<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
P. H. GLATFELTER COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
P. H. GLATFELTER COMPANY
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registrations statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
- ---------------
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE> 2
[P. H. GLATFELTER COMPANY LOGO]
P. H. GLATFELTER COMPANY
228 SOUTH MAIN STREET
SPRING GROVE, PENNSYLVANIA 17362
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 1996
---------------------
TO THE SHAREHOLDERS:
The annual meeting of shareholders of P. H. Glatfelter Company will be held
at the Company's principal office, 228 South Main Street, Spring Grove,
Pennsylvania, on Wednesday, April 24, 1996 at 10:00 A.M. for the following
purposes:
1. To elect three members of the Board of Directors, each to serve for
full three-year terms expiring in 1999.
2. To transact such other business as may properly come before the
meeting.
Only holders of Common Stock of record on the transfer books of the Company
at the close of business on March 6, 1996 will be entitled to notice of and to
vote at the meeting.
It is important that your shares be represented and voted at the Annual
Meeting. Whether or not you currently intend to be present personally at the
Annual Meeting, you are urged to complete, date, sign and return the
accompanying proxy in the enclosed, self-addressed envelope requiring no postage
if mailed in the United States. You may still vote in person if you do attend
the Annual Meeting.
/s/ R. S. WOOD
R. S. WOOD,
Secretary
March 15, 1996
<PAGE> 3
P. H. GLATFELTER COMPANY
PROXY STATEMENT
INTRODUCTION
The accompanying proxy is solicited by the Board of Directors of P. H.
Glatfelter Company (the "Company"), 228 South Main Street, Spring Grove,
Pennsylvania 17362. Copies of this proxy statement and the accompanying proxy
are being mailed to the holders of Common Stock on or after March 15, 1996. The
proxy may be revoked by a shareholder at any time prior to its use by giving
written notice of such revocation to the Secretary of the Company, by appearing
at the meeting and voting in person or by the timely submission of a properly
executed later dated proxy. The expense of this solicitation will be paid by the
Company. Some of the officers and other employees of the Company may solicit
proxies personally and by telephone.
Holders of Common Stock of record at the close of business on March 6, 1996
will be entitled to one vote per share so held of record on all business of the
meeting, except that the holders have cumulative voting rights in elections of
directors. Therefore, each shareholder is entitled to as many votes in the
election of directors of each class as shall equal the number of his shares of
Common Stock multiplied by the number of directors of such class to be elected.
A shareholder may cast all such votes for a single nominee or may distribute
them between two or more nominees within such class as he sees fit. The Company
had 42,832,706 shares of Common Stock outstanding on the record date. The
presence at the meeting in person or by proxy of the holders of a majority of
the shares of Common Stock outstanding on the record date will constitute a
quorum at the meeting. Votes withheld and abstentions will be counted in
determining the presence of a quorum, but will not be voted. Broker non-votes
will not be counted in determining the presence of a quorum and will not be
voted. If the proxy is signed and returned without directions, the shares will
be voted as indicated in the Proxy Statement by the persons named in the
accompanying proxy. The votes will be counted by judges of election appointed by
the Company.
ELECTION OF DIRECTORS
Three directors are to be elected at the annual meeting of shareholders to
serve three-year terms expiring on the date of the 1999 annual meeting of
shareholders and until their respective successors are elected and shall
qualify. The persons named in the accompanying proxy intend to vote for the
election of N. DeBenedictis, G. H. Glatfelter and M. A. Johnson II for terms
expiring in 1999, unless authority to vote for one or more of such nominees is
specifically withheld in the proxy. Messrs. DeBenedictis, Glatfelter and Johnson
are currently directors of the Company. The persons named in the proxy will have
the right to vote cumulatively and to distribute their votes among the nominees
as they consider advisable. The three nominees for director receiving the
highest number of votes cast by shareholders entitled to vote thereon will be
elected to serve on the Board of Directors. The Board of Directors is informed
that all the nominees are willing to serve as directors, but if any of them
should decline to serve or become unavailable for election as a director at the
meeting, an event which the Board of Directors does not anticipate, the persons
named in the proxy will vote for such nominee or nominees as may be designated
by the Board of Directors unless the Board of Directors reduces the number of
directors accordingly.
<PAGE> 4
The following table sets forth information as to the nominees and the other
persons who are to continue as directors of the Company after the annual
meeting. The offices referred to in the table are offices of the Company unless
otherwise indicated. For information concerning the number of shares of Common
Stock of the Company owned by each director and all directors and officers as a
group as of March 6, 1996, see "Ownership of Common Stock."
<TABLE>
<CAPTION>
YEAR FIRST PRINCIPAL OCCUPATION AND
ELECTED A BUSINESSES DURING LAST FIVE
NAME AGE DIRECTOR YEARS AND CURRENT DIRECTORSHIPS
- --------------------------- --- ---------- -----------------------------------------------
Nominees to be elected for terms expiring in 1999:
<S> <C> <C> <C>
Nicholas DeBenedictis 50 1995 Chairman and Chief Executive Officer of
Philadelphia Suburban Corporation since May
1993; President and Chief Executive Officer of
Philadelphia Suburban Corporation and Chairman
of Philadelphia Suburban Water Company from
July 1992 to May 1993; Senior Vice President of
Corporate Public Affairs of Philadelphia
Electric Company prior to June 1992; Director
of Philadelphia Suburban Corporation, Air &
Water Technologies Corporation and Provident
Mutual Life Insurance Company
George H. Glatfelter(1) 69 1970 Retired; former Vice President--Manufacturing,
Spring Grove Mill
M. A. Johnson II 62 1970 Retired; former Executive Vice President,
Treasurer and Chief Financial Officer
<CAPTION>
Directors continuing for terms expiring in 1998:
<S> <C> <C> <C>
P. H. Glatfelter III(1) 79 1944 Chairman Emeritus since 1988; Chairman of the
Board prior thereto
Roger S. Hillas 68 1964 Retired; Chairman and Chief Executive Officer,
Meritor Savings Bank, prior to December 1992;
Director of Consolidated Rail Corporation, Toll
Bros., Inc., VF Corporation and The Bon-Ton
Stores, Inc.
