation or other business combination, involving Anderson, or a proposal or offer to acquire in any manner 25% of any class of equity securities in, or 25% or more of the assets or deposits of, Anderson which the Anderson Board of Directors determines to be, or is reasonably likely to be, a superior proposal. |
• | the merger agreement is terminated by Anderson because its Board of Directors has authorized the execution of a definitive written agreement concerning a transaction that constitutes a “superior proposal,” as defined in the merger agreement; or | ||
• | the merger agreement is terminated either (i) by Park because the Anderson Board of Directors has willfully failed to recommend that the Anderson shareholders adopt the merger agreement and approve the merger, withdrawn, modified or qualified its recommendation in any manner adverse to Park, or taken any other action or made any other statement in connection with the special meeting of shareholders that is inconsistent with its recommendation, (ii) by Park as a result of a willful material breach of any covenant or agreement by Anderson which cannot be or has not been cured within 30 days or (iii) by Park or Anderson because the Anderson shareholders have failed to adopt the merger agreement and approve the mergerand at any time after August 14, 2006 and prior to the termination of the merger agreement, an acquisition proposal with respect to Anderson was publicly announced, publicly proposed or commencedand within 12 months after the date of the termination of the merger agreement, Anderson entered into an agreement relating to the previously announced acquisition proposal or the previously announced acquisition proposal was consummated. |
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Comparison of Certain Rights of Park and Anderson Shareholders
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• | the name and address of each proposed nominee; | ||
• | the principal occupation of each proposed nominee; | ||
• | the total number of Park common shares that will be voted for each proposed nominee; | ||
• | the name and residence address of the notifying shareholder; and | ||
• | the number of Park common shares beneficially owned by the notifying shareholder. |
• | the name and address of each proposed nominee; | ||
• | the principal occupation of each proposed nominee; | ||
• | the total number of Anderson common shares that will be voted for each proposed nominee; | ||
• | the name and residence address of the notifying shareholder; and | ||
• | the number of Anderson common shares beneficially owned by the notifying shareholder. |
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• | any merger or consolidation of Park with a beneficial owner of 20% or more of the voting power of Park or an affiliate or associate of that 20% beneficial owner; | ||
• | any sale, lease, exchange, mortgage, pledge, transfer or other disposition of at least 10% of the total assets of Park to or with a 20% beneficial owner or its affiliates or associates; | ||
• | any merger of Park or one of its subsidiaries with a 20% beneficial owner or its affiliates or associates; | ||
• | any sale, lease, exchange, mortgage, pledge, transfer or other disposition to Park or one of its subsidiaries of all or any part of the assets of a 20% beneficial owner (or its affiliates or associates), excluding any disposition which, if included with all other dispositions consummated during the fiscal year by the 20% beneficial owner or its affiliates or associates, would not result in dispositions having an aggregate fair value in excess of 1% of the total consolidated assets of Park, unless all such dispositions by the 20% beneficial owner or its affiliates or associates during the same and four preceding fiscal years would result in disposition of assets having an aggregate fair value in excess of 2% of the total consolidated assets of Park; | ||
• | any reclassification of Park common shares or any recapitalization involving the common shares of Park consummated within five years after a 20% beneficial owner becomes such; | ||
• | any agreement providing for any of the previously described business combinations; and | ||
• | any amendment to Article Eighth of the Park articles of incorporation. |
• | four-fifths of the outstanding Park common shares entitled to vote on the proposed business combination, or | ||
• | that fraction of the outstanding Park common shares having: |
o | as the numerator a number equal to the sum of: |
§ | the number of Park common shares beneficially owned by the 20% beneficial ownerplus | ||
§ | two-thirds of the remaining number of Park common shares outstanding, |
o | and as the denominator, a number equal to the total number of outstanding Park common shares entitled to vote. |
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• | an amendment to the articles of incorporation; | ||
• | an agreement of merger or consolidation providing for the merger or consolidation of Anderson with or into one or more other corporations; | ||
• | a proposed combination or majority share acquisition involving the issuance of shares of Anderson and requiring shareholder approval; | ||
• | a proposal to sell, lease, or exchange all or substantially all of the property and assets of Anderson; | ||
• | a proposed dissolution of Anderson; or | ||
• | a proposal to fix or change the number of directors by action of the shareholders of the corporation. |
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• | by a majority vote of a quorum of disinterested directors; | ||
• | if a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel; |
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• | by the shareholders; or | ||
• | by the Court of Common Pleas of Licking County, Ohio or the court, if any, in which the action was brought. |
• | by a majority vote of a quorum of disinterested directors; | ||
• | if a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel; | ||
• | by the shareholders; or | ||
• | by the Court of Common Pleas of Hamilton County, Ohio or the court, if any, in which the action was brought. |
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• | one-fifth or more, but less than one-third, of the voting power; | ||
• | one-third or more, but less than a majority, of the voting power; or | ||
• | a majority or more of the voting power. |
• | a majority of the voting power of the corporation represented in person or by proxy at the meeting; and | ||
• | a majority of the voting power at the meeting exercised by shareholders, excluding: |
o | the acquiring shareholder, | ||
o | officers of the corporation elected or appointed by the directors of the corporation, | ||
o | employees of the corporation who are also directors of the corporation, and | ||
o | persons who acquire specified amounts of shares after the first public disclosure of the proposed control share acquisition. |
• | the sale or acquisition of an interest in assets meeting thresholds specified in the statute, | ||
• | mergers and similar transactions, | ||
• | a voluntary dissolution, |
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• | the issuance or transfer of shares or any rights to acquire shares having a fair market value at least equal to 5% of the aggregate fair market value of the corporation’s outstanding shares, | ||
• | a transaction that increases the interested shareholder’s proportionate ownership of the corporation, and | ||
• | any other benefit that is not shared proportionately by all shareholders. |
• | the transaction is approved by the holders of shares with at least two-thirds of the voting power of the corporation in the election of directors (or a different proportion specified in the corporation’s articles of incorporation), including at least a majority of the outstanding shares after excluding shares controlled by the interested shareholder, or | ||
• | the business combination results in shareholders, other than the interested shareholder, receiving a “fair market value” for their shares determined by the method described in the statute. |
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100 F Street, N.E.
Room 1580
Washington, D.C. 20549
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AGREEMENT AND PLAN OF MERGER
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Page | ||||||||
ARTICLE ONE — THE MERGER | 2 | |||||||
1.01. | Merger of PNB and Anderson | 2 | ||||||
1.02. | Closing; Effective Time | 3 | ||||||
1.03. | Effects of the Merger | 5 | ||||||
ARTICLE TWO — CONSIDERATION; EXCHANGE PROCEDURES | 5 | |||||||
2.01. | Merger Consideration | 5 | ||||||
2.02. | Rights as Shareholders; Stock Transfers | 11 | ||||||
2.03. | Fractional Shares | 11 | ||||||
2.04. | Exchange Procedures | 11 | ||||||
2.05. | Anti-Dilution Provisions | 13 | ||||||
2.06. | Dissenting Anderson Shares | 13 | ||||||
ARTICLE THREE — REPRESENTATIONS AND WARRANTIES OF ANDERSON | 14 | |||||||
3.01. | Organization, Qualification and Standing | 14 | ||||||
3.02. | Capitalization of Anderson | 15 | ||||||
3.03. | No Subsidiaries | 16 | ||||||
3.04. | Corporate Proceedings | 17 | ||||||
3.05. | Authorized and Effective Agreement | 17 | ||||||
3.06. | Financial Statements of Anderson; Accounting Controls | 17 | ||||||
3.07. | Absence of Undisclosed Liabilities | 18 | ||||||
3.08. | Absence of Changes | 18 | ||||||
3.09. | Loans | 19 | ||||||
3.10. | Allowance for Loan Losses | 19 | ||||||
3.11. | Reports and Records | 20 | ||||||
3.12. | Taxes | 20 | ||||||
3.13. | Property and Title | 21 | ||||||
3.14. | Legal Proceedings | 22 | ||||||
3.15. | Regulatory Matters | 22 | ||||||
3.16. | No Conflict | 22 | ||||||
3.17. | Brokers, Finders and Others | 23 | ||||||
3.18. | Labor Matters | 23 | ||||||
3.19. | Employee Benefit Plans | 23 | ||||||
3.20. | Compliance with Laws | 26 | ||||||
3.21. | Insurance | 27 | ||||||
3.22. | Governmental and Third-Party Proceedings | 27 | ||||||
3.23. | Contracts | 27 | ||||||
3.24. | Environmental Matters | 28 | ||||||
3.25. | Takeover Laws | 29 | ||||||
3.26. | Risk Management Instruments | 29 |
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3.27. | Repurchase Agreements | 29 | ||||||
3.28. | Investment Securities | 29 | ||||||
3.29. | Off Balance Sheet Transactions | 29 | ||||||
3.30. | Fiduciary Responsibilities | 30 | ||||||
3.31. | Intellectual Property | 30 | ||||||
3.32. | Anderson Books and Records | 31 | ||||||
3.33. | CRA Compliance | 31 | ||||||
3.34. | Ownership of Park Shares | 31 | ||||||
3.35. | Fairness Opinion | 32 | ||||||
3.36. | Disclosure | 32 | ||||||
3.37. | Related Party Transactions | 32 | ||||||
3.38. | Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information | 32 | ||||||
ARTICLE FOUR — REPRESENTATIONS AND WARRANTIES OF PARK | 33 | |||||||
4.01. | Organization, Qualification and Standing | 33 | ||||||
4.02. | Corporate Proceedings | 34 | ||||||
4.03. | Park Shares | 34 | ||||||
4.04. | Authorized and Effective Agreement | 34 | ||||||
4.05. | No Conflict | 34 | ||||||
4.06. | SEC Documents | 35 | ||||||
4.07. | Financial Statements of Park | 35 | ||||||
4.08. | Brokers, Finders and Others | 36 | ||||||
