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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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P. H. GLATFELTER COMPANY
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(Exact name of issuer as specified in its charter)
Pennsylvania 23-0628360
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Spring Grove, Pennsylvania 17362
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(Address of Principal Executive Offices) (Zip Code)
P. H. Glatfelter Company
Stock Purchase Plan For
Hourly Employees - Neenah Mill
------------------------------
(Full title of the plan)
Robert S. Wood, Secretary
228 S. Main Street
Spring Grove, PA 17362
-----------------------
(Name and address of agent for service)
(717) 225-4711
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(Telephone number, including area code, of agent for service)
Copies to:
Morris Cheston, Jr., Esquire
Ballard Spahr Andrews & Ingersoll
1735 Market Street - 51st Floor
Philadelphia, Pennsylvania 19103
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CALCULATION OF REGISTRATION FEE
-------------------------------
- ----------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share (2) Price (2) Fee
- ----------------------------------------------------------------------------
Common Stock
$.01 par value 90,000 $16.50 $1,485,000 $512.07
- ----------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration
Statement shall be deemed to cover an indeterminate number of additional
shares of Common Stock issuable in the event the number of outstanding
shares of the Company is increased by split-up, reclassification, stock
dividend and the like.
(2) Estimated solely for the purpose of computing the registration fee. In
accordance with Securities and Exchange Commission Rule 457(c), the price
shown is based on the average of the high and low price per share of Common
Stock of the Company on June 24, 1994, $16.50, as traded on the American
Stock Exchange.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required to be included in
PART I of this Registration Statement will be given or sent to all persons who
are eligible to participate in the P. H. Glatfelter Stock Purchase Plan for
Hourly Employees -Neenah Mill (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.- INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The following documents filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 by P. H. Glatfelter
Company (the "Company") (File No. 1-3560) are incorporated herein by reference:
(a) The Annual Report of the Company on Form 10-K for the year
ended December 31, 1993.
(b) The Quarterly Report of the Company on Form 10-Q for the
quarter ended March 31, 1994.
(c) The Current Report of the Company on Form 8-K dated
June 22, 1994.
Each document filed by the Company subsequent to the date hereof
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such document.
Item 4.- DESCRIPTION OF SECURITIES
-------------------------
Common Stock
- ------------
Holders of Common Stock, $.01 par value, are entitled to one vote per
share and to vote cumulatively for directors. Therefore, each shareholder is
entitled to cast as many votes in the election of directors as shall be equal to
the number of shares of Common Stock held by such shareholder on the record
date, multiplied by the number of directors to be elected. Under the Company's
present by-laws, the directors are divided into three classes, two classes
consisting of four directors each and
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one class consisting of three directors. As a result of the classified Board, a
shareholder will need to own a greater number of shares in order to be assured
of electing a director than would be necessary if the Board were not classified.
Holders of Common Stock do not have pre-emptive rights.
The Common Stock is junior in all respects to the Company's Preferred
Stock, par value $50. The Common Stock is entitled to dividends as declared by
the Board of Directors and may be repurchased by the Company, subject to the
satisfaction of dividend and sinking fund requirements with respect to
outstanding Preferred Stock. There are currently no outstanding shares of
Preferred Stock.
The Transfer Agent and Registrar for the Common Stock is currently
Wachovia Bank of North Carolina, N.A., Winston-Salem, North Carolina. The
Common Stock of the Company is currently traded on the American Stock Exchange.
On June 20, 1994, there were 120,000,000 authorized shares of Common
Stock of the Company and 44,049,868 outstanding shares of Common Stock.
Item 5.- INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Not applicable.
Item 6.- INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
See Section 16A and Sections 26A through 26G of the Company's By-laws
and Sections 1741 through 1750 of the Pennsylvania Business Corporation Law of
1988.
The Company's By-laws include a provision to eliminate the personal
liability of its directors for monetary damages for breach or alleged breach of
their duty of care to the full extent permitted by Pennsylvania law. In
addition, the Company's By-laws provide that the Company shall indemnify its
directors and officers to the full extent permitted by Pennsylvania law.