Paul R. Roedel 68 1992 Retired; Chairman and Chief Executive Officer,
Carpenter Technology Corporation, manufacturer
of specialty metals, prior to July 1992;
Director of Carpenter Technology Corporation,
Meridian Bancorp, Inc. and General Public
Utilities Corporation
John M. Sanzo 46 1992 Private Financial Consultant since June 1994;
President, Edison Control Corporation,
manufacturer of circuit indicators for electric
utility industry, from November 1991 to June
1994; Managing Director, The First Boston
Corporation, an investment bank, prior to
August 1991
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
YEAR FIRST PRINCIPAL OCCUPATION AND
ELECTED A BUSINESSES DURING LAST FIVE
NAME AGE DIRECTOR YEARS AND CURRENT DIRECTORSHIPS
- --------------------------- --- ---------- -----------------------------------------------
Directors continuing for terms expiring in 1997:
<S> <C> <C> <C>
Robert E. Chappell 51 1989 President and Chief Executive Officer, Penn
Mutual Life Insurance Company since April 1995;
President and Chief Operating Officer, Penn
Mutual Life Insurance Company from January 1994
to April 1995; Executive Vice President, PNC
Bank Corp., a bank holding company, from
January 1992 to December 1993; Chairman,
Provident National Bank, a subsidiary of PNC
Bank Corp., prior to January 1993; Vice
Chairman, PNC Financial Corp prior to December
1991; President, Provident National Bank prior
to May 1991
George H. Glatfelter II(1) 44 1992 Senior Vice President since September 1995;
Vice President--General Manager, Glatfelter
Paper Division from May 1993 to September 1995;
General Manager, Glatfelter Paper Division
prior to May 1993
Thomas C. Norris 57 1976 Chairman, President and Chief Executive Officer
Richard L. Smoot 55 1994 President and Chief Executive Officer, PNC
Bank, National Association, Philadelphia/South
Jersey markets since October 1995; President
and Chief Executive Officer, PNC Bank, National
Association, Philadelphia from July 1991 to
October 1995; President, Provident National
Bank, from May 1991 to July 1991; Executive
Vice President, Provident National Bank, prior
to May 1991
</TABLE>
- ---------------
(1) P. H. Glatfelter III and George H. Glatfelter are brothers. George H.
Glatfelter II is the son of George H. Glatfelter.
INFORMATION ABOUT THE BOARD OF DIRECTORS
AND ITS COMMITTEES
BOARD OF DIRECTORS
The Board of Directors held six meetings during 1995. Each of the incumbent
directors attended at least 75% of the aggregate of all meetings of the Board of
Directors and committees thereof on which he served in 1995, except for R. E.
Chappell and P. R. Roedel. The standing committees of the Board are the
Executive Committee, the Audit Committee, the Compensation Committee, the
Finance Committee, the Nominating Committee and the Employee Benefits Committee.
The members of all of these committees are appointed by the Board.
COMMITTEES
Executive Committee -- The Executive Committee consists of six members of
the Board: G. H. Glatfelter, P. H. Glatfelter III, R. S. Hillas, M. A. Johnson
II, J. W. Kennedy and T. C. Norris. The Executive Committee has the authority to
exercise all of the powers of the Board of Directors between meetings of the
Board, except the power to amend the Company's By-Laws, submit matters to
shareholders
3
<PAGE> 6
for approval, create or fill vacancies in the Board of Directors and repeal or
modify any prior action of the Board of Directors that by its terms can be
repealed or amended only by the Board. The Executive Committee held no meetings
during 1995.
Audit Committee -- The Audit Committee consists of six members of the
Board: G. Baldwin, Jr., R. E. Chappell, J. W. Kennedy, R. S. Hillas, P. R.
Roedel and J. M. Sanzo, none of whom are members of the Company's management.
Generally, the Audit Committee (i) recommends to the Board of Directors the
independent accountants to be appointed for the Company, (ii) meets with the
independent accountants, the chief internal auditor and corporate officers to
review matters relating to corporate financial reporting and accounting
procedures and policies, adequacy of financial, accounting and operating
controls and the scope of the audits of the independent accountants and internal
auditors, including in the case of the independent accountants, the fees for
such services and (iii) reviews and reports on the results of such audits to the
Board of Directors. The Audit Committee held two meetings during 1995.
In accordance with the recommendations of the Audit Committee, the Board of
Directors has appointed Deloitte & Touche LLP, independent certified public
accountants, to audit the consolidated financial statements of the Company and
its consolidated subsidiaries for the year ending December 31, 1996. A
representative of Deloitte & Touche is expected to attend the shareholders'
meeting and will be given the opportunity to make a statement if he or she
desires to do so and will be available to respond to appropriate questions.
Compensation Committee -- The Compensation Committee consists of five
members of the Board: P. H. Glatfelter III, R. S. Hillas, J. W. Kennedy, P. R.
Roedel and R. L. Smoot. The responsibilities of the Compensation Committee are
described below (see "Report of Compensation Committee on Executive
Compensation"). The Compensation Committee held six meetings during 1995.