4.09. | Governmental and Third-Party Proceedings | 36 | ||||||
4.10. | Legal Proceedings | 36 | ||||||
4.11. | Compliance with Laws | 37 | ||||||
4.12. | Regulatory Matters | 38 | ||||||
4.13. | Taxes | 38 | ||||||
4.14. | Disclosure | 39 | ||||||
4.15. | Allowance for Loan Losses | 39 | ||||||
4.16. | Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information | 39 | ||||||
4.17. | Books and Records | 39 | ||||||
4.18. | Absence of Undisclosed Liabilities | 40 | ||||||
4.19. | Absence of Changes | 40 | ||||||
4.20. | Employee Benefit Plans | 40 | ||||||
4.21. | Financial Capacity | 41 | ||||||
ARTICLE FIVE — ACTIONS PENDING MERGER | 41 | |||||||
5.01. | Forbearances of Anderson | 41 | ||||||
5.02. | Forbearances of Park | 46 | ||||||
ARTICLE SIX — COVENANTS | 47 | |||||||
6.01. | Reasonable Best Efforts | 47 |
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Page | ||||||||
6.02. | Shareholder Approval | 47 | ||||||
6.03. | Registration Statement | 47 | ||||||
6.04. | Press Releases | 49 | ||||||
6.05. | Access; Confidentiality | 49 | ||||||
6.06. | Acquisition Proposals | 51 | ||||||
6.07. | Affiliate Agreements | 52 | ||||||
6.08. | Takeover Laws | 52 | ||||||
6.09. | No Rights Triggered | 52 | ||||||
6.10. | Conformance of Policies and Practices | 53 | ||||||
6.11. | Transition | 53 | ||||||
6.12. | Exchange Listing | 53 | ||||||
6.13. | Regulatory Applications | 53 | ||||||
6.14. | Indemnification | 54 | ||||||
6.15. | Opportunity of Employment; Employee Benefits | 56 | ||||||
6.16. | Notification of Certain Matters | 57 | ||||||
6.17. | Tax Treatment | 57 | ||||||
6.18. | No Breaches of Representations and Warranties | 57 | ||||||
6.19. | Consents | 57 | ||||||
6.20. | Insurance Coverage | 58 | ||||||
6.21. | Correction of Information | 58 | ||||||
6.22. | Supplemental Assurances | 58 | ||||||
6.23. | Exercise of Anderson Stock Options | 58 | ||||||
ARTICLE SEVEN — CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES | 59 | |||||||
7.01. | Conditions to the Obligations of Park and PNB | 59 | ||||||
7.02. | Conditions to the Obligations of Anderson | 59 | ||||||
7.03. | Mutual Conditions | 60 | ||||||
ARTICLE EIGHT — TERMINATION | 61 | |||||||
8.01. | Termination | 61 | ||||||
8.02. | Effect of Termination and Abandonment; Enforcement of Agreement | 63 | ||||||
8.03. | Termination Fee; Expenses | 63 | ||||||
ARTICLE NINE — MISCELLANEOUS | 64 | |||||||
9.01. | Survival | 64 | ||||||
9.02. | Notices | 64 | ||||||
9.03. | Counterparts | 66 | ||||||
9.04. | Entire Agreement | 66 | ||||||
9.05. | Successors and Assigns | 66 | ||||||
9.06. | Interpretation; Effect | 67 | ||||||
9.07. | Governing Law | 67 | ||||||
9.08. | Payment of Fees and Expenses | 67 | ||||||
9.09. | Waiver; Amendment | 67 |
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Page | ||||||||
9.10. | Anderson Disclosure Schedule | 68 | ||||||
9.11. | No Third-Party Rights | 68 | ||||||
9.12. | Waiver of Jury Trial | 68 | ||||||
9.13. | Severability | 68 | ||||||
9.14. | Amendment and Restatement | 68 |
Exhibit B — Form of Anderson Affiliate Letter
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“Acquisition Proposal” | — | Section 6.06(b) | ||
“Affiliate” | — | Section 3.37(c) | ||
“Agreement” | — | Preamble | ||
“All Cash Election” | — | Section 2.01(c)(ii)(A) | ||
“All Stock Election” | — | Section 2.01(c)(ii)(B) | ||
“AMEX” | — | Section 2.01(b)(ii) | ||
“Anderson” | — | Preamble | ||
“Anderson 2006 Plan” | — | Preamble | ||
“Anderson Affiliate” | — | Section 6.07 | ||
“Anderson Balance Sheet Date” | — | Section 3.06(a) | ||
“Anderson Disclosure Schedule” | — | Article Three | ||
“Anderson Dissenting Share” | — | Section 2.06 | ||
“Anderson Financial Statements” | — | Section 3.06(a) | ||
“Anderson Meeting” | — | Section 3.04(b) | ||
“Anderson Off Balance Sheet Transaction” | — | Section 3.29 | ||
“Anderson Real Properties” | — | Section 3.13 | ||
“Anderson Recommendation” | — | Section 6.02 | ||
“Anderson Shares” | — | Preamble | ||
“Anderson Stock Option Plan” | — | Preamble | ||
“Anderson Stock Options” | — | Preamble | ||
“Anderson’s Financial Advisors” | — | Section 3.17 | ||
“BHCA” | — | Section 4.01(a) | ||
“CERCLA” | — | Section 3.24(b) | ||
“CRA” | — | Section 3.20(a) | ||
“Cash Consideration” | — | Section 2.01(a) | ||
“Cash Exchange Amount” | — | Section 2.01(c)(i) | ||
“Change in Recommendation” | — | Section 8.01(f) | ||
“Closing” | — | Section 1.02(a) | ||
“Closing Date” | — | Section 1.02(a) | ||
“Code” | — | Preamble | ||
“Compensation and Benefit Plans” | — | Section 3.19(a) | ||
“Consultants” | — | Section 3.19(a) | ||
“Continuing Employees” | — | Section 6.15(a) | ||
“Directors” | — | Section 3.19(a) | ||
“ERISA” | — | Section 3.19(b) | ||
“ERISA Affiliate” | — | Section 3.19(c) | ||
“ERISA Affiliate Plan” | — | Section 3.19(c) | ||
“Effective Time” | — | Section 1.02(d) | ||
“Election” | — | Section 2.01(c)(v) | ||
“Election Deadline” | — | Section 2.01(c)(v) | ||
“Election Form/Letter of Transmittal” | — | Section 2.01(c)(v) |
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“Election Period” | — | Section 2.01(c)(v) | ||
“Employees” | — | Section 3.19(a) | ||
“Environmental Laws” | — | Section 3.24(b) | ||
“Exchange Act” | — | Section 3.19(b) | ||
“Exchange Agent” | — | Section 2.04(a) | ||
“Exchange Fund” | — | Section 2.04(a) | ||
“409A” | — | Section 3.19(k) | ||
“FDIA” | — | Section 3.01(a) | ||
“FDIC” | — | Section 3.01(a) | ||
“FHLB” | — | Section 3.01(a) | ||
“GAAP” | — | Section 3.06(a) | ||
“Governmental Authority” | — | Section 3.16 | ||
“Hazardous Material” | — | Section 3.24(c) | ||
“IRS” | — | Section 3.12(a) | ||
“Indemnified Party” | — | Section 6.14(a) | ||
“Information” | — | Section 6.05(b) | ||
“Intellectual Property” | — | Section 3.31(f) | ||
“knowledge” | — | Section 3.08 | ||
“Letter of Transmittal” | — | Section 2.04(c) | ||
“Lien” | — | Section 3.13 | ||
“Loans” | — | Section 3.09(b) | ||
“material” | — | Section 3.01(b) | ||
“material adverse effect” | — | Section 3.01(b) | ||
“Material Interest” | — | Section 3.37(b) | ||
“Maximum Amount” | — | Section 6.14(b) | ||
“Merger” | — | Preamble | ||
“Merger Consideration” | — | Section 2.01(a) | ||
“Mixed Election” | — | Section 2.01(c)(ii)(C) | ||
“New Certificates” | — | Section 2.04(c) | ||
“NQDC Plan” | — | Section 3.19(k) | ||
“ODFI” | — | Section 3.01(a) | ||
“Off Balance Sheet Transaction” | — | Section 3.29 | ||
“Officers” | — | Section 3.19(a) | ||
“Ohio SOS” | — | Section 1.02(d) | ||
“Ohio Superintendent” | — | Section 1.02(d) | ||
“Old Certificate” | — | Section 2.04(c) | ||
“Out-of-Pocket Expenses” | — | Section 8.03(c) | ||
“Park” | — | Preamble | ||
“Park Financial Statements” | — | Section 4.07 | ||
“Park Measuring Price” | — | Section 2.01(b)(ii) | ||
“Park SEC Documents” | — | Section 4.06 | ||
“Park Shares” | — | Preamble | ||
“Patriot Act” | — | Section 3.20(a) | ||
“Pension Plan” | — | Section 3.19(b) | ||
“Per Share Consideration” | — | Section 2.01(b)(i) | ||
“PNB” | — | Preamble |
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“PNB Common Stock” | — | Preamble | ||
“PNB Compensation and Benefit Plans” | — | Section 4.20(a) | ||
“PNB Employees” | — | Section 4.20(a) | ||
“Proxy Statement” | — | Section 6.03(a) | ||
“Proxy Statement/Prospectus” | — | Section 6.03(a) | ||
“RCRA” | — | Section 3.24(b) | ||
“Registration Statement” | — | Section 6.03(a) | ||
“Regulations” | — | Section 1.02(c)(iii) | ||
“Regulatory Authorities” | — | Section 3.15 | ||
“Related Person” | — | Section 3.37(b) | ||
“Required Party” | — | Section 6.05(b) | ||
“Rights” | — | Section 3.02(b) | ||
“SEC” | — | Section 3.01(b) | ||
“Securities Act” | — | Section 3.19(b) | ||
“Stock Consideration” | — | Section 2.01(a) | ||
“Stock Exchange Ratio” | — | Section 2.01(b)(iii) | ||
“Subsidiary” | — | Section 3.01(b) | ||
“Superior Proposal” | — | Section 6.06(c) | ||
“Surviving Association” | — | Section 1.01 | ||
“Takeover Laws” | — | Section 3.25 | ||
“Tax” | — | Section 3.12(b) | ||
“Tax Returns” | — | Section 3.12(b) | ||
“Termination Fee” | — | Section 8.03(a) | ||
“United States” | — | Section 1.01 |
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AGREEMENT AND PLAN OF MERGER
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THE MERGER
1.01 | Merger of PNB and Anderson |
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1.02 | Closing; Effective Time |
(i) | The certificates of Park and PNB contemplated by Sections 7.02(a) and 7.02(b) of this Agreement; | ||
(ii) | Copies of all resolutions adopted by the Executive Committee of the Board of Directors of Park and by the Board of Directors of Park, approving and adopting this Agreement and authorizing the consummation of the transactions described herein, accompanied by a certificate of the |
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secretary of Park, dated as of the Closing Date, and certifying (A) the date and manner of adoption of each resolution; and (B) that each such resolution is in full force and effect, without amendment or repeal, as of the Closing Date; and | |||
(iii) | Copies of all resolutions adopted by the Board of Directors (or any committee thereof) of PNB and by Park, in its capacity as the sole shareholder of PNB, approving and adopting this Agreement and authorizing the consummation of the transactions described herein, accompanied by a certificate of the secretary of PNB, dated as of the Closing Date, and certifying (A) the date and manner of adoption of each resolution; and (B) that each such resolution is in full force and effect, without amendment or repeal, as of the Closing Date. |
(i) | The certificates of Anderson contemplated by Sections 7.01(a) and 7.01(b) of this Agreement. | ||
(ii) | Copies of all resolutions adopted by the Board of Directors (or any committee thereof) and the shareholders of Anderson, approving and adopting this Agreement and authorizing the consummation of the transactions described herein, accompanied by a certificate of the secretary of Anderson, dated as of the Closing Date, and certifying (A) the date and manner of the adoption of each such resolution; and (B) that each such resolution is in full force and effect, without amendment or repeal, as of the Closing Date; and | ||
(iii) | A statement executed on behalf of Anderson, in the form attached hereto asExhibit A, dated as of the Closing Date, certifying that the Anderson Shares do not represent United States real property interests within the meaning of Treasury Department regulations (the “Regulations”) Sections 1.897-2(b)(1) and (h). |
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1.03 | Effects of the Merger |
CONSIDERATION; EXCHANGE PROCEDURES
2.01 | Merger Consideration |
(i) | “Per Share Consideration” means an amount equal to the sum of (A) the Cash Consideration plus (B) 86,137 multiplied by the Park Measuring Price, divided by the number of Anderson Shares issued and outstanding as of Effective Time. | ||
(ii) | “Park Measuring Price” means the average closing price of Park Shares as reported on the American Stock Exchange (“AMEX”) over the ten (10) consecutive trading day period ending on the third business day prior to the Effective Time. | ||