The Company has insurance coverage for losses by any person who is or
hereafter may be a director or officer of the Company arising from claims
against that person for any wrongful act (subject to certain exceptions) in his
capacity as a director or officer of the Company. The policy also provides for
reimbursement to the Company for indemnification given by the Company, pursuant
to common or statutory law or its Articles of Incorporation or By-laws to any
such person arising from any such claim. The policy's coverage is limited to a
maximum of $15,000,000 for each loss and each policy year and there is a
deductible of $1,000,000 for the Company.
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Item 7.- EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
Item 8.- EXHIBITS
--------
4 Specimen copy of Common Stock Certificate
5 Opinion of Ballard Spahr Andrews & Ingersoll
15 Letter re unaudited interim financial information
24(a) Consent of Deloitte & Touche
24(b) Consent of Ballard Spahr Andrews & Ingersoll
(included in Exhibit 5)
25 Power of Attorney (included on signature page)
28 P. H. Glatfelter Company Stock Purchase Plan for Hourly Employees -
Neenah Mill
Item 9.- UNDERTAKINGS
------------
A. Rule 415 Offering
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;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change in such information in the
registration statement;
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
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amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from any registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. Filings Incorporating Subsequent Exchange Act Documents By Reference
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 section 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 shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8
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 Act 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
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appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
----------
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Spring Grove, Commonwealth of Pennsylvania, on
June 27, 1994.
P. H. GLATFELTER COMPANY
By: /s/ R. P. Newcomer
-----------------------
R. P. Newcomer
Vice President and
Treasurer (Principal
Financial Officer)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R.P. Newcomer and R.S. Wood, and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
- --------- ----- ----
/s/ P. H. Glatfelter III Chairman Emeritus July 1, 1994
- ------------------------- and Director
P. H. Glatfelter III
/s/ T. C. Norris Chairman, President, July 1, 1994
- ------------------------- Chief Executive
T. C. Norris Officer and Director
/s/ R. P. Newcomer Vice President and July 1, 1994
- ------------------------- Treasurer (Principal
R. P. Newcomer Financial Officer)
/s/ C. M. Smith Comptroller July 1, 1994
- -------------------------
C. M. Smith
/s/ G. Baldwin, Jr. Director July 1, 1994
- -------------------------
G. Baldwin, Jr.
/s/ R. E. Chappell Director July 1, 1994
- -------------------------
R. E. Chappell
/s/ G. H. Glatfelter Director July 1, 1994
- -------------------------
G. H. Glatfelter
/s/ G. H. Glatfelter, II Director July 1, 1994
- -------------------------
G. H. Glatfelter, II
/s/ R. S. Hillas Director July 1, 1994
- -------------------------
R. S. Hillas
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/s/ M. A. Johnson, II Director July 1, 1994
- -------------------------
M. A. Johnson, II
Director
- -------------------------
J. W. Kennedy
/s/ P. R. Roedel Director July 1, 1994
- -------------------------
P. R. Roedel
/s/ J. M. Sanzo Director July 1, 1994
- -------------------------
J. M. Sanzo
/s/ R. L. Smoot Director July 1, 1994
- -------------------------
R. L. Smoot
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
4 Specimen copy of Common Stock
Certificate
5 Opinion of Ballard Spahr Andrews &
Ingersoll
15 Letter re unaudited interim financial
information
24(a) Consent of Deloitte & Touche
24(b) Consent of Ballard Spahr
Andrews & Ingersoll (included
in Exhibit 5)
25 Power of Attorney (included on
signature page)
28 P. H. Glatfelter Company Stock
Purchase Plan for Hourly
Employees - Neenah Mill
11
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EXHIBIT (4)
SPECIMEN COPY OF COMMON STOCK CERTIFICATE
CB 69957 (LOGO OF P.H. GLATFELTER COMPANY APPEARS HERE) Shares
COMMON STOCK P.H. GLATFELTER COMPANY COMMON STOCK
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA
THIS CERTIFIES that CUSIP 377316 10 4
-----------------------------------
SEE REVERSE FOR CERTAIN DEFINITIONS
Is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK,
PAR VALUE $.01 PER SHARE, OF
P. H. GLATFELTER COMPANY, transferable only on the books of the Company by the
holder hereof, in person or by attorney, upon surrender of this Certificate
properly endorsed. This certificate and the shares represented hereby are
issued and shall be held subject to the provisions of the Articles of
Incorporation, and the amendments thereof, of the Company (copies of which are
on file with the Transfer Agent), to all of which the holder by acceptance
hereof assents. A statement with respect thereto may be obtained as stated on
the back of this certificate. This certificate is not valid unless counter-
signed by the Transfer Agent and registered by the Registrar.
