<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
--------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________ to _____________________
Commission File No. 1-3560
------
P. H. GLATFELTER COMPANY
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0628360
- - --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
228 South Main Street, Spring Grove, Pennsylvania 17362
- - --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(717) 225-4711
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
------ ------
Shares of Common Stock outstanding at May 10, 1994 were 44,049,868.
<PAGE>
P. H. GLATFELTER COMPANY
INDEX
Part I - Financial Information
- - ------------------------------
Financial Statements:
Condensed Consolidated Statements of Income and Retained
Earnings - Three Months Ended March 31, 1994 and 1993
(Unaudited)............................................ 2
Condensed Consolidated Balance Sheets - March 31, 1994
(Unaudited) and December 31, 1993..................... 3
Condensed Consolidated Statements of Cash Flows - Three
Months Ended March 31, 1994 and March 31, 1993
(Unaudited)........................................... 4
Notes to Condensed Consolidated Financial Statements...... 5-6
Independent Accountant's Report........................... 7
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 8-10
Part II - Other Information..................................... 11
- - ---------------------------
Signature....................................................... 12
- - ---------
Index of Exhibits............................................... 13
Exhibit 11 - Computation of Net Income Per Share............. 14
Exhibit 15 - Letter in Lieu of Consent Regarding Review
Report of Unaudited Interim Financial
Information..................................... 15
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(dollars in thousands except number of shares and per share amounts)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
3/31/94 3/31/93
----------- -----------
<S> <C> <C>
Net Sales $ 110,815 $ 122,529
Other income - net
Energy sales - net 1,510 1,483
Interest on investments and other - net 420 507
Gain (loss) from property dispositions,
etc., - net 17 (117)
----------- -----------
Total 112,762 124,402
Costs and expenses
Cost of products sold 102,021 102,544
Selling, general and administrative
expenses 7,079 8,778
Interest on debt - net 751 439
----------- -----------
109,851 111,761
Unusual items (Note 7) -- 13,229
----------- -----------
Total costs and expenses 109,851 124,990
----------- -----------
Income (loss) before income taxes and
accounting changes 2,911 (588)
Provision (credit) for income taxes
Current taxes 49 1,601
Deferred taxes 828 (1,990)
----------- -----------
Total 877 (389)
Income (loss) before accounting changes 2,034 (199)
Accounting changes (Note 6) -- (4,193)
----------- -----------
Net income (loss) 2,034 (4,392)
Retained earnings at beginning of period 545,770 560,388
----------- -----------
Total 547,804 555,996
----------- -----------
Cash dividends declared
Preferred stock -- 2
Common stock 7,706 7,714
----------- -----------
Total 7,706 7,716
----------- -----------
Retained earnings at end of period $ 540,098 $ 548,280
=========== ===========
Weighted average number of common shares
outstanding 44,187,116 44,480,564
Earnings (loss) per common share:
Income before accounting changes $ .05 $ --
Accounting changes -- (.10)
----------- -----------
Net income (loss) $ .05 $ (.10)
=========== ===========
Cash dividends declared per common share $ .175 $ .175
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE>
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
ASSETS
------
March 31 December 31
1994 1993
(Unaudited)
----------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 10,327 $ 19,182
Marketable securities 1,614 22,184
Accounts receivable - net 39,373 34,340
Inventories:
Raw materials 33,475 37,340
In process and finished products 32,947 33,503
Supplies 28,464 28,087
-------- --------
Total inventory 94,886 98,930
Prepaid expenses and other current assets 2,378 1,305
-------- --------
Total current assets 148,578 175,941
Plant, equipment and timberlands - net 625,967 621,113
Other assets 46,620 45,033
-------- --------
Total assets $821,165 $842,087
======== ========
</TABLE>
<TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<CAPTION>
<S> <C> <C>
Current liabilities:
Accounts payable $ 28,055 $ 39,935
Dividends payable 7,706 7,698
Federal, state and local taxes 4,049 4,872
Accrued compensation, other expenses
and deferred income taxes 24,923 28,972
--------- ---------
Total current liabilities $ 64,733 $ 81,477
Long-term debt 150,000 150,000
Deferred income taxes 131,316 130,509
Other long-term liabilities 38,627 38,701
Shareholders' equity:
Common Stock 544 544
Capital in excess of par value
Retained earnings
39,423 39,323