(iii) | “Stock Exchange Ratio” is the ratio determined by dividing the Per Share Consideration by the Park Measuring Price. |
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(i) | Outstanding Anderson Shares.Except as otherwise provided in this Article Two, at the Effective Time, each Anderson Share (excluding Anderson Shares held by Anderson as treasury shares and Anderson Shares held by Park) issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and at the Effective Time, be converted at the election of the holder thereof (in accordance with the election and allocation procedures set forth in Sections 2.01(c)(ii), 2.01(c)(v), 2.01(c)(viii) and 2.01(c)(ix)) into either (i) cash in the amount of Per Share Consideration for each Anderson Share (the “Cash Exchange Amount”); (ii) Park Shares based upon an exchange ratio, which shall be equal to the Stock Exchange Ratio; or (iii) a combination of such Anderson Shares and cash, as more fully set forth in Section 2.01(c)(ii)(C). | ||
(ii) | Election as to Outstanding Anderson Shares.The holders of Anderson Shares will have the following alternatives in connection with the exchange of their Anderson Shares in connection with the Merger (which alternatives shall in each case be subject to the allocation procedures set forth in Sections 2.01(c)(viii) and 2.01(c)(ix)): |
(A) | AT THE OPTION OF THE HOLDER, all of such holder’s Anderson Shares deposited with the Exchange Agent (as defined in Section 2.04(a)) shall be converted into and become Park Shares at the Stock Exchange Ratio (such election, the “All Stock Election”); provided, however, that fractional shares will not be issued and cash (payable by check) will be paid in lieu thereof as provided in Section 2.03; or | ||
(B) | AT THE OPTION OF THE HOLDER, all of such holder’s Anderson Shares deposited with the Exchange Agent shall be converted into and become cash (payable by check) at the Cash Exchange Amount (such election, the “All Cash Election”); or | ||
(C) | AT THE OPTION OF THE HOLDER, any whole number of such holder’s Anderson Shares deposited with the Exchange Agent shall be converted into and become Park Shares at the rate of the Stock Exchange Ratio and the remainder of such holder’s Anderson Shares deposited with the Exchange Agent shall be converted into and become cash (payable by check) at the rate of the Cash Exchange Amount (such election, the “Mixed Election”); provided, however, that fractional shares will not be issued and cash (payable by check) will be paid in lieu thereof as provided in Section 2.03; or | ||
(D) | IF NO ELECTION (AS DEFINED IN SECTION 2.01(c)(v)) IS MADE BY THE HOLDER BY THE ELECTION DEADLINE (AS DEFINED IN SECTION 2.01(c)(v)), all of such holder’s |
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Anderson Shares will be converted into the right to receive Park Shares as set forth in Section 2.01(c)(ii)(A), cash as set forth in Section 2.01(c)(ii)(B), or any combination of Park Shares and cash as determined by Park or, at Park’s direction, by the Exchange Agent at the Stock Exchange Ratio and the Cash Exchange Amount, as applicable; provided, however, that fractional shares will not be issued and cash will be paid in lieu thereof as provided in Section 2.03. | |||
(E) | In connection with any election made by a holder of Anderson Shares, such holder may designate specifically which of the Anderson Shares being exchanged are to be converted into and become Park Shares, and such designation shall be contained in the Election Form/Letter of Transmittal (as defined in Section 2.01(c)(v)). |
(iii) | Treasury Shares and Anderson Shares Held by Park.Each Anderson Share held by Anderson as a treasury share, or held by Park or PNB other than in a fiduciary capacity, immediately prior to the Effective Time shall be canceled and retired at the Effective Time and no consideration shall be issued in exchange therefor. | ||
(iv) | Outstanding Park Shares and Shares of PNB Common Stock.Each Park Share issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall be unaffected by the Merger. Each share of PNB Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall be unaffected by the Merger. | ||
(v) | Procedures for Election.An election form and other appropriate transmittal materials in such form as Anderson, Park and PNB shall mutually agree (the “Election Form/Letter of Transmittal”) shall be mailed to shareholders of Anderson prior to the Election Period (defined below). The Election Form/Letter of Transmittal will permit holders of Anderson Shares to elect the form of Merger Consideration set forth in Section 2.01(c)(ii) (the “Election”) that they choose to receive in the Merger (including specifically designating which Anderson Shares are to be exchanged for Park Shares rather than for cash), will specify that delivery will be effected, and risk of loss and title to Old Certificates (as defined in Section 2.04(c)) will pass, only upon proper delivery of the Old Certificates to the Exchange Agent and will include instructions and procedures for surrendering Old Certificates in exchange for New Certificates (as defined in Section 2.04(c)). The “Election Period” shall be such period of time as Anderson, Park and PNB shall mutually agree, within which holders of Anderson Shares may validly make an Election, occurring between (A) the date of the mailing by Anderson of the Proxy Statement (as defined in Section 6.03(a)) for the special meeting of |
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holders of Anderson Shares at which this Agreement is presented for approval and (B) the Election Deadline. The “Election Deadline” shall be the time, specified by Park after consultation with Anderson, on the last day of the Election Period, which shall be the second trading day prior to the Effective Time. | |||
(vi) | Perfection of the Election.An Election shall be considered to have been validly made by a holder of Anderson Shares only if (A) the Exchange Agent shall have received an Election Form/Letter of Transmittal properly completed and executed by such Holder of Anderson Shares, accompanied by a certificate or certificates representing the Anderson Shares as to which such Election is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the books of Anderson, or containing an appropriate guaranty of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange or a member of the NASD or a commercial bank or trust company in the United States and (B) such Election Form/Letter of Transmittal and such certificate(s) or such guaranty of delivery shall have been received by the Exchange Agent prior to the Election Deadline. | ||
(vii) | Withdrawal of Election.Any holder of Anderson Shares may at any time prior to the Election Deadline revoke such shareholder’s election and either (A) submit a new Election Form/Letter of Transmittal in accordance with the procedures in Section 2.01(c)(vi), or (B) withdraw the certificate(s) for Anderson Shares deposited therewith by providing written notice that is received by the Exchange Agent by 5:00 p.m., local time for the Exchange Agent, on the business day prior to the Election Deadline. Elections may be similarly revoked if this Agreement is terminated. | ||
(viii) | Reduction of Anderson Shares Deposited for Cash.If (x) the product of the Per Share Consideration multiplied by the number of Anderson Shares deposited with the Exchange Agent at the Election Deadline for cash pursuant to the All Cash Election and the Mixed Election and not withdrawn pursuant to Section 2.01(c)(vii) (including Anderson Shares for which no Election has been made by the holder by the Election Deadline and which are allocated to be converted into cash pursuant to Section 2.01(c)(ii)(D)),plus(y) the product of the Per Share Consideration multiplied by the number of Anderson Dissenting Shares, if any, is greater than the Cash Consideration, Park (taking into account the specific designation made pursuant to Section 2.01(c)(v) and the Election Form/Letter of Transmittal) will promptly eliminate, or cause to be eliminated by the Exchange Agent (taking into account the specific designation made pursuant to Section 2.01(c)(v) and the Election Form/Letter of Transmittal), from the Anderson Shares deposited for cash pursuant to the All Cash Election and the Mixed Election (subject to the limitations described in Section 2.01(c)(viii)(D)), a sufficient number of |
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such Anderson Shares so that the sum of the total number of Anderson Shares remaining on deposit for cash pursuant to the All Cash Election and the Mixed Election at the Effective Time (after giving effect to Section 2.01(c)(ii)(D)) multiplied by the Per Share Consideration,plusthe number of Anderson Dissenting Shares, if any, multiplied by the Per Share Consideration equals the Cash Consideration. After giving effect to Section 2.01(c)(ii)(D), such elimination will be effected as follows: |
(A) | Subject to the limitations described in Section 2.01(c)(viii)(D), the Exchange Agent will eliminate from the Anderson Shares deposited for cash pursuant to the All Cash Election and the Mixed Election, and will add or cause to be added to the Anderson Shares deposited for Park Shares, on a pro rata basis in relation to the total number of Anderson Shares deposited pursuant to the All Cash Election and the Mixed Election minus the number of Anderson Shares so deposited by the holders described in Section 2.01(c)(viii)(D), such whole number of Anderson Shares on deposit for cash pursuant to the All Cash Election and the Mixed Election as may be necessary so that the total number of Anderson Shares remaining on deposit for cash pursuant to the All Cash Election and the Mixed Election multiplied by the Per Share Consideration,plusthe number of Anderson Dissenting Shares, if any, multiplied by the Per Share Consideration equals the Cash Consideration; | ||
(B) | All Anderson Shares that are eliminated pursuant to Section 2.01(c)(viii)(A) from the Anderson Shares deposited for cash shall be converted into Park Shares as provided by Sections 2.01(c)(ii)(A) and 2.01(c)(ii)(C); | ||
(C) | Notice of such allocation shall be provided promptly to each shareholder whose Anderson Shares are eliminated from the Anderson Shares on deposit for cash pursuant to Section 2.01(c)(viii)(A); and | ||
(D) | Notwithstanding the foregoing, the holders of 100 or fewer Anderson Shares of record on the date of this Agreement who have elected the All Cash Election shall not be required to have any of their Anderson Shares converted into Park Shares. |
(ix) | Increase of Anderson Shares Deposited for Cash.If (x) the product of the Per Share Consideration multiplied by number of Anderson Shares deposited with the Exchange Agent at the Election Deadline for cash pursuant to the All Cash Election and the Mixed Election and not withdrawn pursuant to Section 2.01(c)(vii) (including Anderson Shares for which no Election has been made by the holder by the Election Deadline and which are allocated to be converted into cash pursuant to Section |
