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Registration No. 33-37198
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________________
P. H. GLATFELTER COMPANY
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(Exact name of issuer as specified in its charter)
Pennsylvania 23-0628360
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(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
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(Full title of the plan)
Robert S. Wood, Secretary
228 S. Main Street
Spring Grove, PA 17362
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(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
This document contains ____ pages.
The Exhibit Index is located on page ___ of this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 6. - INDEMNIFICATION OF DIRECTORS AND OFFICERS
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See Section 16A and Sections 26A through 26G of the Company's By-laws
and Section 512 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.
Item 8. - EXHIBITS
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15 Letter re unaudited interim financial information
23(a) Consent of Deloitte & Touche
24 Power of Attorney (included on signature page)
99 P. H. Glatfelter Company Stock Purchase Plan for Hourly Employees as
Amended and Restated Effective January 1, 1995
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SIGNATURES
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The Registrant. Pursuant to the requirements of the Securities Act of
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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.
P. H. GLATFELTER COMPANY
March 9, 1995
By: /s/ R. P. Newcomer
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R. P. Newcomer
Vice President and
Treasurer (Principal
Financial Officer)
POWER OF ATTORNEY
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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
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/s/ P. H. Glatfelter, III Chairman Emeritus March 9, 1995
- ------------------------- and Director
P. H. Glatfelter, III
/s/ T. C. Norris Chairman, President, March 9, 1995
- ------------------------- Chief Executive
T. C. Norris Officer and Director
/s/ R. P. Newcomer Vice President and March 9, 1995
- ------------------------- Treasurer (Principal
R. P. Newcomer Financial Officer)
/s/ C. M. Smith Comptroller March 9, 1995
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C. M. Smith
/s/ G. Baldwin, Jr. Director March 9, 1995
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G. Baldwin, Jr.
/s/ R. E. Chappell Director March 9, 1995
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R. E. Chappell
/s/ G. H. Glatfelter Director February 7, 1995
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G. H. Glatfelter
Director _______ __, 1995
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G. H. Glatfelter, II
/s/ R. S. Hillas Director February 6, 1995
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R. S. Hillas
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/s/ M. A. Johnson, II Director February 6, 1995
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M. A. Johnson, II
/s/ J. W. Kennedy Director February 6, 1995
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J. W. Kennedy
/s/ P. R. Roedel Director March 9, 1995
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P. R. Roedel
/s/ J. M. Sanzo Director February 8, 1995
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J. M. Sanzo
/s/ R. L. Smoot Director February 9, 1995
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R. L. Smoot
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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15 Letter re unaudited interim financial information
23(a) Consent of Deloitte & Touche
24 Power of Attorney (included on signature page)
99 P. H. Glatfelter Company Stock Purchase Plan for Hourly
Employees As Amended and Restated Effective January 1, 1995
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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 periods ended March 31, 1994 and 1993, June 30, 1994 and 1993 and
September 30, 1994 and 1993 as indicated in our reports dated April 14, 1994,
July 15, 1994 and October 14, 1994; because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our reports referred to above, which were included in your
Quarterly Report on Form 10-Q for the quarters ended March 31, 1994, June 30,
1994 and September 30, 1994 are being used in the Registration Statement No.
33-37198 on the Post-Effective Amendment No. 1 to Form S-8.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, 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 LLP
Philadelphia, Pennsylvania
February 21, 1995
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EXHIBIT (23)(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement No.
33-37198 of P.H. Glatfelter Company on the Post-Effective Amendment No. 1 to
Form S-8 of our reports dated February 11, 1994, appearing in and incorporated
by reference in the Annual Report on Form 10-K of P.H. Glatfelter Company and
subsidiaries for the year ended December 31, 1993.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
February 21, 1995
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EXHIBIT (99)
P. H. GLATFELTER COMPANY
STOCK PURCHASE PLAN FOR HOURLY EMPLOYEES
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1995
1. Purpose. The purpose of this Stock Purchase Plan for Hourly
Employees (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 hourly employees, who 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 hourly employee of the Spring Grove Mill excluding an
employee in the Spring Grove Hourly Conference Group (as established by
Glatfelter from time to time), or a permanent hourly employee of the Glatfelter
Pulp Wood Company, who has successfully completed the 45 day probationary work
period.
An Eligible Employee may become a participant in the Plan
("Participant") by delivering to the Personnel Department of Glatfelter the
prescribed election form. The first election by an Eligible Employee shall be
effective for the first pay date following the first day of the January, April,
July or October next succeeding the month in which the election form was
delivered to the Personnel Department (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 Department 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.
In the event that a Participant who is also a participant in one of
Glatfelter's profit sharing plans withdraws any portion of his or her post-1979
deferred contributions to such plan which he or she originally could have
elected to receive in cash under the financial need or emergency provisions of
such plan, such Participant shall be ineligible to make contributions to the
Plan for a period of twelve months, such period to commence on the first pay
date following such withdrawal.
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
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before the 15th day of the month preceding the next succeeding Entry Date,
effective as of the next succeeding Entry Date. An Eligible Employee who ceases
to be an active Participant because of a financial need or emergency withdrawal
from a profit sharing plan as described above may again become an active
Participant by filing a new election form on or before the 15th day of the month
preceding the Entry Date next succeeding the expiration of such twelve month
period of ineligibility. A succeeding Entry Date is the first pay date
following the first day of January, April, July or October of each year.
3. Shares. No more than 250,000 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 Department. Contributions shall be in multiples of 1% of a
Participant's "Plan 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. "Plan Compensation" shall exclude all other types of
earnings, which include but are not limited to suggestion awards, holiday pay,
vacation pay, profit sharing, 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 15% of the Participant's weekly
contribution for pay dates after December 31, 1994 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 of which the
securities are traded on the last business day of the calendar quarter or, if no
trade occurs on
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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 and which remain credited to 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
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. A Participant shall have a
fully vested interest in all Shares purchased for him or her 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 Department 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
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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 pay period of his
or her death, retirement, total disability or transfer occurs. At the end of
the calendar quarter in which such a termination 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 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, or in 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
(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. 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
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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. Plan 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.
13. 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.
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 Plan 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 January 1,
1991. The Plan as amended and restated herein shall become effective on January
1, 1995.
17. Government and Other Regulations. 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,
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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 Glatfelter, 228 South Main Street,
Spring Grove, Pennsylvania 17362, Attention: Administrator, Stock Purchase Plan
for Hourly Employees, 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.
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.
Adopted by the Board of Directors of P. H. Glatfelter Company on September
26, 1990 and amended by the Board of Directors of P. H. Glatfelter Company on
December 21, 1994 to become effective January 1, 1995.
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