Finance Committee -- The Finance Committee consists of six members of the
Board: R. E. Chappell, G. H. Glatfelter II, P. H. Glatfelter III, M. A. Johnson
II, T. C. Norris and J. M. Sanzo. The Finance Committee is responsible for
overseeing the Company's financial affairs and recommending such financial
actions and policies, including those with respect to dividends, as are most
appropriate to accommodate the Company's strategic and operating strategies
while maintaining its sound financial condition. The Finance Committee held two
meetings during 1995.
Nominating Committee -- The Nominating Committee consists of four members
of the Board: P. H. Glatfelter III, R. S. Hillas, T. C. Norris and J. M. Sanzo.
The responsibilities of the Nominating Committee include the identification and
recruitment of effective candidates for nomination as directors and officers of
the Company. The Nominating Committee held three meetings during 1995. The
Nominating Committee will consider as nominees for election to the Board persons
recommended by the holders of Common Stock of the Company. Any shareholder
desiring to recommend a nominee for election at the 1997 annual meeting of
shareholders should submit such nomination in writing to the Secretary of the
Company by November 17, 1996.
Employee Benefits Committee -- The Employee Benefits Committee consists of
two members of the Board, G. H. Glatfelter II and T. C. Norris, and three
officers or employees of the Company, D. H. Landis, R. P. Newcomer and R. S.
Wood. The responsibilities of the Employee Benefits Committee include the
general overview of the provisions of various pension plans of the Company and
periodic review of pension fund performance. The Committee is also responsible
for administering the Company's various profit sharing, 401(k) savings and stock
ownership plans and for conducting a periodic review of profit sharing and
savings plan fund performance. The Committee held two meetings during 1995.
4
<PAGE> 7
COMPENSATION OF DIRECTORS
The compensation policy with respect to non-employee directors was revised
in April, 1995. Previously, non-employee directors received as compensation for
serving on the Board an annual retainer of $12,000. Non-employee directors are
now paid a retainer fee of $7,500 per year. In addition, non-employee directors
are paid $1,000 for every board meeting attended plus $500 for every committee
meeting attended. Non-employee committee chairpersons also receive an annual
committee-related retainer of $1,000.
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning compensation
from the Company and its subsidiaries which was awarded to, earned by, or paid
to the Company's Chief Executive Officer and each of the Company's five other
most highly compensated executive officers in 1995, including R. W. Wand, an
executive officer who retired October 1, 1995:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------------------
AWARDS
------------------------ PAYOUTS($)
NAME AND ANNUAL COMPENSATION RESTRICTED SECURITIES ----------
PRINCIPAL FISCAL ---------------------- STOCK UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY($) BONUS($)(1) AWARDS($)(2) OPTIONS PAYOUTS($) COMPENSATION($)(3)
- ---------------------------- ------ --------- ----------- ------------ ---------- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
T. C. Norris................ 1995 355,052 370,964 0 0 0 10,567
Chairman, President and 1994 320,102 4,802 0 0 0 9,519
CEO 1993 316,337 15,184 0 45,000 0 9,405
J. F. Myers................. 1995 166,320 191,953 0 18,230 0 4,990
Vice President-- 1994 151,200 2,268 0 0 0 4,536
Manufacturing Technology 1993 149,094 7,157 0 25,000 0 4,473
R. P. Newcomer.............. 1995 140,277 191,914 0 18,230 0 4,122
Senior Vice President, 1994 112,212 1,683 0 0 0 3,280
Treasurer and CFO 1993 101,204 4,858 0 25,000 0 3,000
G. H. Glatfelter II......... 1995 157,593 152,416 0 15,580 0 0
Senior Vice President 1994 128,619 4,244 0 0 0 0
1993 119,899 6,355 0 25,000 0 0
R. W. Wand.................. 1995 152,425 146,393 0 0 0 16,775
Retired, former Vice 1994 183,492 2,752 0 0 0 5,530
President--Administration 1993 182,157 8,744 0 25,000 718,750 5,490
R. S. Lawrence.............. 1995 146,760 133,056 0 15,580 0 4,403
Vice President--General 1994 127,620 0 0 0 0 3,829
Manager, Ecusta Paper 1993 119,112 1,634 0 25,000 0 2,808
Division
</TABLE>
- ---------------
(1) Reflects distributions under a broad-based profit sharing plan payable to
all salaried employees and bonuses under the Management Incentive Plan for
executive officers and other senior level employees. Bonuses under the
Management Incentive Plan were not earned in 1994 or 1993 since financial
results did not meet minimum award goals.
(2) At December 31, 1995, Mr. Norris held restricted stock awards for 160,000
shares of common stock, 100,000 shares of which will vest on May 1, 1996 and
20,000 shares of which will vest on each of May 1, 1997, May 1, 1998 and May
1, 1999. At December 31, 1995, Mr. Myers held restricted stock awards for
50,000 shares of common stock, all of which will vest on May 1, 1996. At
December 31, 1995, the fair market value of the shares subject to awards
held by Mr. Norris and Mr. Myers was $2,740,000 and $856,250, respectively.
No dividends are paid on shares subject to restricted stock awards which
have not
5
<PAGE> 8
vested. The table does not include performance shares described under
"Long-Term Incentive Plan Awards".
(3) Other compensation reported for 1995 represents (a) matching contributions
under the Company's Employee Stock Purchase Plan; (b) matching contributions
under the Company's 401(k) Savings Plan; (c) in the case of Mr. Norris and
Mr. Wand, $25 payable to each employee at the Company's Spring Grove Mill
with service to the Company in excess of 25 years; and (d) $12,177 paid to
Mr. Wand after his retirement pursuant to a part-time consulting agreement
under which Mr. Wand has been acting as a part-time environmental consultant
to the Company. The Company contributions during 1995 under the Company's
Employee Stock Purchase Plan were as follows: $7,644 to Mr. Norris; $3,742
to Mr. Myers; $2,952 to Mr. Newcomer; $4,573 to Mr. Wand and $3,302 to Mr.