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2.01(c)(ii)(D)),plus(y) the product of the Per Share Consideration multiplied by the number of Anderson Dissenting Shares, if any, is less than the Cash Consideration, Park (taking into account the specific designation made pursuant to Section 2.01(c)(v) and the Election Form/Letter of Transmittal) will promptly add, or cause to be added by the Exchange Agent (taking into account the specific designation made pursuant to Section 2.01(c)(v) and the Election Form/Letter of Transmittal), to the Anderson Shares deposited for cash, a sufficient number of Anderson Shares deposited for Park Shares pursuant to the All Stock Election and the Mixed Election so that the sum of the total number of Anderson Shares on deposit for cash pursuant to the All Cash Election and the Mixed Election at the Effective Time (after giving effect to Section 2.01(c)(ii)(D)) multiplied by the Per Share Consideration,plusthe number of Anderson Dissenting Shares, multiplied by the Per Share Consideration equals the Cash Consideration. After giving effect to Section 2.01(c)(ii)(D), such addition will be effected as follows: |
(A) | Subject to the limitation described in Section 2.01(c)(viii)(D), Park will add or cause to be added to the Anderson Shares deposited for cash, and the Exchange Agent will eliminate or cause to be eliminated from the Anderson Shares deposited for Park Shares pursuant to the All Stock Election and the Mixed Election, on a pro rata basis in relation to the total number of Anderson Shares deposited for Park Shares pursuant to the All Stock Election and the Mixed Election, such whole number of Anderson Shares not then on deposit for cash as may be necessary so that the sum of the total number of Anderson Shares on deposit for cash multiplied by the Per Share Consideration,plusthe number of Anderson Dissenting Shares, if any, multiplied by the Per Share Consideration equals the Cash Consideration; | ||
(B) | All Anderson Shares that are eliminated pursuant to Section 2.01(c)(ix)(A) from the Anderson Shares to be converted into Park Shares shall be converted into cash, as provided by Sections 2.01(c)(ii)(B) and 2.01(c)(ii)(C); and | ||
(C) | Notice of such allocation shall be provided promptly to each shareholder whose Anderson Shares are added to the Anderson Shares on deposit for cash pursuant to Section 2.01(c)(ix)(A). |
(x) | Anderson Stock Options. Any Anderson Stock Option that is not exercised in full on or before the Election Deadline for a payment by the holder in the form of cash or personal check shall be cancelled and shall cease to entitle the holder hereof to any rights or claims thereunder. |
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2.02 | Rights as Shareholders; Stock Transfers |
2.03 | Fractional Shares |
2.04 | Exchange Procedures |
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2.05 | Anti-Dilution Provisions |
2.06 | Dissenting Anderson Shares |
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REPRESENTATIONS AND WARRANTIES OF ANDERSON
3.01 | Organization, Qualification and Standing |
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3.02 | Capitalization of Anderson |
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3.03 | No Subsidiaries |
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3.04 | Corporate Proceedings |
3.05 | Authorized and Effective Agreement |
3.06 | Financial Statements of Anderson; Accounting Controls |
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3.07 | Absence of Undisclosed Liabilities |
3.08 | Absence of Changes |
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3.09 | Loans |
3.10 | Allowance for Loan Losses |
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3.11 | Reports and Records |
3.12 | Taxes |
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3.13 | Property and Title |
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3.14 | Legal Proceedings |
3.15 | Regulatory Matters |
3.16 | No Conflict |
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3.17 | Brokers, Finders and Others |
3.18 | Labor Matters |
3.19 | Employee Benefit Plans |
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3.20 | Compliance with Laws |
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3.21 | Insurance |
3.22 | Governmental and Third-Party Proceedings |
3.23 | Contracts |
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3.24 | Environmental Matters |
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3.25 | Takeover Laws |
3.26 | Risk Management Instruments |
3.27 | Repurchase Agreements |
3.28 | Investment Securities |
3.29 | Off Balance Sheet Transactions. |
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3.30 | Fiduciary Responsibilities |
3.31 | Intellectual Property |
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3.32 | Anderson Books and Records |
3.33 | CRA Compliance |
3.34 | Ownership of Park Shares |
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3.35 | Fairness Opinion |
3.36 | Disclosure |
3.37 | Related Party Transactions |
3.38 | Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information |
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REPRESENTATIONS AND WARRANTIES OF PARK
4.01 | Organization, Qualification and Standing |
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4.02 | Corporate Proceedings |
4.03 | Park Shares |
4.04 | Authorized and Effective Agreement |
4.05 | No Conflict |
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4.06 | SEC Documents |
4.07 | Financial Statements of Park |
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4.08 | Brokers, Finders and Others |
4.09 | Governmental and Third-Party Proceedings |
4.10 | Legal Proceedings |
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4.11 | Compliance with Laws |
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4.12 | Regulatory Matters |
4.13 | Taxes |
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4.14 | Disclosure |
4.15 | Allowance for Loan Losses |
4.16 | Bank Secrecy Act, Anti-Money Laundering and OFAC and Customer Information |
4.17 | Books and Records |
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4.18 | Absence of Undisclosed Liabilities |
4.19 | Absence of Changes |
4.20 | Employee Benefit Plans |
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ACTIONS PENDING MERGER
(i) | Ordinary Course. Conduct the business of Anderson other than in the ordinary and usual course consistent with past practice or fail to use reasonable efforts to preserve intact its business organization and assets and maintain its rights, franchises and existing relations with customers, suppliers, employees and business associates, or voluntarily take any action which, at the time taken, is reasonably likely to have an adverse affect upon Anderson’s ability to perform any of its obligations under this Agreement, or prevent or materially delay the consummation of transactions contemplated by this Agreement, or enter into any new line of business or materially change its lending, investment, underwriting, risk, asset liability management or other banking and operating policies, except |
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as required by applicable laws, rules, regulations or policies imposed by any Governmental Authority or Regulatory Authority. | |||
(ii) | Capital Stock. Other than pursuant to Anderson Stock Options outstanding as of the date of this Agreement, (A) issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional Anderson Shares or any Rights, including, without limitation, under the Anderson Stock Option Plan or under the Anderson 2006 Plan, (B) enter into any agreement with respect to the foregoing, or (C) permit any additional Anderson Shares to become subject to new grants of stock options, other Rights or similar stock-based employee rights, including, without limitation, under the Anderson Stock Option Plan or under the Anderson 2006 Plan, (D) effect any recapitalization, reclassification, stock split or like change in capitalization or (E) enter into, or take any action to cause any holders of Anderson Shares to enter into, any agreement, understanding or commitment relating to the right of holders of Anderson Shares to vote any Anderson Shares, or cooperate in the formation of any voting trust or similar arrangement relating to such Anderson Shares. | ||
(iii) | Compensation; Employment Agreements; Etc.Enter into, amend, modify, renew or terminate any employment, consulting, severance, change in control or similar agreements or arrangements with any Director, Officer, Employee or Consultant of Anderson, hire or retain any full-time employee or consultant, other than as replacements for positions then existing, or grant any salary or wage increase or bonus or increase any employee benefit (including incentive or bonus payments), except (A) for normal individual increases in compensation to Employees in the ordinary and usual course of business consistent with past practice, (B) for other changes that are required by applicable law, and (C) to satisfy contractual obligations existing as of the date hereof which have previously been disclosed to Park. | ||
(iv) | Benefit Plans. Enter into, establish, adopt, amend, modify or terminate (except (A) as may be required by applicable law, (B) to satisfy contractual obligations existing as of the date hereof which have previously been disclosed to Park, or (C) the regular annual renewal of insurance contracts), any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement (or similar arrangement) related thereto, in respect of any Director, Officer, Employee or Consultant of Anderson (or any dependent or beneficiary of any of the foregoing persons), or take any action to accelerate the vesting or exercisability of, or the payment or distribution with respect to, stock options, restricted stock or other compensation or benefits payable thereunder, other than pursuant to this Agreement. Pursuant to this Agreement, and with Park’s and PNB’s consent given herein, Anderson |
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will accelerate prior to the Closing Date the vesting of Anderson Stock Options outstanding as of the date of this Agreement pursuant to the Anderson Stock Option Plan. | |||||
(v) | Dispositions. Sell, transfer, mortgage, pledge or subject to any Lien or otherwise encumber or otherwise dispose of any of its assets, tangible or intangible, deposits, business or properties except in the ordinary and usual course of business for full and fair consideration actually received. | ||||
(vi) | Acquisitions. Acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice) all or any portion of, the assets, business, deposits or properties of any other entity, or acquire mortgage servicing rights, except in connection with existing correspondent lending relationships in the ordinary and usual course of business consistent with past practice. | ||||
(vii) | Governing Instruments. Amend or propose to amend the articles of incorporation, code of regulations or other governing instruments of Anderson. | ||||