Total 540,098 545,770
--------- ---------
580,065 585,637
Less cost of common treasury stock (143,576) (144,237)
--------- ---------
Total shareholders' equity 436,489 441,400
--------- ---------
Total liabilities and
shareholders' equity $ 821,165 $ 842,087
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
3/31/94 3/31/93
---------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 2,034 $ (4,392)
Accounting changes -- 4,193
Items included in net income not using
(providing) cash:
Depreciation and depletion 10,748 9,794
Loss on disposition of fixed assets 266 226
Expense related to employee stock
purchase plans 201 234
Change in assets and liabilities:
Accounts receivable (5,033) (4,365)
Inventories 4,044 2,991
Prepaid expenses and other assets (2,660) (540)
Accounts payable, accrued compensation,
other expenses, deferred income taxes
and other long-term liabilities (11,601) (6,319)
Federal, state and local taxes (823) (1,569)
Deferred income taxes - noncurrent 807 (1,990)
-------- --------
Net cash used in operating activities (2,017) (1,737)
-------- --------
Cash Flows from Investing Activities:
Sale (purchase) of marketable securities
and long-term investments 20,570 (36,639)
Proceeds from disposal of fixed assets 271 117
Additions to plant, equipment and
timberlands (16,087) (14,102)
Decrease in liabilities related to
fixed asset acquisitions (4,451) (4,531)
-------- --------
Net cash provided by (used in) investing
activities 303 (55,155)
-------- --------
Cash Flows from Financing Activities:
Proceeds of long-term debt issuance -- 150,000
Borrowing (repayment) of short-term debt -- (10,100)
Dividends paid (7,698) (7,711)
Treasury stock purchases -- (449)
Employees' contribution - common stock
issued under employee stock purchase plans 557 637
-------- --------
Net cash provided by (used in) financing
activities (7,141) 132,377
-------- --------
Net increase (decrease) in cash and cash
equivalents (8,855) 75,485
Cash and Cash Equivalents:
At beginning of period 19,182 3,093
-------- --------
At end of period $ 10,327 $ 78,578
======== ========
Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Interest (net of amount capitalized) $ 2,629 $ 52
Income taxes 961 3,226
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. A reconciliation between the provision for income taxes, computed by
applying the statutory federal income tax rate of 35% and 34% for 1994 and
1993, respectively, to income before income taxes and accounting changes,
and the actual provision for income taxes follows:
<TABLE>
<CAPTION>
Three Months Ended
3/31/94 3/31/93
-------- --------
<S> <C> <C>
Federal income tax provision at
statutory rate $ 1,019 $ (200)
State income taxes after deducting
Federal income tax benefit 128 (27)
Other (270) (162)
-------- --------
Actual Provision (Credit)
for Income Taxes $ 877 $ (389)
======== ========
</TABLE>
The deferred income tax provision (credit) for the three-month periods
ended March 31, 1994 and 1993 results from the following temporary
differences (in thousands):
<TABLE>
<CAPTION>
Three Months Ended
3/31/94 3/31/93
--------- ---------
<S> <C> <C>
Depreciation $ 1,886 $ 2,046
Pensions 489 (3,548)
Alternative Minimum Tax (1,106) --
Other (441) (488)
--------- ---------
$ 828 $ (1,990)
========= =========
</TABLE>
The provision for deferred income taxes is, in part, estimated based on
an allocation of the appropriate amount relative to the number of months
reported herein and in conformance with existing tax regulations.
2. The number of shares of common stock outstanding increased by 47,528 in the
first three months of 1994 due to the issuance of treasury shares pursuant
to the various Employee Stock Purchase Plans of the Company. At March 31,
1994, 10,327,124 shares of common stock were held in treasury.
3. The Registrant's Board of Directors has authorized the repurchase in the
open market or in privately negotiated transactions of up to 10,000,000
shares of the Registrant's common stock in the aggregate. Repurchased
shares are added to the treasury and are available for future sale. Under
these authorizations, as of March 31, 1994, the Registrant had repurchased
8,998,030 shares for a total consideration of $149,523,823.
4. Pursuant to the Registrant's 1992 Key Employee Long-Term Incentive Plan, on
May 1, 1994, the Registrant granted to certain key employees, excluding
officers and other participants in the Registrant's Management Incentive
Plans, non-qualified stock options to purchase an aggregate of 198,000
shares of common stock. Subject to certain conditions, the stock options
are exercisable beginning on November 1, 1994. The stock options, which
expire on April 30, 2004, were granted at an exercise price of $15.4375 per
share, representing the average fair market value of the Registrant's
common stock on Friday, April 29, 1994 and Monday, May 2, 1994.
