Exhibit 99
NEWS RELEASE
For Release: August 3, 2004
Contact:
Park National First Federal
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John W. Kozak, CFO, 740-349-3792 Bill Plummer, President, 740-588-2263
Jerry Nethers, Connie LaPlante,
VP Marketing, 740-349-3710 Treasurer, 740-588-2265
PARK NATIONAL CORPORATION TO ACQUIRE
FIRST FEDERAL BANCORP, INC. OF ZANESVILLE, OHIO
Newark, Ohio - Park National Corporation (AMEX: PRK) and First
Federal Bancorp, Inc. (NASDAQ: FFBZ) jointly announced today that they
have signed a definitive agreement and plan of merger which will result in
the acquisition of First Federal Bancorp, Inc. ("First Federal") by Park
National Corporation ("Park") through the merger of a newly-formed
subsidiary of Park with and into First Federal in an all-cash transaction,
immediately followed by the merger of the surviving corporation into Park.
The headquarters for First Federal and its subsidiary First Federal Savings
Bank of Eastern Ohio ("First Federal Savings Bank") is Zanesville, Ohio.
First Federal Savings Bank has approximately $250 million in assets and
operates from six full-service financial service offices and a loan
production office. The main office and two full-service branch offices are
located in Zanesville. The other full-service offices are located in
Roseville, Coshocton and Newcomerstown, Ohio. The loan production office
is located in Gahanna, Ohio.
The merger transactions are anticipated to be completed in the fourth
quarter of 2004, and require the approval of appropriate regulatory
authorities and of the shareholders of First Federal. Under the terms of
the agreement and plan of merger, shareholders of First Federal will
receive cash in the amount of $13.25 per share for each common share of
First Federal outstanding immediately prior to the closing. Each
outstanding option granted under a First Federal stock option plan will be
cancelled and extinguished and converted into the right to receive an
amount
News Release August 3, 2004
of cash equal to product of (1) (a) $13.25 minus (b) the exercise price of
the option, multiplied by (2) the number of First Federal common shares
subject to the unexercised portion of the option. As of August 3, 2004,
First Federal had 3,286,221 common shares outstanding and options covering
an aggregate of 335,925 common shares with a weighted average exercise
price of $6.12 per share.
Following completion of the merger transactions, First Federal Savings Bank
will merge into Century National Bank ("Century") of Zanesville, Ohio, a
subsidiary of Park. Century has approximately $500 million in assets and
operates eleven full-service financial service offices in five counties
throughout Southeastern Ohio. On a combined basis with First Federal
Savings Bank, Century would have approximately $750 million in assets and
operate seventeen full-service financial services offices in six counties.
Dan DeLawder, President and CEO of Park, said, "We are very pleased to
welcome First Federal and First Federal Savings Bank into the Park family
of community-based banks. We believe considerable opportunity exists to
expand on the commercial banking services available to the customers of
First Federal Savings Bank. Combining the excellence and skills of the
professionals at First Federal Savings Bank with our team of banking
associates at Century will further enhance our ability to deliver
extraordinary levels of service to Southeastern Ohio."
First Federal President and Chief Executive Officer Bill Plummer said, "We
are pleased to announce the acquisition of First Federal by Park. The
merger of First Federal Savings Bank into Century helps us to remain
dedicated to truly local banking service and allows us to offer expanded
commercial banking services such as a full service trust department to our
customers."
Park National Corporation is a Newark, Ohio based bank holding company with
$5.1 billion of total consolidated assets. Operating in twenty-six
counties, Park's significant subsidiaries include The Park National Bank,
Fairfield National Division, The Richland Trust Company, Century National
Bank, The First-Knox National Bank, Farmers and Savings Division, United
Bank, N.A., Second National Bank, The Security National Bank and Trust Co.,
Unity National Division, The Citizens National Bank of Urbana, Scope
Leasing, Inc., and Guardian Finance.
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News Release August 3, 2004
Park National Corporation affiliates operate one hundred sixteen financial
service offices and a network of one hundred seventeen automatic teller
machines.
Safe Harbor Statement: Except for the historical and present factual
information contained in this press release, the matters discussed in this
press release, including statements as to the expected benefits of the
merger such as efficiencies, market profile, product offerings and
financial strength, and the competitive ability and position of the
combined company, and other statements identified by words such as
"expects," "believes," "plans," and similar expressions are forward-looking
statements within the meaning of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to risks and uncertainties that may cause actual
results to differ materially from those set forth in the forward-looking
statements, including the following: the ability to obtain regulatory
approvals of the merger on the proposed terms and schedule; the failure of
First Federal shareholders to approve the merger; the possibility that
costs or difficulties related to the integration of our businesses will be
greater than expected or that the cost savings and any revenue synergies of
the combined entities following the merger may be lower or take longer to
realize than expected; disruptions from the merger making it more difficult
to maintain relationships with customers, employees or suppliers; the
impact of competition; and other risk factors relating to our industry as
detailed from time to time in each of Park's and First Federal's reports
filed with the SEC. Park and First Federal disclaim any responsibility to
update these forward-looking statements.
Additional Information And Where To Find It: First Federal will file a
proxy statement concerning the proposed merger with the SEC. Shareholders
of First Federal are urged to read the proxy statement carefully when it
becomes available because it will contain important information.
Shareholders of First Federal will be able to obtain a free copy of the
proxy statement, as well as other filings containing information about
First Federal and Park, free of charge through the website maintained by
the SEC at http://www.sec.gov. In addition, First Federal shareholders may
obtain copies of the proxy statement, and the filings with the SEC that
will be incorporated into the proxy statement, free of charge by requesting
them in writing from First Federal Bancorp, Inc., 505 Market Street,
Zanesville, Ohio 43701, Attention: Amy DeWitt, or by telephone at (740)
588-2264.
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News Release August 3, 2004
The directors and executive officers of First Federal and other persons may
be deemed to be participants in the solicitation of proxies from the
shareholders of First Federal in respect of the proposed merger.
Information about the directors and executive officers of First Federal and
their ownership of First Federal common shares is set forth in the proxy
statement for First Federal's 2004 annual meeting of shareholders filed
with the SEC on January 7, 2004. Other information regarding the
participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will be
contained in the proxy statement of First Federal and other relevant
materials to be filed with the SEC when they become available.
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