GLATFELTER P H CO
SC 13G/A, 1995-02-14
PAPER MILLS
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<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  Schedule 13G
                   Under the Securities Exchange Act of 1934
                               Amendment No. 12

                           P. H. Glatfelter Company
______________________________________________________________________________
                                (Name of Issuer)

                                 Common Stock
______________________________________________________________________________
                         (Title of Class of Securities)

                                  377316104
______________________________________________________________________________
                                (CUSIP Number)

Check the following box if a fee is being paid with this statement 
CUSIP No. 

    1)   Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
         persons
           PNC Bank Corp.  25-143-5979


    2)   Check the Appropriate Box if a Member of a Group (See Instructions)
         a) 
         b)

    3)   SEC USE ONLY


    4)   Citizenship or Place of Organization Pennsylvania


  Number of Shares             5) Sole Voting Power                   9,072,125
  Beneficially Owned     
  By Each Reporting
  Person With                  6) Shared Voting Power                 7,898,206


                               7) Sole Dispositive Power              9,046,648

                             
                               8) Shared Dispositive Power            7,950,326


    9)  Aggregate Amount Beneficially Owned by Each Reporting Person
                                                                     17,212,810


   10)   Check if the Aggregate Amount in Row (9) Excludes Certain Shares
          (See Instructions)


   11) Percent of Class Represented by Amount in Row (9)                  38.94


   12) Type of Reporting Person (See Instructions)                           HC

<PAGE>   2


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  Schedule 13G
                   Under the Securities Exchange Act of 1934
                               Amendment No. 12

                           P. H. Glatfelter Company
______________________________________________________________________________
                                (Name of Issuer)

                                 Common Stock
______________________________________________________________________________
                         (Title of Class of Securities)

                                  377316104
______________________________________________________________________________
                                (CUSIP Number)

Check the following box if a fee is being paid with this statement 
CUSIP No. 

    1)   Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
         persons
           PNC Bancorp, Inc.  51-0326854


    2)   Check the Appropriate Box if a Member of a Group (See Instructions)
         a) 
         b)

    3)   SEC USE ONLY


    4)   Citizenship or Place of Organization Delaware


  Number of Shares             5) Sole Voting Power                   9,072,125
  Beneficially Owned     
  By Each Reporting
  Person With                  6) Shared Voting Power                 7,898,206


                               7) Sole Dispositive Power              9,046,648

                             
                               8) Shared Dispositive Power            7,950,326


    9)  Aggregate Amount Beneficially Owned by Each Reporting Person
                                                                     17,212,810


   10)   Check if the Aggregate Amount in Row (9) Excludes Certain Shares
          (See Instructions)


   11) Percent of Class Represented by Amount in Row (9)                  38.94


   12) Type of Reporting Person (See Instructions)                           HC

<PAGE>   3


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                  Schedule 13G
                   Under the Securities Exchange Act of 1934
                               Amendment No. 12

                           P. H. Glatfelter Company
______________________________________________________________________________
                                (Name of Issuer)

                                 Common Stock
______________________________________________________________________________
                         (Title of Class of Securities)

                                  377316104
______________________________________________________________________________
                                (CUSIP Number)

Check the following box if a fee is being paid with this statement 
CUSIP No. 

    1)   Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
         persons
           PNC Bank, National Association, as trustee, executor, custodian
           and agent. 25-1197336


    2)   Check the Appropriate Box if a Member of a Group (See Instructions)
         a) 
         b)

    3)   SEC USE ONLY


    4)   Citizenship or Place of Organization United States of America


  Number of Shares             5) Sole Voting Power                   9,071,825
  Beneficially Owned     
  By Each Reporting
  Person With                  6) Shared Voting Power                 7,898,206


                               7) Sole Dispositive Power              9,046,648

                             
                               8) Shared Dispositive Power            7,950,326


    9)  Aggregate Amount Beneficially Owned by Each Reporting Person
                                                                     17,212,510


   10)   Check if the Aggregate Amount in Row (9) Excludes Certain Shares
          (See Instructions)


   11) Percent of Class Represented by Amount in Row (9)                  38.94


   12) Type of Reporting Person (See Instructions)                           HC

<PAGE>   4

   Item 3 - Statement Filed Pursuant to Rule 13d-1(b) or Rule 13d-2(b):
   Parent Holding Company in accordance with Rule 13d-1(b) (ii) (G):

   PNC Bank Corp. - HC

   PNC Bancorp, Inc. - HC (wholly owned subsidiary of PNC Bank Corp.)