5
<PAGE>
5. Effective January 1, 1994, the Registrant changed its method of accounting
for investments in debt and equity securities to conform to Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities" ("SFAS No. 115"). The adoption of this
standard did not have a material impact on the Registrant's Condensed
Consolidated Balance Sheets or Condensed Consolidated Statements of Income
and Retained Earnings.
6. Effective January 1, 1993, the Registrant adopted the provisions of
Statements of Financial Accounting Standards No. 106, "Employers Accounting
for Postretirement Benefits Other Than Pensions" ("SFAS No. 106"), No. 112,
"Employers Accounting for Postemployment Benefits" ("SFAS No. 112"), and
No. 109, "Accounting for Income Taxes" ("SFAS No. 109"). The net of tax
charges (credits), impacting the first quarter of 1993, due to the adoption
of these Standards, was as follows:
<TABLE>
<CAPTION>
<S> <C>
SFAS No. 106 $ 12,850,000
SFAS No. 112 1,967,000
SFAS No. 109 (10,624,000)
------------
Total accounting changes $ 4,193,000
============
</TABLE>
7. During the first quarter of 1993, the Registrant incurred unusual charges
in connection with rightsizing and restructuring of $16,363,000, partially
offset by a gain of $1,492,000 on the disposal of its Ecusta Division's
airplane and a credit of $1,642,000 resulting from the updating of
estimates relating to SFAS No. 106, subsequent to its adoption on January
1, 1993. The charge includes provisions for the costs of early retirements
and other terminations in the second quarter of 1993 and other one-time net
costs relating to the rightsizing and restructuring of the Company's
operations.
8. In the opinion of the Registrant, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (which comprise
only normal recurring accruals) necessary for a fair presentation of the
financial information contained therein. These unaudited condensed
consolidated financial statements should be read in conjunction with the
more complete disclosures contained in the Company's Annual Report on Form
10-K for the year ended December 31, 1993. Certain reclassifications have
been made of previously reported amounts in order to conform with
classifications used in the current year. The accompanying unaudited
condensed consolidated financial statements have been reviewed by the
Registrant's independent public accountants, Deloitte & Touche, in
accordance with the established professional standards and procedures for
such limited review. No additional adjustments or disclosures were
required as a result of this review.
6
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
- - -------------------------------
P. H. Glatfelter Company:
We have reviewed the accompanying condensed consolidated balance sheet of P. H.
Glatfelter Company and subsidiaries as of March 31, 1994 and the related
condensed consolidated statements of income and retained earnings and of cash
flows for the three-month periods ended March 31, 1994 and 1993. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data, and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of P. H. Glatfelter Company and
subsidiaries as of December 31, 1993 and the related consolidated statements of
income and retained earnings and of cash flows for the year then ended (not
presented herein); and in our report dated February 11, 1994, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of December 31, 1993 is fairly stated in all material respects in
relation to the consolidated balance sheet from which it has been derived.
Deloitte & Touche
Philadelphia, Pennsylvania
April 14, 1994
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
FINANCIAL CONDITION:
- - -------------------
Liquidity:
The Registrant's cash and marketable securities decreased by $29,425,000 during
the first quarter of 1994. This decrease was primarily due to the funding of
capital related projects of $20,538,000, the payment of approximately $4,900,000
for a large quantity of pulp acquired near the end of 1993 at an attractive
price, and the payment of $7,698,000 for dividends.
The Company expects to meet all its near and long-term cash needs from
internally generated funds, cash, cash equivalents, marketable securities and
existing bank lines of credit, or a combination of these sources.
Capital Resources:
The Registrant has continued its work on a major project to modernize the pulp
mill at its Spring Grove, Pennsylvania mill. The project began in 1990 with
completion expected in the third quarter of 1994 for a total cost of
$170,000,000. By March 31, 1994, the Registrant had spent a total of
$146,476,000 on this project, of which $7,254,000 was spent in the first quarter
of 1994. The project's focus is almost entirely for improvement to the
environment, with a modest increase in pulping capacity.
The Registrant intends to spend approximately $21,000,000 for the installation
of a turbine generator at the Spring Grove mill. The project began in 1993 with
completion expected in the first quarter of 1995. By March 31, 1994, the
Registrant had spent a total of $2,786,000 on this project, of which $1,284,000
was spent in the first quarter of 1994. Total capital spending by the
Registrant in 1994 for this project is expected to approximate $15,500,000.