IN WITNESS WHEREOF the said Company has caused this Certificate to be
signed with the facsimile signatures of its duly authorized officers, and its
facsimile seal to be hereunto affixed.
(SEAL APPEARS HERE) Dated Feb. 03, 1994
/s/ R.S. Wood /s/ T.C. Norris
SECRETARY PRESIDENT
P.H. GLATFELTER COMPANY
The Company will furnish to any shareholder upon request and without
charge a full statement of the designations, preferences, limitations and
relative rights of the shares of each class of stock authorized to be issued;
the variations in the relative rights and preferences between the shares of
each series of preferred stock, so far as the same have been fixed and
determined; and the authority of the Board of Directors to fix and determine
the relative rights and preferences of subsequent series. Such request may be
made to the Secretary of P.H. Glatfelter Company, Spring Grove, Pennsylvania
or to the Transfer Agent.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT--____Custodian____
(Cust) (Minor)
TEN ENT --as tenants by the entireties under Uniform Gifts to Minors
JT TEN --as joint tenants with right of Act __________________
survivorship and not as tenants (State)
in common
Additional abbreviations may also
be used though not in the above
list.
For value received _________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ----------------------------------
| |
- --------------------------------------------------------------------------------
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the capital stock, represented by the within Certificate, and to hereby
irrevocably constitute and appoint _____________________________________________
________________________________________________________________________________
Attorney to transfer the said stock on the books of the within named Company
with full power of substitution in the premises.
Dated: __________________
__________________________________________
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EXHIBIT (5)
(LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL APPEARS HERE)
July 1, 1994
P. H. Glatfelter Company
228 S. Main Street
Spring Grove, PA 17362
Re: Shares of Common Stock Subject to Purchase Under
the P. H. Glatfelter Company Stock Purchase
Plan for Hourly Employees - Neenah Mill
------------------------------------------------
Gentlemen:
We have acted as counsel to P. H. Glatfelter Company (the "Company")
in connection with the registration under the Securities Act of 1933, as
amended, of 90,000 shares of common stock of the Company, par value $.01 per
share (the "Shares"), issuable under the P. H. Glatfelter Company Stock Purchase
Plan for Hourly Employees --Neenah Mill (the "Plan").
In rendering our opinion, we have reviewed such certificates,
documents, corporate records and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below. In
giving this opinion, we are assuming the authenticity of all instruments
presented to us as originals, the conformity with the originals of all
instruments presented to us as copies and the genuineness of all signatures.
Based upon the foregoing, we are of the opinion that the 90,000 Shares
covered by the Plan, when issued in accordance with the terms of the Plan, will
be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
<PAGE>
EXHIBIT (15)
LETTER IN LIEU OF CONSENT REGARDING REVIEW REPORT OF UNAUDITED
--------------------------------------------------------------
FINANCIAL INFORMATION
---------------------
P.H. Glatfelter Company:
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited condensed
consolidated financial statements of P.H. Glatfelter Company and subsidiaries
for the three-month periods ended March 31, 1994 and 1993, as indicated in our
report dated April 14, 1994; because we did not perform an audit, we expressed
no opinion on that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 is being
used in this Registration Statement.
We also are aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1993, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that
Act.
DELOITTE & TOUCHE
June 30, 1994
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EXHIBIT (24(a))
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
P. H. Glatfelter Company
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 11, 1994 on the consolidated
financial statements of P. H. Glatfelter Company and subsidiaries appearing in
and incorporated by reference in your Annual Report on Form 10-K for the
fiscal year ended December 31, 1993.
