<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
Commission file number 1-3560
P. H. GLATFELTER COMPANY
EMPLOYEE STOCK PURCHASE PLAN
----------------------------
(Full title of the plan)
P. H. GLATFELTER COMPANY
228 South Main Street
Spring Grove, PA 17362
------------------------------------------
(Name of the issuer of the securities
held pursuant to the plan and the
address of its principal executive office)
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[LETTERHEAD OF DELOITTE & TOUCHE]
INDEPENDENT AUDITORS' REPORT
P. H. Glatfelter Company Employee Stock Purchase Plan:
We have audited the accompanying statements of assets available for plan
benefits as of December 31, 1993 and 1992, of the P. H. Glatfelter Company
Employee Stock Purchase Plan (the "Plan") and the related statements of changes
in assets available for plan benefits for each of the three years in the period
ended December 31, 1993. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the assets available for plan benefits as of December 31, 1993 and
1992, and the changes in assets available for plan benefits for each of the
three years in the period ended December 31, 1993, in conformity with generally
accepted accounting principles.
/s/ DELOITTE & TOUCHE
February 18, 1994
1
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P. H. GLATFELTER COMPANY EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993 AND 1992
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS 1993 1992
<S> <C> <C>
Contributions receivable $ 6,088 $ 7,128
Investments at fair value - P. H. Glatfelter
common stock - 1993, 288,677 shares at a
cost of $5,873,327; 1992, 284,630 shares
at a cost of $6,429,082 (Note 1) 5,430,736 5,105,551
---------- ----------
TOTAL ASSETS $5,436,824 $5,112,679
========== ==========
</TABLE>
See notes to financial statements.
2
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P. H. GLATFELTER COMPANY EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1993 1992 1991
<S> <C> <C> <C>
ADDITIONS (Note 2):
Employee contributions $1,743,742 $1,895,934 $1,725,660
Employer contributions 820,180 879,306 800,241
Dividend income 188,943 152,562 117,840
---------- ---------- ----------
Total additions 2,752,865 2,927,802 2,643,741
---------- ---------- ----------
DEDUCTIONS:
P. H. Glatfelter Company common
stock at fair market value at
distribution date (Note 1) 2,618,850 1,597,381 1,669,261
Dividends paid to participants (Note 2) 188,943 152,562 117,840
Cash paid for fractional shares 1,453 598 2,545
---------- ---------- ----------
Total deductions 2,809,246 1,750,541 1,789,646
---------- ---------- ----------
(56,381) 1,177,261 854,095
INCREASE (DECREASE) IN UNREALIZED
APPRECIATION (DEPRECIATION) IN MARKET
VALUE OF INVESTMENTS (Notes 1 and 3) 881,625 (2,207,532) 665,505
EXCESS (DEFICIENCY) OF MARKET VALUE
TO COST OF DISTRIBUTED STOCK (Notes 1 and 3) (501,099) 119,879 293,688
---------- ---------- ---------
NET INCREASE (DECREASE) IN ASSETS
AVAILABLE FOR PLAN BENEFITS 324,145 (910,392) 1,813,288
PLAN ASSETS, BEGINNING OF YEAR 5,112,679 6,023,071 4,209,783
---------- ---------- ----------
ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $5,436,824 $5,112,679 $6,023,071
========== ========== ==========
</TABLE>
See notes to financial statements.
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P. H. GLATFELTER COMPANY EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - The accounting records of the P. H. Glatfelter
Company Employee Stock Purchase Plan (the "Plan") are maintained on the
accrual basis. Employee contributions and related employer required
matching contributions are accrued monthly when withheld from the employee's
pay and recognized quarterly when such accrual is invested in the common
stock of the Company.
INVESTMENTS - The fair market value of the investments is determined by the
use of the average of the high and low sales price on the last business day
of the year for the Company's common stock on the American Stock Exchange.
Distributions of stock to participants who have withdrawn shares or have
terminated from the Plan are recorded at market value at distribution date
for financial statement purposes. The difference between December 31 market
value and the cost of Glatfelter common stock purchased is reflected in the
statements of changes in assets available for plan benefits as unrealized
appreciation (depreciation) in the aggregate market value of investments.
2. DESCRIPTION OF PLAN
The P. H. Glatfelter Company Employee Stock Purchase Plan is an employee
benefit Plan that offers eligible employees the opportunity to purchase
shares of the Company's common stock through regular payroll deductions.
Participation in the Plan is limited to full-time salaried personnel of P.
H. Glatfelter Company and its domestic subsidiary, The Glatfelter Pulp Wood
Company and hourly employees in the Spring Grove Hourly Conference Group
Profit Sharing Plan, with a minimum of two years continuous service.
Participation in the Plan is entirely voluntary.
Participants may elect to contribute an amount which is not less than 1% nor
more than 10% of annual base compensation. The employer may elect to
contribute an amount equal to one-half of the participant's contribution for
the first 6% of the participant's base compensation that is contributed to
the Plan.
As of December 31, 1993, 1992 and 1991 there were 639, 724 and 727
employees, respectively, participating in the Plan.
All contributions are invested in P. H. Glatfelter Company common stock and
are purchased from either unissued shares or treasury shares effective on
the last day of each calendar quarter at a purchase price equal to the
average of the high and low prices on the American Stock Exchange on the
last business day of the calendar quarter.
The Company has the right to amend or terminate the Plan at any time.
All dividends paid in respect to the shares held by the Plan are distributed
currently to the participants.
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3. TRANSACTIONS WITH PARTIES IN INTEREST
During 1993, 1992 and 1991, the Plan purchased from P.H. Glatfelter Company
147,561, 120,860 and 93,870 shares of its common stock, respectively, at a
cost of $2,564,194, $2,786,294 and $2,519,206, respectively. The price paid
for these shares was the average of the high and low prices per share, as
listed on the American Stock Exchange, for the last business day of the
quarter of purchase.
Administrative costs of the Plan are paid by the Company.
4. TAX STATUS, ETC.
The Plan is not subject to any provision of the Employee Retirement Income
Security Act of 1974 and is not qualified under Section 401(a) of the
Internal Revenue Code.
The Company's contributions, dividends paid and gain (loss) on sale of stock
are treated as taxable to the participants; accordingly, the Company
withholds from the participants' compensation all required federal, state
and local taxes on income.
* * * * * *
5
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Board of Directors has duly caused this Annual Report to be signed by the
undersigned hereunto duly authorized.
P. H. GLATFELTER COMPANY
EMPLOYEE STOCK PURCHASE PLAN
March 31, 1994 By: /s/ Robert S. Wood
------------------------
Robert S. Wood
Plan Administrator
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EXHIBIT INDEX
Consent of Independent Certified Public Accountants.
1
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EXHIBIT
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
P. H. Glatfelter Company:
We hereby consent to the incorporation by reference in the Registration
Statement of P. H. Glatfelter Company on Form S-8 (Registration No. 33-24858) of
our report dated February 18, 1994 on the financial statements of the P. H.
Glatfelter Company Employee Stock Purchase Plan (the "Plan"), appearing in the
Annual Report of the Plan on Form 11-K for the year ended December 31, 1993.
/s/ DELOITTE & TOUCHE
Philadelphia, Pennsylvania
February 18, 1994