(viii) | Accounting Methods. Implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP or regulatory accounting principles. | ||||
(ix) | Contracts. Except in the ordinary and usual course of business consistent with past practice or in connection with this Agreement or the transactions contemplated by this Agreement, enter into or terminate any contract which would be required to be disclosed pursuant to Section 3.23, amend or modify in any material respect any of its existing contracts, or enter into any new contract that would be required to be disclosed pursuant to the standards set forth in Section 3.23. | ||||
(x) | Claims. Except in the ordinary and usual course of business consistent with past practice or in connection with this Agreement or the transactions contemplated by this Agreement, settle any claim, action or proceeding which, individually or in the aggregate for all such settlements, is material to Anderson. | ||||
(xi) | Adverse Actions. Take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or knowingly take any action that is intended or is reasonably likely to result in (A) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (B) any of the conditions to the Merger set forth in |
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Article Seven not being satisfied, or (C) a material violation of any provision of this Agreement except, in each case, as may be required by applicable law, rule or regulation or Governmental Authority or Regulatory Authority. | |||
(xii) | Risk Management. Except pursuant to applicable law, rule or regulation or Governmental Authority or Regulatory Authority, (A) implement or adopt any material change in its credit risk and interest rate risk management and other risk management policies, procedures or practices; (B) fail to follow its existing policies or practices with respect to managing its exposure to interest rate and other risk; or (C) fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk and other risk. | ||
(xiii) | Indebtedness. Incur any indebtedness for borrowed money other than in the ordinary and usual course of business consistent with past practice. | ||
(xiv) | Capital Expenditures. Make any capital expenditure or commitments with respect thereto in an amount in excess of $50,000 for any item or project, or $250,000 in the aggregate for any related items or projects. | ||
(xv) | New Offices, Office Closures, Etc.Close or relocate any offices at which business is conducted or open any new offices or ATMs. | ||
(xvi) | Taxes. (A) Fail to prepare and file or cause to be prepared and filed in a timely manner consistent with past practice all Tax Returns that are required to be filed (with extensions) on or before the Effective Time; provided, however, that Park shall have a reasonable opportunity, beginning at least fifteen days prior to the due date thereof, to review and comment on the form and substance of any Tax Returns relating to the U.S. Federal income tax, or Ohio State franchise or commercial activity tax, (B) fail to pay any Tax shown, or required to be shown, on any such Tax Return, or (C) make, change or revoke any election in respect of Taxes, change an annual accounting period, consent to any waiver or extension of the limitation period applicable to any Tax claim or assessment, enter into any closing agreement, settle any claim or assessment in respect of Taxes or offer or agree to do any of the foregoing or surrender its rights to do any of the foregoing or to claim any refund in respect of Taxes or file any amended Tax Return. | ||
(xvii) | Maintenance of Properties and Facilities. Fail to use its commercially reasonable efforts to maintain and keep its properties and facilities in their present condition and working order, ordinary wear and tear excepted. | ||
(xviii) | Perform Obligations. Fail to perform all of its obligations under all contracts. |
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(xix) | Maintain Insurance Coverage. Fail to maintain insurance coverage with reputable insurers, which in respect of insurers, amounts, premiums, types and risks insured, were maintained by it at June 30, 2006, and upon the renewal or termination of such insurance, fail to use its commercially reasonable efforts to renew or replace such insurance coverage with reputable insurers, which in respect of the amounts, premiums, types and risks insured, were maintained by it at June 30, 2006. | ||
(xx) | Lending. Establish any new lending programs or make any changes in its policies concerning which persons may approve loans or originate or issue a commitment to originate any loan in a principal amount in excess of $500,000; provided, however, that Park shall indemnify Anderson for all losses, expenses, costs and damages that Anderson shall incur as the direct and sole result of the failure of Park to consent to the origination or issuance of a commitment to originate any such loan in excess of $500,000 if such losses, expenses, costs and damages directly arise from or are directly related to the claims of the customer whose loan was not originated solely as a result of the failure of Park to consent to such origination or commitment to originate any such loan; and provided, further, that if Park fails to respond to Anderson’s written request for approval within two (2) business days after receipt by Park of such written request, such loan shall be deemed approved by Park. | ||
(xxi) | Interest Rate Swaps and Derivatives. Enter into any interest rate swaps or derivatives or hedge contracts. | ||
(xxii) | Interest Rates. Increase or decrease the rate of interest paid on time deposits or certificates of deposit, except in a manner and consistent with past practices in relation to rates prevailing in the relevant market. | ||
(xxiii) | Foreclosures. Foreclose upon or otherwise take title to or possession or control of any real property without first obtaining a Phase I environmental report thereon which indicates that the property is free of Hazardous Material. | ||
(xxiv) | Deposit Liabilities. Cause any material adverse change in the amount or general composition of deposit liabilities other than in the ordinary and usual course of business. | ||
(xxv) | Employment Relationships. Other than with respect to employment agreements previously disclosed to Park, take any action nor omit to take any action which would terminate or enable any employee or consultant of Anderson to terminate such employee’s employment or employment agreement (or such consultant’s relationship) without cause and continue thereafter to receive compensation. |
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(xxvi) | Borrowings. Except for amounts as may be obtained with the right of prepayment at any time without penalty or premium, borrowings on an overnight or daily basis, and deposit taking in the ordinary and usual course of its business, borrow or agree to borrow any funds, including but not limited to repurchase transactions, or indirectly guarantee or agree to guarantee any obligations of others. | ||
(xxvii) | Related Party Transactions. Make any payment of cash or other consideration to, or make any Loan to or on behalf of, or enter into, amend or grant a consent or waiver under, or fail to enforce, any contract with, any Related Person. | ||
(xxviii) | Commitments. Agree or commit to do any of the foregoing items in this Section 5.01. |
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COVENANTS
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(i) | Anderson shall furnish promptly to Park all information concerning the business, properties and personnel of Anderson as Park may reasonably request; | ||
(ii) | Anderson shall furnish promptly to Park a copy of each material report, schedule and other document filed by Anderson pursuant to any federal or state securities or banking laws; | ||
(iii) | Park and PNB shall furnish promptly to Anderson all information concerning the business and properties of Park and PNB as Anderson may reasonably request; and | ||
(iv) | Park and PNB shall furnish promptly to Anderson a copy of each material report, schedule and other document filed by Park or PNB pursuant to federal or state securities or banking laws. |
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CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES
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TERMINATION
(i) | a breach by the other party of any representation or warranty contained herein such that the condition set forth in Section 7.01(a) or 7.02(a), as appropriate, would not be satisfied and which breach cannot be or has not |
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been cured within 30 days after the giving of written notice to the breaching party of such breach; or | |||
(ii) | a material breach by the other party of any of the covenants or agreements contained herein, which breach cannot be or has not been cured within 30 days after the giving of written notice to the breaching party of such breach, provided that |
(i) | the approval of any Governmental Authority or Regulatory Authority required for consummation of the Merger and the other transactions contemplated by this Agreement shall have been denied by final nonappealable action of such Governmental Authority or Regulatory Authority and the terminating party is not in material breach of Section 6.13; | ||
(ii) | the Anderson shareholders fail to approve this Agreement at the Anderson Meeting and approve the Merger; or | ||
(iii) | any of the closing conditions have not been met or waived by the respective party as required by Article Seven hereof. |
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(i) | this Agreement is terminated by Anderson pursuant to Section 8.01(e); or | ||
(ii) | (A) this Agreement is terminated by Park pursuant to Section 8.01(b)(ii) as a result of a willful breach by Anderson or 8.01(f), or by Park or Anderson pursuant to Section 8.01(d)(ii); and (B) at any time after the date of this Agreement and prior to any such termination, an Acquisition Proposal with respect to Anderson shall have been publicly announced, publicly proposed or commenced; and (C) within 12 months after the date of such termination, Anderson shall have entered into an agreement relating to such previously announced Acquisition Proposal or such previously announced Acquisition Proposal shall have been consummated. No |
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termination fee shall be paid unless all of the conditions set forth in subclauses (A), (B) and (C), above, have occurred. |
MISCELLANEOUS
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1075 Nimitzview Drive
Cincinnati, Ohio 45230
Attn: James R. Gudmens
Facsimile Number: (513) 232-1316
2200 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
Attn: Neil Ganulin
Facsimile Number: (513) 651-6981
1881 Dixie Highway, Suite 350
Ft. Wright, Kentucky 41011
Attn: David H. Wallace
Facsimile Number: (859) 331-5337
50 North Third Street
Newark, Ohio 43055
Attn: C. Daniel DeLawder
Facsimile Number: (740) 349-3765
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52 East Gay Street
Columbus, Ohio 43215
Attn: Elizabeth Turrell Farrar, Esq.