Lawrence. The Company contributions during 1995 pursuant to the Company's
401(k) Savings Plan were as follows: $2,898 to Mr. Norris; $1,248 to Mr.
Myers; $1,170 to Mr. Newcomer and $1,101 to Mr. Lawrence.
OPTION GRANTS
The following table sets forth information concerning the number of options
granted during 1995 and the value of unexercised options to purchase Common
Stock held by the named executive officers at December 31, 1995. Under the terms
of the stock options granted during 1995, none of the options were exercisable
until 1996.
OPTION GRANTS IN 1995
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL
RATES
NUMBER OF % OF OF STOCK PRICE
SECURITIES TOTAL APPRECIATION FOR
UNDERLYING OPTIONS OPTION
OPTIONS GRANTED TO EXERCISE TERM(2)
GRANTED EMPLOYEES PRICE EXPIRATION --------------------
NAME (#)(1) DURING 1995 ($/SH)(1) DATE 5%($) 10%($)
- ----------------------- ------------- ------------- ---------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
T. C. Norris........... 0 -- -- -- -- --
J. F. Myers............ 18,230 7.9 17.81 4/30/05 204,216 517,523
R. P. Newcomer......... 18,230 7.9 17.81 4/30/05 204,216 517,523
G. H. Glatfelter II.... 15,580 6.8 17.81 4/30/05 174,530 442,293
R. W. Wand............. 0 -- -- -- -- --
R. S. Lawrence......... 15,580 6.8 17.81 4/30/05 174,530 442,293
</TABLE>
- ---------------
(1) Options granted are exercisable with respect to 25% of the total number of
shares subject to option on each of January 1, 1996 and January 1 of the
following three years, provided the grantee of the option has been
continuously employed by the Company since the date of grant.
(2) Based on these assumed rates of appreciation, the aggregate market value of
the 43,435,312 shares of the Company's Common Stock outstanding on December
31, 1995, would increase by approximately $516,000,000 ($11.89 per share)
and $1,263,000,000 ($29.08 per share), respectively, over the option term.
The dollar amount shown for the named executive officers is not discounted
to present value and is prior to payment of federal and state taxes.
6
<PAGE> 9
YEAR-END OPTION VALUES
The following table sets forth information concerning options exercised in
1995 and the value of unexercised options to purchase Common Stock held by the
named executive officers at December 31, 1995.
AGGREGATED OPTION EXERCISES IN 1995
AND OPTION VALUES AT DECEMBER 31, 1995
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF IN-THE-MONEY
SHARES UNEXERCISED OPTIONS AT
ACQUIRED ON OPTIONS AT 12/31/95 12/31/95($)(1)
EXERCISE VALUE ---------------------------- ----------------------------
NAME (#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
T. C. Norris........... 0 n/a 22,500 22,500 0 0
J. F. Myers............ 0 n/a 12,500 30,730 0 0
R. P. Newcomer......... 0 n/a 12,500 30,730 0 0
G. H. Glatfelter II.... 0 n/a 12,500 28,080 0 0
R. W. Wand............. 12,500 59,766 0 0 0 0
R. S. Lawrence......... 0 n/a 12,500 28,080 0 0
</TABLE>
- ---------------
(1) The exercise price exceeded the market value of the Company's Common Stock
on December 31, 1995.
LONG-TERM INCENTIVE PLAN AWARDS
The following table sets forth information concerning the number of
performance shares granted in 1995 under the Company's 1992 Key Employee
Long-Term Incentive Plan.
LONG-TERM INCENTIVE PLAN AWARDS IN 1995
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF PERFORMANCE OR NON-STOCK PRICE BASED PLAN
SHARES, UNITS OTHER PERIOD ------------------------------------------------------
OR OTHER UNTIL MATURATION THRESHOLD TARGET MAXIMUM
NAME RIGHTS(1) OR PAYOUT(2) SHARES(#) SHARES(#) SHARES(#)
- -------------------- ------------- ---------------- --------- ------------------------------ -------
<S> <C> <C> <C> <C> <C>
T .C. Norris........ -- -- -- -- --
J. F. Myers......... 5,650 4 years 2,825 5,650 11,300
R .P. Newcomer...... 5,650 4 years 2,825 5,650 11,300
G. H. Glatfelter
II................ 4,830 4 years 2,415 4,830 9,660
R. W. Wand.......... -- -- -- -- --
R. S. Lawrence...... 4,830 4 years 2,415 4,830 9,660
</TABLE>
- ---------------
(1) Performance shares awarded in 1995 under the 1992 Key Employee Long-Term
Incentive Plan will be paid at the end of the performance period in amounts
based upon the Company's success in achieving certain performance goals,
which are a combination of (i) return on average shareholders' equity and
(ii) pre-tax earnings growth for the period. Payouts of earned performance
shares will be made in common stock of the Company. If the threshold return
on average shareholders' equity is not attained, no shares will be issued.
The performance shares will be forfeited upon termination of a participant's
employment with the Company during the performance period for any reason
other than death or disability.
(2) The performance period is from January 1, 1995 to December 31, 1998.