DELOITTE & TOUCHE
Philadelphia, Pennsylvania
June 30, 1994
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EXHIBIT (28)
P. H. GLATFELTER COMPANY
STOCK PURCHASE PLAN FOR HOURLY EMPLOYEES - NEENAH MILL
1. Purpose. The purpose of this Stock Purchase Plan for Hourly Employees
- - Neenah Mill (hereinafter called the "Plan") of P. H. Glatfelter Company, a
Pennsylvania corporation (hereinafter called "Glatfelter"), is to secure for
Glatfelter and its shareholders the benefits of the incentive which an interest
in the ownership of shares of Common Stock, par value $.01 per share, of
Glatfelter (the "Shares") will provide to its employees, who will contribute to
Glatfelter's future growth and continued success.
2. Participation. Only "Eligible Employees" (as hereinafter defined)
shall be entitled to participate in the Plan. An "Eligible Employee" shall be a
permanent full-time hourly employee of the Neenah Mill who has been regularly
and continuously employed on a full-time basis by Glatfelter for at least two
(2) years.
An Eligible Employee may become a Participant in the Plan ("Participant")
by delivering to the Personnel Office of Glatfelter, the prescribed election
form. The first election by an Eligible Employee shall be effective on the
first pay date following August 1, 1994 and thereafter on the first pay date in
January, April, July or October next succeeding the month in which the election
form was delivered to the Personnel Office (the "Entry Date"), provided such
form is delivered on or before the 15th day of the month preceding the Entry
Date. A Participant's election shall remain in effect until revoked or modified
by filing a new election form with the Personnel Office on or prior to the 15th
day of the month preceding any succeeding Entry Date, or until such Participant
is suspended from participation as described in the following paragraph. Any
modification or revocation shall become effective as of the succeeding Entry
Date.
An Eligible Employee who ceases to be an active Participant by revocation
of his election to participate may again become an active Participant by filing
a new election form on or before the 15th day of the month preceding the next
succeeding Entry Date.
3. Shares. No more than 90,000 Shares may be issued under the Plan. This
number shall be adjusted if the number of outstanding Shares of Glatfelter is
increased or reduced by split-up, reclassification, stock dividend or the like.
4. Contributions by Participants. All contributions by Participants shall
be by payroll deduction. The amount of such payroll deduction for each pay
period shall be fixed in the prescribed election form delivered to the Personnel
Office. Contributions shall be in multiples of 1% of a Participant's "Plan
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Compensation," as hereinafter defined, but shall not exceed 10% of the
Participant's Plan Compensation and shall not be less than $5 per week. As used
herein, "Plan Compensation" shall mean the regular and premium earnings for
hours worked by the Participant, including earnings resulting from shift
differentials and service bonuses. "Plan Compensation" shall exclude all other
types of earnings, which include, but are not limited to, holiday pay, vacation
pay, sickness and accident pay, and all other fringe benefits.
The amount of each Participant's contribution will be credited to such
Participant and will be applied to the quarterly purchase of shares as
hereinafter described. No interest or earnings on such contributions will be
credited to any Participant.
5. Contributions by Glatfelter. Glatfelter shall contribute to the
Plan with respect to each Participant, concurrently with each Participant's
payroll deduction, an amount equal to 10% of the Participant's weekly
contribution for pay dates during the period from August 1, 1994 to July 31,
1995, and 15% of the Participant's weekly contribution for pay dates thereafter,
up to 6% of the Participant's Plan Compensation. The amount of Glatfelter's
contribution will be credited to the Participant in records maintained by
Glatfelter and will be applied to the quarterly purchase of Shares as
hereinafter described. No interest or earnings on such contributions will be
credited to any Participant.
