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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 28, 1996
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FIRST KNOX BANC CORP
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(Exact name of registrant as specified in its charter)
UNITED STATES 0-13161 31-1121049
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(State or other jurisdiction of (Commission (IRS Employer
incorporated or organization) File Number) Identification No.)
One South Main Street, Mount Vernon, Ohio 43050
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 393-5500
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Shares, $3.125 par value per share 3,755,618
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(Class) (Outstanding at October 28, 1996)
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FIRST KNOX BANC CORP.
Mount Vernon, Ohio
TABLE OF CONTENTS
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Page
Item 5: Other Events 3
Item 7: Financial Statements and Exhibits 3
Signatures 4
Index of Exhibits 5
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FIRST KNOX BANC CORP.
Mount Vernon, Ohio
ITEM 5. OTHER EVENTS
On Monday, October 28, 1996, Registrant entered into an Agreement and
Plan of Merger ("Agreement") with Park National Corporation ("Park National"), a
bank holding company headquartered in Newark, Ohio, whereby Park National will
acquire Registrant. Under the terms of the Agreement, Park National will
exchange 0.5914 shares of Park National common stock for each share of
Registrant's outstanding common stock in a tax free exchange. Park National
expects to issue an aggregate of 2,345,000 shares of common stock to complete
the merger which will be accounted for as a pooling-of-interests. The exact
exchange ratio will be determined pursuant to a formula that is based upon,
among other things, the market price of Park National common stock and the
number of shares of Registrant's common stock outstanding or subject to options
prior to closing. The transaction is valued at approximately $29.00 per share of
Registrant's common stock, or approximately $114.3 million based on the $48.75
closing price of Park National common stock on October 25, 1996. Closing of the
transaction is subject to certain conditions including regulatory approval and
the approval of the shareholders of Registrant and Park National.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS.
10(a) Agreement and Plan of Merger dated October 28, 1996
10(b) Joint press release by Registrant and Park National
dated October 29, 1996
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FIRST KNOX BANC CORP.
Mount Vernon, Ohio
SIGNATURES
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Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST KNOX BANC CORP.
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(Registrant)
November 1, 1996 /s/ Carlos E. Watkins
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Date Carlos E. Watkins
President and Chief Executive Officer
November 1, 1996 /s/ Ian Watson
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Date Ian Watson
Vice President and Secretary
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FIRST KNOX BANC CORP.
Mount Vernon, Ohio
INDEX OF EXHIBITS
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EXHIBIT
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10(a) Agreement and Plan of Merger dated October 28, 1996
10(b) Joint press release of Registrant and Park National dated
October 29, 1996
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