7
<PAGE> 10
EMPLOYEE BENEFIT PLANS
Salary Continuation Plan
The Company has a Salary Continuation Plan which provides for the payment
for ten years following the retirement or death of the participant of an amount
which on an actuarial basis as computed in 1987, was expected to equal the
difference between 55% of the participant's then projected compensation at age
60 and the sum of then projected Social Security and Company pension plan
retirement benefits to which the participant is entitled. If the participant
dies prior to retirement, the benefits are payable to the participant's
beneficiary. Compensation for purposes of the Salary Continuation Plan generally
includes salary plus cash received and deferred compensation accrued under the
Company's Management Incentive Plan and Salaried Employees' Profit Sharing Plan
and Company contributions under the Employee Stock Purchase Plan. The Company
has purchased insurance on the lives of the participants to provide funds to
help offset the costs of benefits payable under the Plan. T. C. Norris and R. W.
Wand are the only named executive officers who participate in the Plan.
Pension Plans
Officers and directors who are full time employees of the Company
participate either in the Spring Grove Division Pension Plan for salaried
employees or the Ecusta Division Pension Plan for salaried employees (the
"Pension Plans"). Benefits payable under the Pension Plans are based upon years
of service and average annual compensation for the five consecutive calendar
years during the ten years preceding the year of retirement that yield the
highest average. Retirement benefits under the Pension Plans are not subject to
any deduction for Social Security benefits. Retirement benefits accrued under
the Ecusta Division Pension Plan are reduced by any pension benefits payable
under a pension plan maintained by a predecessor employer. Annual compensation
for purpose of the Pension Plans generally includes salary as listed in the
Summary Compensation Table on page 5 ("Compensation Table") plus bonus listed in
the Compensation Table for the prior year (but excluding profit sharing awards).
To the extent deferral of an award under the Company's Management Incentive Plan
causes a reduction in a participant's pension under the Pension Plan applicable
to him, the Management Incentive Plan provides a pension supplement.
Participants in the Spring Grove Division Pension Plan who have been
participating since before May 1, 1970 may receive a benefit, if greater than
the usual benefit, which does not give effect to years of service, and is based
on plan earnings, which consist of the sum of average compensation in excess of
annual base salary for the five year period prior to the year of actual
retirement, or, if earlier, the year in which the employee attains age 60, and
the annual base salary as of the April 30th closest to the retirement date or,
if earlier, the April 30th closest to the 60th birthday. Annual compensation for
such participants generally means the salary and bonus amounts listed in the
Compensation Table.
The Company has a Supplemental Executive Retirement Plan which provides
participants with pension benefits that would have been payable under the
Company's Pension Plans but for certain legal limits. The benefits payable under
this Plan to each participant are equal to the difference between the benefits
that would have been payable under the applicable Pension Plan in the absence of
any legal limits and the benefits actually payable under the applicable Pension
Plan. Participants may elect to receive the benefits in any form permitted under
the applicable Pension Plan, or in the form of a single sum.
The following table shows the estimated annual retirement benefits payable
in the form of a single life annuity at normal retirement age under the Pension
Plans for salaried employees, the Supplemental Executive Retirement Plan and the
pension supplement provided under the Management Incentive Plan.
8
<PAGE> 11
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT BENEFIT BASED ON YEARS OF
AVERAGE ANNUAL SERVICE
FIVE YEAR PLAN -------------------------------------------------------
COMPENSATION 15 20 25 30 35
- -------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
125,000..................................... 25,782 34,376 42,970 46,095 49,220
150,000..................................... 31,032 41,376 51,720 55,470 59,220
175,000..................................... 36,282 48,376 60,470 64,845 69,220
200,000..................................... 41,532 55,376 69,220 74,220 79,220
250,000..................................... 52,032 69,376 86,720 92,970 99,220
300,000..................................... 62,532 83,376 104,220 111,720 119,220
400,000..................................... 83,532 111,376 139,220 149,220 159,220
500,000..................................... 104,532 139,376 174,220 186,720 199,220
600,000..................................... 125,532 167,376 209,220 224,220 239,220
700,000..................................... 146,532 195,376 244,220 261,720 279,220
800,000..................................... 167,532 223,376 279,220 299,220 319,220
</TABLE>
The following executive officers who participate in the Pension Plans had the
indicated credited years of service at December 31, 1995: T. C. Norris: 36
years, J. F. Myers: 28 years, R. P. Newcomer: 23 years, G. H. Glatfelter II: 19
years, and R. S. Lawrence: 35 years.
Of the named executive officers at December 31, 1995, Mr. Norris and Mr.
Myers were participants in the Spring Grove Division Pension Plan before May 1,
1970 and their accrued benefits at age 65 in the form of a single life annuity
under such plan, calculated without respect to service, were $243,449 and
$100,909 per year, respectively.
The Company has a Supplemental Management Pension Plan which provides for
the payment of an early retirement supplement to any participant who retires
before reaching age 65 and elects to defer receipt of benefits under one of the
Company's Pension Plans until he reaches age 65 or, if earlier, until the first
day of the 36th month following his retirement. The monthly payment equals the
monthly amount calculated for the participant under the Pension Plan, but with
the addition of three years to the participant's age. Payments end when the
participant or the participant's beneficiary begins to receive payments under
the Pension Plan or, if there is no beneficiary, at death.
COMPENSATION COMMITTEE INTERLOCK
AND INSIDER PARTICIPATION
The Compensation Committee consists of five members of the Board of
Directors: J. W. Kennedy (Chairman), P. H. Glatfelter III, R. S. Hillas, P. R.
Roedel and R. L. Smoot. Mr. Glatfelter is Chairman Emeritus and a former
Chairman of the Board and President of the Company, and is also a principal
shareholder of the Company (see "Ownership of Common Stock" below).
REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee reviews and approves the elements of the
Company's executive compensation program and assesses the effectiveness of the
program as a whole. The Compensation Committee's responsibilities include: (i)
reviewing and establishing the level of salaries and benefits for corporate
officers and other key senior management employees of the Company, including but
not limited to benefits under the Company's long-term incentive plan, profit
sharing plan, defined benefit and contribution plans and other welfare benefit
plans, (ii) reviewing annually with the Company's Chief Executive Officer, T. C.
Norris, the
9
<PAGE> 12
job performance of corporate officers and key senior management as measured
against financial and other objectives and the Company's achievements as
compared to certain other companies in the paper and forest products industry,
and (iii) reviewing and approving the participants in, and the operating rules
for awards under, the Company's Management Incentive Plan.
The Compensation Committee from time to time reviews the Company's entire
executive compensation structure through an examination of compensation
information for comparable companies and certain broader-based data, including
data relating to the geographic areas in which the Company has facilities,
compiled by the Company and by compensation and other consulting firms. As used
herein, comparable companies refer to other companies in the paper and forest
products industry (both publicly and privately owned) selected by management as
being the companies in the industry which on an overall basis are most similar
to the Company in relation to size, products and financial and other
characteristics and in certain cases to general industry and nondurable
manufacturing companies of roughly the same revenue size as the Company. Certain
of the comparable companies are included in the Dow Jones Paper Products
Industry Group and/or the S&P 500, and therefore are represented in the Stock
Performance Chart below. In examining the compensation paid by the comparable
companies, the Compensation Committee does not analyze the stock performance of
such companies, but does examine their general financial performance.
Executive Compensation Policies. The Compensation Committee has generally
structured the Company's executive compensation program (i) to be competitive
with compensation programs of comparable companies to enable the Company to
attract, retain and motivate a highly qualified executive management team, (ii)
to provide a significant portion of variable-based compensation that is
contingent upon objectively-measured performance to align executive officers'
interests with those of the Company's shareholders, and (iii) to include
appropriate and flexible design features in such programs which will be
responsive to the peculiarities of the paper industry and to the changing needs
of the Company. The elements of the Company's executive compensation program are
salary, annual incentive compensation and long-term incentive compensation and
other benefits. From time to time the Compensation Committee solicits the advice
of compensation and other consulting firms to evaluate the Company's executive
compensation program in order to ensure that such program is competitive with
compensation programs of comparable companies. The Compensation Committee will
consider whether any revisions to the Company's executive compensation program
are appropriate due to Section 162(m) of the Internal Revenue Code and proposed
regulations relating thereto which limit deductibility of compensation over $1
million paid to an executive officer in a year.
Salary. The Company's policy is to pay fair salaries at levels which are
sufficient to attract and retain high caliber individuals based on the relative
value of each position, as measured against comparable companies. The
Compensation Committee assigns each executive position a salary range based on
the salary level for similar positions at comparable companies. Ranges are
adjusted by the Committee periodically.
Generally, executive officer salaries are reviewed and approved annually.
The salary for each executive is set by the Compensation Committee within the
established range for the position after an assessment of his or her performance
and the relation of his or her salary to the midpoint for the relevant salary
range, as well as the Company's financial results and general economic
conditions. The factors that were considered in granting salary increases to
executive officers in 1995 were as follows: (i) salaries for such officers had
been frozen since April, 1993, (ii) the salary levels for a number of the
executive officers were significantly below the midpoint salary levels of the
salary grades for their respective positions and the midpoint salary levels for
positions of similar scope and responsibility at comparable companies and, (iii)
the Compensation Committee's assessment of the officer's performance as
evaluated and reported to the Committee by the Chief Executive Officer. Mr.
Glatfelter and Mr. Newcomer were granted additional increases coincident with
their election to the office of Senior Vice President on September 27, 1995.
Annual Incentive Compensation. The Compensation Committee establishes
incentive bonus opportunities designed to encourage greater efforts on the part
of key salaried employees to increase the profits of the
10
<PAGE> 13
Company. The incentive bonus opportunities potentially represent a significant
portion of total compensation and are intended to correlate with the financial
performance of the Company or one or more divisions thereof. The underlying
objectives of the Company's Management Incentive Plan are to assure that
incentive bonus awards are at risk annually, to reward key mill management
personnel on the basis of both mill and corporate financial results, and to
provide an incentive bonus award structure for key salaried employees of the
Company that is similar to that of comparable companies.
To establish financial targets for payment of incentive awards, the Company
and each of its mills are treated as separate profit centers. In addition, the
Glatfelter Paper Group profit center represents a combination of the Spring
Grove and Neenah mill profit centers. The incentive bonus award for all profit
centers, exclusive of the Corporate profit center, is based on a combination of
the return on capital employed (as defined for each of the individual mill
profit centers), and the return on shareholders' equity (as defined) of the
Company. The incentive bonus award for the Corporate profit center is based
solely on return on shareholders' equity (as defined) of the Company.
The Compensation Committee establishes maximum, target and minimum
financial objectives to be achieved for each profit center each year. Under the
Plan, when establishing such financial objectives, the Compensation Committee
considers the current economic climate, the forecast for the Company's business
and the historical financial results of the Company. This methodology is
intended to induce management to enhance the profitability of the Company
throughout the full business cycle, and therefore should provide value to the
shareholders of the Company. The Compensation Committee believes that executive
officers should not receive any incentive bonus if the Company does not achieve
annually established minimum financial objectives.
The financial performance of the Company's corporate and Ecusta mill profit
centers for 1995, which were the most relevant profit centers for the named
executive officers, exceeded the maximum financial objectives established by the
Committee. Accordingly, in 1995 the Company made incentive bonus payments, in
contrast to the prior two years when no incentive bonuses were paid because the
Company did not reach the minimum financial objectives for those years.