6. Purchase of Shares. Shares shall be purchased from either unissued
shares or treasury shares of Glatfelter effective on the last day of each
calendar quarter at a purchase price (the "Purchase Price") equal to the average
of the high and low prices on the primary stock exchange on which the securities
are traded on the last business day of the calendar quarter, or, if no trade
occurs on the last business day of the quarter, then on the last business day on
which Common Stock of Glatfelter was traded in the calendar quarter. The Shares
to be purchased each quarter on behalf of each Participant shall be the number
of whole shares of Common Stock of Glatfelter that can be purchased at the
applicable Purchase Price from funds contributed by the Participant and by
Glatfelter for the benefit of the Participant as of the last business day of the
calendar quarter. The remaining amounts credited to the Participant will be
used to purchase stock in the following quarter and will be deemed to be the
amounts first used for such purchase. Shares purchased for the account of a
Participant will be registered in the name of the custodian designated by
Glatfelter for the purposes of the Plan (the "Custodian"), as custodian for such
Participant, and appropriate credit shall be made on behalf of each Participant
in records kept by Glatfelter for such purpose. Each Participant will receive
a quarterly statement setting forth the number of Shares purchased for such
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Participant during the quarter, the Purchase Price for the Shares, the
total number of Shares held for the Participant pursuant to the Plan, and the
amount remaining credited to such Participant for the purchase of Shares in the
following quarter. All Shares issued pursuant to the Plan shall be validly
issued, fully paid and nonassessable.
7. Interest of Participant in Shares and in Contributions by Glatfelter.
A Participant shall have a fully vested interest in all Shares purchased for him
or her, including Shares purchased with the contributions of Glatfelter,
immediately upon the purchase thereof. In addition, a Participant shall have a
fully vested interest in all contributions by the Participant or Glatfelter not
applied to the purchase of Shares on the last day of the calendar quarter in
which such contributions were made, provided such Participant remains an
Eligible Employee on such date. The interest of a Participant in contributions
by Glatfelter during a quarter in which a Participant ceases to be an Eligible
Employee shall be determined as set forth in Paragraph 10 hereof.
8. Distribution of Dividends. All dividends paid in respect of the Shares
will be distributed currently to the Participants in cash.
9. Issuance of Stock Certificates and Withdrawal of Shares. Stock
certificates representing Shares purchased pursuant to the Plan at the end of
each calendar quarter will be issued to the Custodian promptly after the end of
such calendar quarter and will not at such time be issued to any Participant.
Any Participant may elect to withdraw all, but not a portion, of the Shares from
his or her account effective on February 28 (February 29 in the case of a leap
year), or August 31 of any calendar year and be issued a stock certificate for
such Shares promptly following the effective date of such election, such
election to be made by accurately completing the prescribed election form and
filing it with the Personnel Office by February 15 or August 15, respectively,
of such year; provided, however, that each Participant may make only one such
withdrawal election in any twelve-month period. If the number of Shares in a
Participant's account at the time the Participant elects to withdraw the Shares
is fewer than 25 Shares, such Participant shall be precluded from participating
in the Plan for a period of one year from the date of such withdrawal.
Following each withdrawal of Shares, the Participant will receive a statement
setting forth the cost basis for all Shares withdrawn.
10. Termination of Participation. If a Participant ceases to be an
Eligible Employee because of death, retirement, total disability, transfer to
part-time status, or transfer to a salaried position, his or her participation
in the Plan shall automatically terminate as of the end of the calendar month in
which his or her death, retirement, total disability, or transfer occurs. At
the end of the calendar
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quarter in which such an event occurs, Glatfelter shall purchase Shares for
such Participant with funds contributed by the Participant and by Glatfelter
during such quarter and there shall then be delivered to the Participant, his or
her designated beneficiary or his or her estate, as the case may be, (a) stock
certificates registered in the name of the Participant, or such other name or
names as he or she may have designated in the prescribed election form,
evidencing the whole Shares purchased from funds contributed by the Participant
and by Glatfelter and not theretofore withdrawn, and (b) cash in the amount of
contributions by the Participant or by Glatfelter which have been credited to
the Participant but not yet applied to purchase Shares. The term "retirement"
as used above shall mean termination of employment with Glatfelter at or after
the earliest age on which a Participant may retire pursuant to the terms of the
defined benefit pension plan sponsored by Glatfelter in which the Participant is
then participating.
If a Participant ceases to be an Eligible Employee because of any reason
other than under the circumstances set forth in the preceding paragraph, his or
her participation in the Plan shall automatically terminate as of the effective
date such Participant ceases to be an Eligible Employee. Promptly following
such termination there shall be delivered to the Participant (a) stock
certificates registered in the name of the Participant evidencing the whole
Shares purchased from funds contributed by the Participant and by Glatfelter and
not theretofore withdrawn, and (b) cash in the amount of (i) contributions by
the Participant as of the date his or her participation in the Plan terminates
and (ii) contributions by Glatfelter credited to the Participant as of the end
of the calendar quarter preceding the date his or her participation in the Plan
terminates, which contributions in either case have not yet been applied to
purchase Shares. A Participant whose participation in the Plan terminates under
this paragraph shall be entitled to no portion of contributions by Glatfelter
made during the calendar quarter in which his or her participation terminates.
