Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - PARK NATIONAL CORP /OH/ | ex991prkndbmergerelecremin.htm |
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) | June 14, 2018 |
Park National Corporation |
(Exact name of registrant as specified in its charter) |
Ohio | 1-13006 | 31-1179518 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
50 North Third Street, P.O. Box 3500, Newark, Ohio | 43058-3500 |
(Address of principal executive offices) | (Zip Code) |
(740) 349-8451 |
(Registrant’s telephone number, including area code) |
Not Applicable |
(Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 | Other Events. |
On June 14, 2018, Park National Corporation (the “Company”) and NewDominion Bank (“NewDominion”) issued a press release reminding security holders of NewDominion that (1) the previously announced merger of NewDominion with and into the Company’s banking subsidiary, The Park National Bank (the “Merger”), pursuant to the Agreement and Plan of Merger and Reorganization, dated as of January 22, 2018, by and among the Company, The Park National Bank and NewDominion (the “Merger Agreement”), is expected to close on or about July 1, 2018, and (2) the election deadline for holders of NewDominion common stock and certain NewDominion equity awards to elect the form of consideration they wish to receive in the Merger, subject to the allocation and proration procedures set forth in the Merger Agreement, will be 5:00 p.m., Eastern Time, on June 28, 2018. The election materials were mailed on or about May 31, 2018 to NewDominion security holders of record as of the business day immediately prior to the mailing.
Questions regarding the election materials may be directed to the exchange agent, Broadridge Corporate Issuer Solutions, at (855) 793-5068.
A copy of the press release containing the announcements is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
99.1Press Release dated June 14, 2018.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
PARK NATIONAL CORPORATION | ||
Dated: June 14, 2018 | By: | /s/ Brady T. Burt |
Brady T. Burt | ||
Chief Financial Officer, Secretary and Treasurer | ||