Long-Term Incentive Compensation. The Company's Long-Term Incentive Plan,
which was approved by shareholders in 1992, enables the Company to offer key
employees equity interests in the Company and other incentive awards, including
performance-based stock incentives. Certain features of the Plan (i.e. stock
options, performance awards, performance units and restricted stock) are similar
to long-term incentives offered by many of the comparable companies. The primary
purposes of the Plan are to (i) attract, retain, motivate and reward key
employees, (ii) provide target long-term incentive award opportunities which are
competitive with comparable companies, (iii) assure that the awards issued
pursuant to the Plan reflect the cyclical and long-term nature of the paper
industry, (iv) enable senior executives to acquire appropriate levels of equity
interest in the Company in order to increase the alignment of their interests
with those of shareholders and (v) otherwise strengthen the mutuality of
interests between key employees and the Company's shareholders.
In 1995, the Company adopted a long-term incentive program, developed at
the direction of the Committee by an executive compensation consulting firm,
under which stock options and/or performance shares are granted annually to key
employees. The value of such awards is based upon the value of awards granted to
positions of similar scope and responsibility within comparable companies. Stock
options have an exercise price equal to the fair market value of the Company's
Common Stock at the time of the grant and become exercisable in 25% increments
on January 1 of the next four years. Contingent awards of performance shares are
generally made on the first day of the four-year Award Period. At the end of the
four-year award period, the number of shares earned is based upon the level of
achievement of two factors: return on average shareholders' equity and pre-tax
earnings growth for the four-year performance period. If the threshold return on
average shareholders' equity is not attained, no shares are earned. Above the
threshold goals, the contingent
11
<PAGE> 14
award is reduced if the target goals are not met and such contingent award is
supplemented if the target goals are exceeded. Payouts of earned performance
shares are made in common stock of the Company at the end of the four-year
performance period. The primary factors considered by the Compensation Committee
in setting the amounts of options and performance shares granted in 1995 were
the amounts granted by comparable companies in establishing a new program and
the Committee's view that the Company has granted long-term incentive awards in
recent years with less frequency than many comparable companies.
CEO Compensation. Mr. Norris' salary increased effective July 1, 1995, the
first such increase since April 1, 1993. The Committee recognized Mr. Norris'
leadership of the Company through the industry downcycle and the successful
completion of the pulpmill modernization project. In addition, the Compensation
Committee determined in its review of comparable company data that Mr. Norris'
base salary was significantly below that of the average for his peer group and
his midpoint base salary was also significantly below the average for his peer
group.
Mr. Norris received the maximum annual incentive bonus award for 1995
reflecting the fact that the financial performance of the Company's corporate
profit center for 1995 exceeded the maximum financial objectives established by
the Compensation Committee for 1995. At the request of Mr. Norris, the
Compensation Committee did not award him any long-term incentive compensation in
1995.
J. W. Kennedy
P. H. Glatfelter III
R. S. Hillas
P. R. Roedel
R. L. Smoot
12
<PAGE> 15
STOCK PERFORMANCE CHART
The following chart compares the yearly percentage change in the cumulative
total return on the Company's Common Stock during the five years ended December
31, 1995 with the cumulative total return on the S&P 500 Composite Index and the
Dow Jones Paper Products Industry Group. The comparison assumes $100 was
invested on December 31, 1990 in the Company's Common Stock and in each of the
foregoing indices and assumes reinvestment of dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS
AMONG P.H. GLATFELTER COMPANY, S&P 500 COMPOSITE INDEX AND
DOW JONES PAPER PRODUCTS INDUSTRY GROUP
<TABLE>
<CAPTION>
DOW JONES
S&P 500 PAPER PROD-
MEASUREMENT PERIOD COMPOSITE UCTS INDUSTRY P.H. GLATFELTER
(FISCAL YEAR COVERED) INDEX GROUP COMPANY
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 130.47 127.05 126.12
1992 140.41 123.94 86.12
1993 154.56 139.32 93.35
1994 156.60 154.31 81.12
1995 215.45 165.95 93.07
</TABLE>
CERTAIN TRANSACTIONS
R. L. Smoot, a director of the Company, is President and Chief Executive
Officer of PNC Bank, National Association, Philadelphia/South Jersey markets.
PNC Bank, National Association ("PNC Bank"), an indirect subsidiary of PNC Bank
Corp., has a banking relationship with the Company and provides general banking
services and credit facilities. The Company has a line of credit with PNC Bank
in the amount of $45,000,000, in respect of which the Company paid $187,090 in
interest for 1995. The maximum outstanding principal balance in 1995 was
$22,300,000. All transactions between the Company and PNC Bank have been made in
the ordinary course of business and on substantially the same terms as those
prevailing at the time for comparable transactions with other persons.
13
<PAGE> 16
OWNERSHIP OF COMMON STOCK
The following table sets forth as of March 6, 1996 (except as otherwise
noted) the holdings of (i) each person who is known by the Company to own
beneficially more than 5% of the Common Stock of the Company, (ii) each director
and certain executive officers and (iii) all directors and executive officers of
the Company as a group. All stock with respect to which a person has the right
to acquire beneficial ownership within 60 days is considered beneficially owned
by that person.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP PERCENTAGE
(NUMBER OF SHARES) OF CLASS
--------------------------------- (IF
VOTING AND/OR GREATER
NAME DIRECT(1) INVESTMENT POWER(2) THAN 1%)
- ----------------------------------------------------- --------- ------------------- ----------
<S> <C> <C> <C>
Principal Holders
PNC Bank Corp...................................... 0 16,717,089(3) 39.0%
Fifth Ave. & Wood St.