   PNC Bank, N.A. - BK (wholly owned subsidiary of PNC Bancorp, Inc.)

   Item 4 - Ownership:

    (a) Amount Beneficially Owned:
                                                                    17,212,810
    (b) Percent of Class:
                                                                         38.94
    (c) Number of shares to which such person has:
        (i) sole power to vote or to direct the vote                 9,072,125
        (ii) shared power to vote or to direct the vote              7,898,206
        (iii) sole power to dispose or to direct the disposition of  9,046,648
        (iv) shared power to dispose or to direct the disposition of 7,950,326

   Item 6 - Ownership of More than Five Percent on Behalf of
            Another Person:
              See Schedule A      

   Item 7 - Identification and Classification of the Subsidiary Which 
            Acquired the Security Being Reported on by the Parent
            Holding Company:

   Included are the following subsidiaries of PNC Bank Corp. - HC:

   PNC Bancorp, Inc. - HC (wholly owned subsidiary of PNC Bank Corp.)

   PNC Bank, N.A. - BK (wholly owned subsidiary of PNC Bancorp, Inc.)

   PNC Bank, Ohio, National Association - BK (wholly owned subsidiary of 
   PNC Bancorp, Inc.)

   Item 8 - Identification and Classification of Members of the Group:
   N/A

   Item 9 - Notice of Dissolution of Group:
   N/A



<PAGE>   5

                                  SCHEDULE A


                               P. H. Glatfelter 

                                                                          
   Item 6 - Ownership of More than Five Percent on Behalf of
            Another Person

            The information contained in this statement relates to the
            shares of Common Stock that are held by PNC Bank, National
            Association, as trustee, executor, custodian or  agent, (1) or by
            other bank subsidiaries of PNC Bank Corp., acting in similar
            capacities (collectively, the "Shares).  In accordance with Section
            13d-3, certain of the Shares may be beneficially owned by more than
            one person. Of the Shares held in trusts, certain persons,
            including the settlors, trustees, beneficiaries and others named in
            the trust documents or documents ancillary thereto, may have the
            power to direct the receipt of dividends from, or the proceeds from
            the sale of, such Shares. As to the Shares that are held as
            executor, custodian or agent, certain persons, including account
            owners, have the power, under law or by contract, to direct the
            receipt of dividends from, or the proceeds from the sale of, such
            Shares. Notwithstanding the beneficial ownership of the Shares by
            several persons, the total number of Shares is 17,212,510.

            The following persons may have the power to direct the receipt
            of dividends from, or the proceeds from the sale of, a number of
            Shares that represents more than 5% of the outstanding Common Stock.

                (a) Philip H. Glatfelter, III
                    c/o P.H. Glatfelter Co.
                    Spring Grove, PA 17362

            Philip H. Glatfelter, III is a co-trustee, along with PNC Bank,
            National Association, of 12 trusts holding an aggregate of
            6,224,471 Shares, (2) and may be deemed to have shared voting and
            dispositive power as to such Shares. He also has a right to
            withdraw an aggregate of 1,256,330 Shares from two trust (3) and a
            right to purchase an aggregate of

            ------------
              1 PNC Bank, National Association, as Bank Constituent and 
                trust Agent (as defined in the Voting Trust Agreement 
                (as defined below), and PNC Bank Corp., as the parent of 
                PNC Bank, National Association, also report their beneficial 
                ownership as to 13,570,752 of the shares of Common Stock 
                reported herein (the "Trust Shares") on a statement on 
                Schedule 13D filed with the Securities and Exchange 
                Commission. The Trust Shares are held by the P.H. Glatfelter 
                Family Shareholders' Voting Trust established pursuant to 
                agreement dated as of July 1, 1993 (the "Voting Trust 
                Agreement"). PNC Bank, National Association, as Bank 
                Constituent and Trust Agent, and PNC Bank Corp. filed such
                Schedule 13D because PNC Bank, National Association, as Bank
                Constitutent and Trust Agent, has certan powers under the
                Voting Trust Agreement that may be construed as voting power as
                to the Trust Shares. The Trust Shares are also included in this
                statement on Schedule 13G because they may be withdrawn from
                the Voting Trust by certain fiduciary trusts of which PNC Bank,
                National Association is a trustee or co-trustee, generally
                within 60 days. Such right of withdrawal may be deemed to
                continue the beneficial ownership of the Trust Shares by PNC
                Bank, National Association, as trustee or co-trustee of such
                fiduciary trusts, and PNC Bank Corp., as its parent
                corporation, that existed prior to the establishment of the
                Voting Trust.