11. Expenses. In addition to its contributions, Glatfelter will pay all
fees and expenses incurred in connection with the Plan. No charge or deduction
for any such expenses will be made to a Participant upon the termination of his
or her participation under the Plan or upon the distribution of certificates
representing Shares purchased with his or her contributions.
12. Taxes. Glatfelter shall have the right to withhold from each
Participant's compensation an amount equal to all Federal, state, city or other
taxes as shall be required to be withheld by Glatfelter pursuant to any statute
or other governmental regulation or ruling. In connection with such
withholding, Glatfelter may make any such arrangements as are consistent with
the Plan as it may deem appropriate, including withholding from compensation
paid to a Participant other than in connection with the Plan.
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13. Plan and Contributions Not to Affect Employment. Neither the Plan
nor any contribution by Glatfelter hereunder shall confer upon any Eligible
Employee any right to continue in the employ of Glatfelter.
14. Administration. The Plan shall be administered by the Board of
Directors of Glatfelter, which may delegate responsibility for such
administration to the Profit Sharing and Employee Stock Ownership Committee of
the Board (the "Committee"). The Board, or such Committee, shall have authority
to interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, and to make all other determinations deemed necessary or
advisable in administering the Plan. The determinations of the Board or the
Committee on the matters referred to in this paragraph shall be conclusive and
binding upon all persons in interest.
15. Amendment and Termination. The Board of Directors of Glatfelter may
terminate the Plan at any time and may amend the Plan from time to time in any
respect; provided, however, that upon any termination of the Plan, all Shares or
contributions (to the extent not yet applied to the purchase of Shares) vested
under the Plan shall be distributed to the Participants, and provided further,
that no amendment to the Plan shall affect the right of a Participant to receive
his or her proportionate interest in the Shares or contributions (to the extent
not yet applied to the purchase of Shares) which shall have vested under the
Plan.
16. Effectiveness. The Plan shall become effective on August 1, 1994.
17. Government and Other Regulations. The obligation of Glatfelter to
make contributions under the Plan, and the obligation of Glatfelter to purchase
Shares under the Plan, shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies as may be
required.
18. Non-Alienation. No Participant shall be permitted to assign,
alienate, sell, transfer, pledge or otherwise encumber his interest under the
Plan prior to the distribution to him of share certificates. Any attempt at
assignment, alienation, sale, transfer, pledge or other encumbrance shall be
void and of no effect.
19. Notices. Any notice required or permitted hereunder shall be
sufficiently given only if delivered personally, or sent by registered or
certified mail, postage prepaid, addressed to P. H. Glatfelter Company, 228
South Main Street, Spring Grove, Pennsylvania 17362, Attention: Administrator,
Stock Purchase Plan for Hourly Employees - Neenah Mill, and to the Participant
at the address on file with Glatfelter from time to time, or to such other
address as either party may hereafter designate in writing by notice similarly
given by one party to the other.
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20. Successors. The Plan shall be binding upon and inure to the benefit
of any successor, successors or assigns of Glatfelter.
21. Severability. If any part of this Plan shall be determined to be
invalid or void in any respect, such determination shall not affect, impair,
invalidate or nullify the remaining provisions of this Plan which shall continue
in full force and effect.
22. Acceptance. The election by any Eligible Employee to participate in
this Plan constitutes his or her acceptance of the terms of the Plan and his or
her agreement to be bound hereby.
23. Applicable Law. This Plan shall be construed in accordance with the
laws of the Commonwealth of Pennsylvania, to the extent not preempted by
applicable Federal law.
IN WITNESS WHEREOF, the foregoing Plan is adopted this 22nd day of June,
1994.
P. H. GLATFELTER COMPANY
By /s/ R. P. Newcomer
----------------------------
Vice President,
and Treasurer
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