Facsimile Number: (614) 719-4708
50 North Third Street
Newark, Ohio 43055
Attn: C. Daniel DeLawder
Facsimile Number: (740) 349-3765
52 East Gay Street
Columbus, Ohio 43215
Attn: Elizabeth Turrell Farrar, Esq.
Facsimile Number: (614) 719-4708
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ATTEST: | PARK NATIONAL CORPORATION | |||||
/s/ David L. Trautman | By: | /s/ C. Daniel DeLawder | ||||
David L. Trautman, | ||||||
President and Secretary | Printed Name: | C. Daniel DeLawder | ||||
Title: Chairman of the Board and Chief Executive Officer | ||||||
ATTEST: | THE PARK NATIONAL BANK | |||||
/s/ Brenda L. Kutan | By: | /s/ C. Daniel DeLawder | ||||
Brenda L. Kutan, | ||||||
Secretary | Printed Name: | C. Daniel DeLawder | ||||
Title: Chairman of the Board and Chief Executive Officer | ||||||
ATTEST: | ANDERSON BANK COMPANY | |||||
/s/ Thomas P. Finn | By: | /s/ James R. Gudmens | ||||
Thomas P. Finn, | ||||||
Corporate Secretary | Printed Name: | James R. Gudmens | ||||
Title: President and Chief Executive Officer |
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Anderson Bank Company
ANDERSON BANK COMPANY | |||||
By: | |||||
Print Name: | |||||
Title: | |||||
Date: |
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50 North Third Street
Newark, Ohio 43055
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“The common shares represented by this certificate have been issued or transferred to the registered holder as a result of a transaction to which Rule 145 promulgated under the Securities Act of 1933, as amended, applies.” | |||
“The common shares represented by this certificate may only be transferred in accordance with the terms of an agreement dated ___, 2006 between the registered holder hereof and the issuer of the certificate, a copy of which agreement will be mailed to the holder hereof without charge within five days after receipt of written request therefor.” |
“The common shares represented by this certificate have not been registered under the Securities Act of 1933 and were acquired from a person who received such common shares in a transaction to which Rule 145 promulgated under the Securities Act of 1933 applies. The common shares may not be sold, pledged, transferred or otherwise disposed of |
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except in accordance with an exemption from the registration requirements of the Securities Act of 1933.” |
Very truly yours, | |||||
Printed Name: | |||||
Date: |
, 2006
PARK NATIONAL CORPORATION. | |||||
By: | |||||
Printed Name: | |||||
Title: |
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Professional Bank Services, Inc. | The 1000 Building | |||
6200 Dutchman’s Lane, Suite 305 Louisville, Kentucky 40205 | ||||
Atlanta, Chicago, | ||||
Louisville, Nashville, | 502 451-6633 | |||
Ocala | 502 451-6755 (FAX) 800-523-4778 (WATS) | |||
Consultants to the | ||||
Financial Industry | ||||
Professional Bank Services | ||||
August 11, 2006 |
Anderson Bank Company
1075 Nimitzview Drive
Cincinnati, Ohio 45230
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Anderson Bank Company
August 11, 2006
Page 2
• | December 31, 2003, 2004 and 2005 audited annual reports of the Bank. | |
• | December 31, 2004, June 30, 2005, September 30, 2005, December 31, 2005 and March 31, 2006 Consolidated Report of Condition and Income (“Call Reports”) for Anderson. | |
• | June 30, 2006 internal financial statements of the Bank. | |
• | Uniform Bank Performance Reports as of December 31, 2005 and March 31, 2006 for the Bank. | |
• | The Bank’s 2006 operating budget and various internal asset quality, interest rate sensitivity, liquidity, deposit and loan portfolio reports. |
• | All Forms 10-Q, 10-K, 8-K and DEF 14A reports for 2003, 2004, 2005 and year to date 2006 filed by Park with the Securities and Exchange Commission. | |
• | Year-end 2003, 2004 and 2005 audited annual reports of Park. | |
• | Certain 2005 and year-to-date 2006 Park Board of Directors reports and Committee reports. |
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Anderson Bank Company
August 11, 2006
Page 3
• | December 31, 2005 and March 31, 2006 Federal Reserve FY- 9 Consolidated Report of Condition and Income for Park. | |
• | Most recent Uniform Holding Company Performance Report for Park. | |
• | Current consolidated listing of investment portfolio holdings with book and market values. | |
• | Current consolidated month-end delinquency and non-accrual reports for Park. | |
• | Current and historical consolidated analysis of the allowance for loan and lease losses for Park. | |
• | Current consolidated internal loan reports, consolidated problem loan listing with classifications. | |
• | Various other current internal financial and operating reports prepared by Park. |
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of the Ohio Revised Code
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Information Not Required In Prospectus
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INDEMNIFICATION AND INSURANCE
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Exhibit No. | Description of Exhibit | |
2.1 | Amended and Restated Agreement and Plan of Merger, dated to be effective as of August 14, 2006, by and among Park National Corporation (“Park”), The Park National Bank and Anderson Bank Company (the “Anderson Merger Agreement”) (included in Part I as Appendix A to the Prospectus/Proxy Statement included in this Registration Statement)* | |
2.2 | Agreement and Plan of Merger, dated to be effective as of September 14, 2006, by and between Park and Vision Bancshares, Inc. (the “Vision Bancshares Merger Agreement”) (incorporated herein by reference to Exhibit 2.1 to Park’s Current Report on Form 8-K dated and filed on September 20, 2006 (File No. 1-13006) (“Park’s September 20, 2006 Form 8-K”))** | |
3.1 | Articles of Incorporation of Park National Corporation as filed with the Ohio Secretary of State on March 24, 1992 (incorporated herein by reference to Exhibit 3(a) to Park’s Form 8-B, filed on May 20, 1992 (File No. 0-18772) (“Park’s Form 8-B”)) | |
3.2 | Certificate of Amendment to the Articles of Incorporation of Park National Corporation as filed with the Ohio Secretary of State on May 6, 1993 (incorporated herein by reference to Exhibit 3(b) to Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 0-18772)) | |
3.3 | Certificate of Amendment to the Articles of Incorporation of Park National Corporation as filed with the Ohio Secretary of State on April 16, 1996 (incorporated herein by reference to Exhibit 3(a) to Park’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1996 (File No. 1-13006)) | |
3.4 | Certificate of Amendment by Shareholders to the Articles of Incorporation of Park National Corporation as filed with the Ohio Secretary of State on April 22, 1997 (incorporated herein by reference to Exhibit 3(a)(1) to Park’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997 (File No. 1-13006)(“Park’s June 30, 1997 Form 10-Q”)) |
* | The Anderson Disclosure Schedule referenced in the Anderson Merger Agreement has been omitted pursuant to Item 601(b)(2) of Regulation S-K. Park hereby undertakes to furnish supplementally a copy of the Anderson Disclosure Schedule upon request by the Securities and Exchange Commission (the “SEC”). | |
** | The Vision Bancshares Disclosure Schedule referenced in the Vision Bancshares Merger Agreement as well as the form of FIRPTA Certification for Vision Bancshares, Inc. attached to the Vision Bancshares Merger Agreement as Exhibit A, the form of Vision Bancshares, Inc. Affiliate Agreement attached to the Vision Bancshares Merger Agreement as Exhibit B and the forms of employment agreements attached to the Vision Bancshares Merger Agreement as Exhibits C-1 through C-12, have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Park hereby undertakes to furnish supplementally a copy of the Vision Bancshares Disclosure Schedule and the exhibits to the Vision Bancshares Merger Agreement upon request by the SEC. |
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Exhibit No. | Description of Exhibit | |
3.5 | Articles of Incorporation of Park National Corporation (reflecting amendments through April 22, 1997) [for SEC reporting compliance purposes only – not filed with Ohio Secretary of State] (incorporated herein by reference to Exhibit 3(a)(2) to Park’s June 30, 1997 Form 10-Q) | |
3.6 | Regulations of Park National Corporation (incorporated herein by reference to Exhibit 3(b) to Park’s Form 8-B) | |
3.7 | Certified Resolution regarding Adoption of Amendment to Subsection 2.02(A) of the Regulations of Park National Corporation by Shareholders on April 21, 1997 (incorporated herein by reference to Exhibit 3(b)(1) to Park’s June 30, 1997 Form 10-Q) | |
3.8 | 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 (incorporated herein by reference to Exhibit 3.1 to Park’s Current Report on Form 8-K dated and filed on April 18, 2006 (File No. 1-13006)) | |
3.9 | Regulations of Park (reflecting amendments through April 17, 2006) [for purposes of SEC reporting compliance only] (incorporated herein by reference to Exhibit 3.2 to Park’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006 (File No. 1-13006)) | |
4 | Agreement to furnish instruments and agreements defining rights of holders of long-term debt (filed herewith) | |
5 | Opinion of Vorys, Sater, Seymour and Pease LLP, counsel to Park, as to the legality of the securities being registered (filed herewith) | |