RESULTS OF OPERATIONS:
- - ---------------------
A summary of the period-to-period changes in the principal items included in the
consolidated statements of income is shown below.
<TABLE>
<CAPTION>
Comparison of Three Months Ended
March 31, 1994 and March 31, 1993
-----------------------------------
Increase (Decrease)
(in thousands)
<S> <C> <C>
Net sales $ (11,714) (9.6%)
Other income - net 74 4.0%
Cost of products sold (523) (0.5%)
Selling, general and
administrative expenses (1,699) (19.4%)
Interest on debt - net 312 71.1%
Unusual items - expenses (13,229) (100.0%)
Provision for income taxes 1,266 NC
Income before accounting changes 2,233 NC
Accounting changes (4,193) (100.0%)
Net income 6,426 NC
</TABLE>
NC - not calculable
8
<PAGE>
Net Sales
- - ---------
The Registrant classifies product sales into two groups: 1)printing papers; and
2) tobacco and other specialty papers. Overall net sales decreased by
$11,714,000 in the first quarter of 1994 compared to the same period in 1993.
Printing paper net sales decreased $11,749,000 due to a 13.6% decrease in
volume. Reduced orders due to increased capacity within the paper industry, as
well as extreme weather conditions, led to approximately eight days and thirteen
days of unplanned downtime at the Registrant's Spring Grove, Pennsylvania and
Neenah, Wisconsin mills, respectively. The Registrant's average net selling
price per ton for printing papers was flat in the first quarter of 1994 compared
to the same period in 1993. While the Neenah mill had an additional three days
of downtime during the beginning of April, 1994, the Registrant believes that
the orders for printing papers will increase during the second half of 1994.
Net sales of tobacco and other specialty papers were flat in the first quarter
of 1994 compared to the first quarter of 1993. A significant volume increase of
15.7% was offset by a 13.7% drop in average net selling price, primarily for
tobacco papers. Net sales of the Registrant's other specialty papers increased
by approximately $1,572,000 in the first quarter of 1994, compared to the
first quarter of 1993, due to increased volume.
During the first quarter of 1994, the Registrant's Pisgah Forest, North Carolina
mill experienced a moderate operating loss and has incurred additional operating
losses in April 1994. The Registrant's continuing efforts to improve the
results of operations for the Pisgah Forest mill have not yet been successful,
with the result that further restructuring and cost cutting or other measures
may be required.
Cost of Products Sold
- - ---------------------
The Registrant's cost of products sold declined only slightly in the first
three months of 1994 compared to the comparable period in 1993 despite a 10.3%
reduction in volume. Gross margins fell from 16.3% in the first quarter of 1993
to 7.9% in the first quarter of 1994 due to increased cost of products sold per
ton. This increased cost per ton was largely due to fewer tons of product
manufactured because of the unplanned mill downtime mentioned above and the
Registrant's relatively high fixed cost manufacturing process. The cost of
products sold also increased as a result of higher prices for market pulp and
increased depreciation costs.
Selling, General and Administrative Expenses
- - --------------------------------------------
The Registrant's selling, general and administrative expenses for the first
quarter of 1994 were $1,699,000 less than the selling, general and
administrative expenses for the first quarter of 1993. This decrease is
primarily due to a reduction in salaries, wages and other compensation related
expenses for the first quarter of 1994 compared to the first quarter of 1993.
Interest on Debt (net)
- - ----------------------
The Registrant's interest on debt (net) increased $312,000 in the first quarter
of 1994, compared to the first quarter of 1993. The Registrant issued
$150,000,000 principal amount of its 5-7/8% Notes in March, 1993. These notes
were outstanding for only one month in the first quarter of 1993 compared to
three months in the first quarter of 1994. The resulting increase in interest
expense was offset somewhat by an increase in capitalized interest.
Unusual Items
- - -------------
During the first quarter of 1993, the Registrant incurred unusual charges in
connection with rightsizing and restructuring of $16,363,000, partially offset
by a gain of $1,492,000 on the disposal of its Ecusta Division's airplane, and a
credit of $1,642,000 resulting from the updating of estimates relating to SFAS
No. 106, subsequent to its adoption on January 1, 1993. The charge includes
provisions for the cost of early retirements and other terminations of employees
in the second quarter of 1993 and other one-time net costs relating to the
rightsizing and restructuring of the Registrant's operations.