              2 All of such Shares are Trust Shares (as defined in note 1).

              3 Philip H. Glatfelter, III serves as a co-trustee of
                one of these trusts. All of such Shares are Trust Shares 
                (as defined in Note 1).



<PAGE>   6
            4,675,776 Shares from eight trusts. (4) In addition, he has an
            annual noncumulative right to withdrawal equal to the greater of 5%
            or $5,000 from two trusts holding an aggregatre of 88,316
            Shares. (5)

               (b) George H. Glatfelter
                   R.D. #5 - Woodsend
                   Spring Grove, PA 17362

            George H. Glatfelter is a co-trustee, along with PNC Bank,
            National Association, of five trusts holding an aggregate of
            88,964 Shares, (6) and may be deemed to have shared voting and
            dispositive power as to all of such Shares. He also has a right to
            withdraw an aggregate of 901,161 Shares from two trusts (7) and a
            right to purchase an aggregate of 3,806,352 Shares from six
            trusts. (8) In addition, he has an annual, noncumulative right of
            withdrawal equal to the greater of 5% or $5,000 from two trusts
            holding an aggregate of 88,316 Shares. (9)
        
            -------------

              4 Philip H. Glatfelter, III serves as a co-trustee of
                two of these trusts. An aggregate of 1,600,872 of such Shares
                are Trust Shares (as defined in note 1). 

              5 Philip H. Glatfelter, III serves as a co-trustee of
                both of these trusts. All of such Shares are Trust Shares 
                (as defined in note 1). 

              6 George H. Glatfelter serves as a co-trustee of four
                of these trust. All of such Shares are Trust Shares 
                (as defined in note 1). 

              7 All of such Shares are Trust Shares (as defined in note 1). 

              8 An aggregate of 731,448 of such Shares are Trust Shares 
                (as defined in note 1). 

              9 George H. Glatfelter serves as a co-trustee of both
                of these trusts. All of such Shares are Trust Shares.
 
<PAGE>   7



         Item 10 - Certification.

            By signing below I certify that, to the best of my knowledge and
         belief, the securities referred to above were acquired in the ordinary
         course of business and were not acquired for the purpose of and do not
         have the effect of changing or influencing the control of the issuer
         of such securities and were not acquired in connection with or as a
         participant in any transaction having such purposes or effect.


         Signature.

            After reasonable inquiry and to the best of my knowledge and
         belief, I certify that the information set forth in this statement is
         true, complete and correct.


         February 14, 1995
         _____________________________________________________________________
         Date

         /s/ William F. Strome
         _____________________________________________________________________
         Signature - PNC Bank Corp.


         William F. Strome, Senior Vice President
         _____________________________________________________________________
         Name/Title 



         February 14, 1995
         _____________________________________________________________________
         Date


         /s/ Paul L. Audet
         _____________________________________________________________________
         Signature - PNC Bancorp, Inc.


         Paul L. Audet, Vice President
         _____________________________________________________________________
         Name/Title 



         February 14, 1995
         _____________________________________________________________________
         Date

         /s/ William F. Strome
         _____________________________________________________________________
         Signature - PNC Bank, National Association


         William F. Strome, Senior Vice President
         _____________________________________________________________________
         Name/Title 





                     See Agreement Attached as Exhibit A

<PAGE>   8


                                  AGREEMENT                           EXHIBIT A

                               February 9, 1995

        The undersigned hereby agree to file a joint statement on Schedule 13G
under the Securities Exchange Act of 1934 (the "Act") in connection with their
beneficial ownership of common stock issued by P.H. Glatfelter Company.

        Each of the undersigned states that it is entitled to individually use
Schedule 13G pursuant to Rule 13d-1(c) of the Act.

        Each of the undersigned is responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and accuracy of
the information concerning each of them contained therein but none is
responsible for the completeness or accuracy of the information concerning the
others.

                          PNC BANK CORP.


                          BY:  /s/ William F. Strome
                              ________________________________________
                               William F. Strome, Senior Vice President


                          PNC BANCORP, INC.


                          BY:  /s/ Paul L. Audet
                              ________________________________________
                               Paul L. Audet, Vice President


                          PNC BANK, NATIONAL ASSOCIATION


                          BY:  /s/ William F. Strome
                              ________________________________________
                               William F. Strome, Senior Vice President



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