8 | Opinion of Vorys, Sater, Seymour and Pease LLP, counsel to Park, as to tax matters (filed herewith) | |
10.1 | Summary of Base Salaries for Executive Officers of Park National Corporation (incorporated herein by reference to Exhibit 10.1 to Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 1-13006) (“Park’s 2005 Form 10-K”)) | |
10.2 | Summary of Incentive Compensation Plan of Park National Corporation (incorporated herein by reference to Exhibit 10.2 to Park’s 2005 Form 10-K) | |
10.3(a) | Split-Dollar Agreement, dated May 17, 1993, between William T. McConnell and The Park National Bank (incorporated herein by reference to Exhibit 10(f) to Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 0-18772)) |
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Exhibit No. | Description of Exhibit | |
10.3(b) | Schedule identifying Split-Dollar Agreements between subsidiaries of Park National Corporation and executive officers or employees of such subsidiaries who are directors or executive officers of Park National Corporation, which Split-Dollar Agreements are identical to the Split-Dollar Agreement, dated May 17, 1993, between William T. McConnell and The Park National Bank (filed herewith) | |
10.4(a) | Split-Dollar Agreement, dated September 3, 1993, between Leon Zazworsky and The Park National Bank (incorporated herein by reference to Exhibit 10.3 to Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (File No. 1-13006) (“Park’s 2003 Form 10-K”)) | |
10.4(b) | Schedule identifying Split-Dollar Agreements between directors of Park National Corporation and The Park National Bank, The Richland Trust Company or The First-Knox National Bank of Mount Vernon as identified in such Schedule, which Split-Dollar Agreements are identical to the Split-Dollar Agreement, dated September 3, 1993, between Leon Zazworsky and The Park National Bank (filed herewith) | |
10.5 | Park National Corporation 1995 Incentive Stock Option Plan (reflects amendments and share dividends through December 15, 2004) (incorporated herein by reference to Exhibit 10.5 to Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (File No. 1-13006) (“Park’s 2004 Form 10-K”)) | |
10.6 | Form of Stock Option Agreement executed in connection with the grant of options under the Park National Corporation 1995 Incentive Stock Option Plan, as amended (incorporated herein by reference to Exhibit 10(i) to Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (File No. 1-13006)) | |
10.7 | Description of Park National Corporation Supplemental Executive Retirement Plan (incorporated herein by reference to Exhibit 10.7 to Park’s 2005 Form 10-K) | |
10.8 | Security Banc Corporation 1987 Stock Option Plan, which was assumed by Park (incorporated herein by reference to Exhibit 10(a) to Park’s Registration Statement on Form S-8 filed April 23, 2001 (Registration No. 333-59378)) | |
10.9 | Security Banc Corporation 1995 Stock Option Plan, which was assumed by Park (incorporated herein by reference to Exhibit 10(b) to Park’s Registration Statement on Form S-8 filed April 23, 2001 (Registration No. 333-59378)) | |
10.10 | Security Banc Corporation 1998 Stock Option Plan, which was assumed by Park (incorporated herein by reference to Exhibit 10(c) to Park’s Registration Statement on Form S-8 filed April 23, 2001 (Registration No. 333-59378)) |
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Exhibit No. | Description of Exhibit | |
10.11 | Employment Agreement, made and entered into as of December 22, 1999, and the Amendment thereto, dated March 23, 2001, between The Security National Bank and Trust Co. (also known as Security National Bank and Trust Co.) and Harry O. Egger (incorporated herein by reference to Exhibit 10(e) to Park’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001 (File No. 1-13006)) | |
10.12 | Park National Corporation Stock Plan for Non-Employee Directors of Park National Corporation and Subsidiaries (incorporated herein by reference to Exhibit 10 to Park’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 (File No. 1-13006)) | |
10.13 | Summary of Certain Compensation for Directors of Park National Corporation (incorporated herein by reference to Exhibit 10.15 to Park’s 2005 Form 10-K) | |
10.14 | Security National Bank and Trust Co. Amended and Restated 1988 Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.16 to Park’s 2004 Form 10-K) | |
10.15 | Park National Corporation 2005 Incentive Stock Option Plan (incorporated herein by reference to Exhibit 10.1 to Park’s Current Report on Form 8-K dated and filed on April 20, 2005 (File No. 1-13006) (“Park’s April 20, 2005 Form 8-K”)) | |
10.16 | Form of Stock Option Agreement to be used in connection with the grant of incentive stock options under the Park National Corporation 2005 Incentive Stock Option Plan (incorporated herein by reference to Exhibit 10.2 to Park’s April 20, 2005 Form 8-K) | |
10.17 | Employment Agreement for J. Daniel Sizemore, entered into September 14, 2006, by and among Park; Vision Bank, an Alabama banking corporation; Vision Bank, a Florida banking corporation; and J. Daniel Sizemore (to be effective as of the effective time of the merger of Vision Bancshares, Inc. with and into Park) (incorporated herein by reference to Exhibit 10.1 to Park’s September 20, 2006 Form 8-K) | |
12 | Computation of ratios (filed herewith) | |
21 | Subsidiaries of Park National Corporation (incorporated herein by reference to Exhibit 21 of Park’s 2005 Form 10-K) | |
23.1 | Consent of Ernst & Young LLP (filed herewith) | |
23.2 | Consent of Professional Bank Services, Inc. (filed herewith) | |
23.3 | Consent of Vorys, Sater, Seymour and Pease LLP relating to opinion as to the legality of the securities being registered (included in Exhibit 5) |
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Exhibit No. | Description of Exhibit | |
23.4 | Consent of Vorys, Sater, Seymour and Pease LLP relating to opinion as to tax matters (included in Exhibit 8) | |
24 | Power of Attorney (included on signature page) | |
99.1 | Form of Revocable Proxy for special meeting of shareholders of Anderson Bank Company (filed herewith) | |
99.2 | Form of Election Form/Letter of Transmittal (to be filed by amendment) |
(b) | Financial Statement Schedules | ||
Not applicable. | |||
(c) | Report, Opinion or Appraisal | ||
The Opinion of Professional Bank Services, Inc. is included as Annex B to the prospectus/proxy statement. |
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(a) | The undersigned Registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; | ||
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and | ||
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof. | ||
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof. | |
(c)(1) | The undersigned Registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
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(2)The undersigned Registrant hereby undertakes that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initialbona fideoffering thereof. |
(d) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. | |
(e) | The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus/proxy statement which forms a part of the registration statement pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. | |
(f) | The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. |
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PARK NATIONAL CORPORATION | ||||
By: | /s/ C. Daniel DeLawder | |||
C. Daniel DeLawder | ||||
Chairman of the Board and Chief Executive Officer | ||||
Name | Date | Capacity | ||
/s/ C. Daniel DeLawder | October 16, 2006 | Chairman of the Board, Chief Executive Officer and Director | ||
/s/ David L. Trautman | October 16, 2006 | President, Secretary and Director | ||
/s/ John W. Kozak | October 16, 2006 | Chief Financial Officer and Principal Accounting Officer | ||
/s/ Maureen Buchwald | October 16, 2006 | Director | ||
/s/ James J. Cullers | October 16, 2006 | Director |
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Name | Date | Capacity | ||
/s/ Robert E. Dixon | October 16, 2006 | Director | ||
/s/ Harry O. Egger | October 16, 2006 | Director | ||
/s/ F. William Englefield IV | October 16, 2006 | Director | ||
/s/ William T. McConnell | October 16, 2006 | Director | ||
/s/ John J. O’Neill | October 16, 2006 | Director | ||
/s/ William A. Phillips | October 16, 2006 | Director | ||
/s/ J. Gilbert Reese | October 16, 2006 | Director | ||
/s/ Rick R. Taylor | October 16, 2006 | Director | ||
/s/ Leon Zazworsky | October 16, 2006 | Director |
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Exhibit No. | Description of Exhibit | |
2.1 | Amended and Restated Agreement and Plan of Merger, dated to be effective as of August 14, 2006, by and among Park National Corporation (“Park”), The Park National Bank and Anderson Bank Company (the “Anderson Merger Agreement”) (included in Part I as Appendix A to the Prospectus/Proxy Statement included in this Registration Statement)* | |
2.2 | Agreement and Plan of Merger, dated to be effective as of September 14, 2006, by and between Park and Vision Bancshares, Inc. (the “Vision Bancshares Merger Agreement”) (incorporated herein by reference to Exhibit 2.1 to Park’s Current Report on Form 8-K dated and filed on September 20, 2006 (File No. 1-13006) (“Park’s September 20, 2006 Form 8-K”))** | |
3.1 | Articles of Incorporation of Park National Corporation as filed with the Ohio Secretary of State on March 24, 1992 (incorporated herein by reference to Exhibit 3(a) to Park’s Form 8-B, filed on May 20, 1992 (File No. 0-18772) (“Park’s Form 8-B”)) | |