9
<PAGE>
Provision for Taxes on Income
- - -----------------------------
The Registrant had an income tax provision of $877,000 in the first quarter of
1994 compared to an income tax credit of $389,000 in the first quarter of 1993.
This change was due primarily to higher taxable earnings in 1994. The 1993
taxable earnings were negatively impacted by the unusual items noted above.
Income (Loss) Before Accounting Changes
- - ---------------------------------------
The Registrant had income before accounting changes of $2,034,000 in the first
quarter of 1994 compared to a loss before accounting changes of $199,000 in the
first quarter of 1993. The first quarter of 1993 was negatively impacted by the
unusual items noted above.
Accounting Changes
- - ------------------
Effective January 1, 1993, the Registrant adopted the provisions of SFAS No.
106, SFAS No. 112, and SFAS No. 109. The cumulative charge, net of tax,
resulting from the adoption of these Standards was $4,193,000. See Note 6 to
the condensed consolidated financial statements for a further description of the
accounting changes.
Net Income (Loss)
- - -----------------
The Registrant had net income of $2,034,000 in the first quarter of 1994,
compared to a net loss of $4,392,000 in the first quarter of 1993. The 1993 net
loss was negatively impacted by the unusual items and accounting changes noted
above.
10
<PAGE>
PART II OTHER INFORMATION
- - --------------------------
Item 6. Exhibits and Reports on Form 8-K
- - -----------------------------------------
(a) Exhibits
--------
Number Description of Documents
------ ------------------------
11 Computation of Net Income per Share
15 Letter in Lieu of Consent Regarding Review
Reports of Unaudited Interim Financial
Information
(b) Reports on Form 8-K
-------------------
None
11
<PAGE>
SIGNATURE
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 thereunto duly authorized.
P. H. GLATFELTER COMPANY
Date: May 13, 1994 _________________________________
R. P. Newcomer
Vice President, Treasurer
(Principal Financial Officer)
12
<PAGE>
INDEX OF EXHIBITS
-----------------
Number Description of Documents
------ ------------------------
11 Computation of Net Income per Share
15 Letter in Lieu of Consent Regarding
Review Reports of Unaudited Interim
Financial Information
13
<PAGE>
EXHIBIT 11
P. H. GLATFELTER COMPANY
AND CONSOLIDATED SUBSIDIARIES
-----------------------------
Computation of Net Income Per Share
<TABLE>
<CAPTION>
For the 3 Months Ended
3/31/94 3/31/93
------------ -----------
<S> <C> <C>
Weighted average number of common and common
share equivalents:
Common Shares:
Shares outstanding, beginning of period.. 43,987,328 44,057,273
Less shares purchased for treasury....... -- 22,323(1)
Shares issued -- Employee Stock Purchase
Plans.................................. 528(2) 573(3)
----------- -----------
Total................................. 43,987,856 44,035,523
Common share equivalents applicable to
outstanding stock awards............... 199,260(4) 445,041(4)
----------- -----------
Total................................. 44,187,116 44,480,564
Net income..................................... $ 2,034,303 $(4,392,082)
Preferred dividends............................ -- (1,819)
----------- -----------
Net income applicable to common shares......... $ 2,034,303 $(4,393,901)
=========== ===========
Net income per common share.................... $ .05 $ (.10)
=========== ===========
</TABLE>
(1) Weighted average effect of 24,900 common shares repurchased in the first
quarter of 1993.
(2) Weighted average effect of 47,528 common shares sold from treasury on
March 31, 1994.
(3) Weighted average effect of 51,563 common shares sold from treasury on
March 31, 1993.
(4) Weighted average effect of shares subject to outstanding awards under the
Registrant's 1988 Restricted Common Stock Award Plan and weighted
average effect of shares issuable under the Registrant's 1992 Key
Employee Long-Term Incentive Plan.
14
<PAGE>
EXHIBIT (15)
LETTER IN LIEU OF CONSENT REGARDING REVIEW REPORT OF UNAUDITED
--------------------------------------------------------------
INTERIM FINANCIAL INFORMATION
-----------------------------
P. H. Glatfelter Company:
We have reviewed, in accordance with standards established by the American
Institute of Certified Public Accountants, 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
incorporated by reference in Registration Statements Nos. 33-24858, 33-25884,
33-37198, 33-49660 and 33-53338 on Form S-8.
We are also aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act, 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
Philadelphia, Pennsylvania
April 14, 1994
15