3.2 | Certificate of Amendment to the Articles of Incorporation of Park National Corporation as filed with the Ohio Secretary of State on May 6, 1993 (incorporated herein by reference to Exhibit 3(b) to Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 0-18772)) | |
3.3 | Certificate of Amendment to the Articles of Incorporation of Park National Corporation as filed with the Ohio Secretary of State on April 16, 1996 (incorporated herein by reference to Exhibit 3(a) to Park’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1996 (File No. 1-13006)) | |
3.4 | Certificate of Amendment by Shareholders to the Articles of Incorporation of Park National Corporation as filed with the Ohio Secretary of State on April 22, 1997 (incorporated herein by reference to Exhibit 3(a)(1) to Park’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997 (File No. 1-13006)(“Park’s June 30, 1997 Form 10-Q”)) |
* | The Anderson Disclosure Schedule referenced in the Anderson Merger Agreement has been omitted pursuant to Item 601(b)(2) of Regulation S-K. Park hereby undertakes to furnish supplementally a copy of the Anderson Disclosure Schedule upon request by the Securities and Exchange Commission (the “SEC”). | |
** | The Vision Bancshares Disclosure Schedule referenced in the Vision Bancshares Merger Agreement as well as the form of FIRPTA Certification for Vision Bancshares, Inc. attached to the Vision Bancshares Merger Agreement as Exhibit A, the form of Vision Bancshares, Inc. Affiliate Agreement attached to the Vision Bancshares Merger Agreement as Exhibit B and the forms of employment agreements attached to the Vision Bancshares Merger Agreement as Exhibits C-1 through C-12, have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Park hereby undertakes to furnish supplementally a copy of the Vision Bancshares Disclosure Schedule and the exhibits to the Vision Bancshares Merger Agreement upon request by the SEC. |
Table of Contents
Exhibit No. | Description of Exhibit | |
3.5 | Articles of Incorporation of Park National Corporation (reflecting amendments through April 22, 1997) [for SEC reporting compliance purposes only – not filed with Ohio Secretary of State] (incorporated herein by reference to Exhibit 3(a)(2) to Park’s June 30, 1997 Form 10-Q) | |
3.6 | Regulations of Park National Corporation (incorporated herein by reference to Exhibit 3(b) to Park’s Form 8-B) | |
3.7 | Certified Resolution regarding Adoption of Amendment to Subsection 2.02(A) of the Regulations of Park National Corporation by Shareholders on April 21, 1997 (incorporated herein by reference to Exhibit 3(b)(1) to Park’s June 30, 1997 Form 10-Q) | |
3.8 | 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 (incorporated herein by reference to Exhibit 3.1 to Park’s Current Report on Form 8-K dated and filed on April 18, 2006 (File No. 1-13006)) | |
3.9 | Regulations of Park (reflecting amendments through April 17, 2006) [for purposes of SEC reporting compliance only] (incorporated herein by reference to Exhibit 3.2 to Park’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006 (File No. 1-13006)) | |
4 | Agreement to furnish instruments and agreements defining rights of holders of long-term debt (filed herewith) | |
5 | Opinion of Vorys, Sater, Seymour and Pease LLP, counsel to Park, as to the legality of the securities being registered (filed herewith) | |
8 | Opinion of Vorys, Sater, Seymour and Pease LLP, counsel to Park, as to tax matters (filed herewith) | |
10.1 | Summary of Base Salaries for Executive Officers of Park National Corporation (incorporated herein by reference to Exhibit 10.1 to Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 1-13006) (“Park’s 2005 Form 10-K”)) | |
10.2 | Summary of Incentive Compensation Plan of Park National Corporation (incorporated herein by reference to Exhibit 10.2 to Park’s 2005 Form 10-K) | |
10.3(a) | Split-Dollar Agreement, dated May 17, 1993, between William T. McConnell and The Park National Bank (incorporated herein by reference to Exhibit 10(f) to Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 0-18772)) |
Table of Contents
Exhibit No. | Description of Exhibit | |
10.3(b) | Schedule identifying Split-Dollar Agreements between subsidiaries of Park National Corporation and executive officers or employees of such subsidiaries who are directors or executive officers of Park National Corporation, which Split-Dollar Agreements are identical to the Split-Dollar Agreement, dated May 17, 1993, between William T. McConnell and The Park National Bank (filed herewith) | |
10.4(a) | Split-Dollar Agreement, dated September 3, 1993, between Leon Zazworsky and The Park National Bank (incorporated herein by reference to Exhibit 10.3 to Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (File No. 1-13006) (“Park’s 2003 Form 10-K”)) | |
10.4(b) | Schedule identifying Split-Dollar Agreements between directors of Park National Corporation and The Park National Bank, The Richland Trust Company or The First-Knox National Bank of Mount Vernon as identified in such Schedule, which Split-Dollar Agreements are identical to the Split-Dollar Agreement, dated September 3, 1993, between Leon Zazworsky and The Park National Bank (filed herewith) | |
10.5 | Park National Corporation 1995 Incentive Stock Option Plan (reflects amendments and share dividends through December 15, 2004) (incorporated herein by reference to Exhibit 10.5 to Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (File No. 1-13006) (“Park’s 2004 Form 10-K”)) | |
10.6 | Form of Stock Option Agreement executed in connection with the grant of options under the Park National Corporation 1995 Incentive Stock Option Plan, as amended (incorporated herein by reference to Exhibit 10(i) to Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (File No. 1-13006)) | |
10.7 | Description of Park National Corporation Supplemental Executive Retirement Plan (incorporated herein by reference to Exhibit 10.7 to Park’s 2005 Form 10-K) | |
10.8 | Security Banc Corporation 1987 Stock Option Plan, which was assumed by Park (incorporated herein by reference to Exhibit 10(a) to Park’s Registration Statement on Form S-8 filed April 23, 2001 (Registration No. 333-59378)) | |
10.9 | Security Banc Corporation 1995 Stock Option Plan, which was assumed by Park (incorporated herein by reference to Exhibit 10(b) to Park’s Registration Statement on Form S-8 filed April 23, 2001 (Registration No. 333-59378)) | |
10.10 | Security Banc Corporation 1998 Stock Option Plan, which was assumed by Park (incorporated herein by reference to Exhibit 10(c) to Park’s Registration Statement on Form S-8 filed April 23, 2001 (Registration No. 333-59378)) |
Table of Contents
Exhibit No. | Description of Exhibit | |
10.11 | Employment Agreement, made and entered into as of December 22, 1999, and the Amendment thereto, dated March 23, 2001, between The Security National Bank and Trust Co. (also known as Security National Bank and Trust Co.) and Harry O. Egger (incorporated herein by reference to Exhibit 10(e) to Park’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001 (File No. 1-13006)) | |
10.12 | Park National Corporation Stock Plan for Non-Employee Directors of Park National Corporation and Subsidiaries (incorporated herein by reference to Exhibit 10 to Park’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 (File No. 1-13006)) | |
10.13 | Summary of Certain Compensation for Directors of Park National Corporation (incorporated herein by reference to Exhibit 10.15 to Park’s 2005 Form 10-K) | |
10.14 | Security National Bank and Trust Co. Amended and Restated 1988 Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.16 to Park’s 2004 Form 10-K) | |
10.15 | Park National Corporation 2005 Incentive Stock Option Plan (incorporated herein by reference to Exhibit 10.1 to Park’s Current Report on Form 8-K dated and filed on April 20, 2005 (File No. 1-13006) (“Park’s April 20, 2005 Form 8-K”)) | |
10.16 | Form of Stock Option Agreement to be used in connection with the grant of incentive stock options under the Park National Corporation 2005 Incentive Stock Option Plan (incorporated herein by reference to Exhibit 10.2 to Park’s April 20, 2005 Form 8-K) | |
10.17 | Employment Agreement for J. Daniel Sizemore, entered into September 14, 2006, by and among Park; Vision Bank, an Alabama banking corporation; Vision Bank, a Florida banking corporation; and J. Daniel Sizemore (to be effective as of the effective time of the merger of Vision Bancshares, Inc. with and into Park) (incorporated herein by reference to Exhibit 10.1 to Park’s September 20, 2006 Form 8-K) | |
12 | Computation of ratios (filed herewith) | |
21 | Subsidiaries of Park National Corporation (incorporated herein by reference to Exhibit 21 of Park’s 2005 Form 10-K) | |
23.1 | Consent of Ernst & Young LLP (filed herewith) | |
23.2 | Consent of Professional Bank Services, Inc. (filed herewith) | |
23.3 | Consent of Vorys, Sater, Seymour and Pease LLP relating to opinion as to the legality of the securities being registered (included in Exhibit 5) |
Table of Contents
Exhibit No. | Description of Exhibit | |
23.4 | Consent of Vorys, Sater, Seymour and Pease LLP relating to opinion as to tax matters (included in Exhibit 8) | |
24 | Power of Attorney (included on signature page) | |
99.1 | Form of Revocable Proxy for special meeting of shareholders of Anderson Bank Company (filed herewith) | |
99.2 | Form of Election Form/Letter of Transmittal (to be filed by amendment) |