Pittsburgh, Pa.
P. H. Glatfelter III............................... 0 9,851,725(4)(5) 23.0%
Spring Grove, Pa.
G. H. Glatfelter................................... 0 4,220,650(5)(6) 9.9%
Spring Grove, Pa.
P. H. Glatfelter Family Shareholders' Voting 0 13,512,473(7) 31.5%
Trust...........................................
c/o PNC Bank
17th and Chestnut Streets
Philadelphia, Pa.
John Hancock Mutual Life Insurance Company......... 0 2,428,803(8) 5.7%
John Hancock Place
Boston, Ma.
</TABLE>
Directors and certain officers (other than those listed above)
<TABLE>
<S> <C> <C> <C>
G. Baldwin, Jr..................................... 0 2,000 --
R. E. Chappell..................................... 0 2,000 --
N. DeBenedictis.................................... 1,000 0 --
G. H. Glatfelter II................................ 0 34,740(9) --
R. S. Hillas....................................... 6,000 0 --
M. A. Johnson II................................... 10,544 1,536 --
J. W. Kennedy...................................... 14,800 2,000 --
R. S. Lawrence..................................... 3,906 24,878(10) --
J. F. Myers........................................ 62,655 25,419(11) --
R. P. Newcomer..................................... 3,174 27,579(11) --
T. C. Norris....................................... 54,567 40,022(12) --
P. R. Roedel....................................... 200 0 --
J. M. Sanzo........................................ 500 0 --
R. L. Smoot........................................ 200 0 --
R. W. Wand......................................... 45,760 9,384 --
All directors and executive officers as a group.... 206,412 11,057,577(13) 26.3%
</TABLE>
- ---------------
(1) Reported in this column are shares held of record.
(2) Does not include shares reported in Direct Ownership column. For purposes
of the table, shares of Common Stock are considered beneficially owned by a
person if such person has or shares voting or investment power with respect
to such stock. As a result, the same security may be beneficially owned
14
<PAGE> 17
by more than one person and, accordingly, in some cases, the same shares
are listed opposite more than one name in the table. Also includes, in some
cases, shares beneficially held by wives or minor children, as to which
beneficial ownership is disclaimed.
(3) Consists of 8,942,690 shares as to which PNC Bank Corp. has sole voting
power; 7,702,399 shares as to which PNC Bank Corp. has shared voting power;
8,301,057 shares as to which PNC Bank Corp. has sole investment power; and
7,921,204 shares as to which PNC Bank Corp. has shared investment power.
The amounts specified for shared voting power and shared investment power
both include 6,213,481 and 90,469 shares held by PNC Bank as co-trustee
with P. H. Glatfelter III and G. H. Glatfelter, respectively. In addition,
13,512,473 shares of the total amount of shares beneficially held by PNC
Bank Corp. are deposited in the Voting Trust (see footnotes (5) and (7)).
Of the 16,717,089 shares beneficially held by PNC Bank Corp., all such
shares are also considered to be beneficially held by its subsidiary, PNC
Bancorp, Inc., and 16,706,689 shares are considered to be beneficially held
by PNC Bank.
(4) Includes 6,213,481 shares held as co-trustee with PNC Bank; 1,247,766
shares (of which 968,622 shares are also included in the total number of
shares which he holds as co-trustee) which P. H. Glatfelter III has the
right to withdraw from certain trusts of which PNC Bank is trustee;
3,229,020 shares (all of which are held in trusts of which PNC Bank is
trustee) which P. H. Glatfelter III and G. H. Glatfelter have the
collective right, on certain conditions, to purchase; and 869,424 shares
(of which 689,232 shares are also included in the total number of shares
which he holds as co-trustee and the remainder are held in trusts of which
PNC Bank is trustee) which P. H. Glatfelter III has the right, on certain
conditions, to purchase.
(5) All shares beneficially owned by P. H. Glatfelter III and G. H. Glatfelter
are deposited in the Voting Trust (see footnote (7)).
(6) Includes 90,469 shares held as co-trustee with PNC Bank, 905,577 shares (of
which 4,416 shares are also included in the number of shares which he holds
as co-trustee) which G. H. Glatfelter has the right to withdraw from
certain trusts of which PNC Bank is trustee and 3,229,020 shares which
P. H. Glatfelter III and G. H. Glatfelter have the collective right, on
certain conditions, to purchase.
(7) Consists of shares beneficially owned by certain descendants of Philip H.
Glatfelter or the spouses of such descendants, including shares
beneficially owned by P. H. Glatfelter III, G. H. Glatfelter and G. H.
Glatfelter II, which were deposited in the P. H. Glatfelter Family
Shareholders' Voting Trust dated July 1, 1993 (the "Voting Trust"). Shares
deposited in the Voting Trust may be withdrawn subject to certain
conditions. Co-trustees for the Voting Trust are William M. Eyster II,
Patricia G. Foulkrod, Phillip H. Glatfelter IV, William L. Glatfelter III,
Irene G. Fegley and PNC Bank. Co-trustees other than PNC Bank each
represent a family group. The shares deposited in the Voting Trust may be
voted only in accordance with a majority of votes cast by the co-trustees
pursuant to a weighted formula in which (i) each co-trustee (other than PNC
Bank) is entitled to cast such number of votes as is equal to the number of
shares deposited in the Voting Trust in which members of his or her family
group have an interest and (ii) PNC Bank is entitled to cast such number of
votes as is equal to the number of shares deposited in the Voting Trust in
which any fiduciary trust of which PNC Bank is a trustee and which is for
the benefit of one or more Glatfelter family members has an interest. The
co-trustees have no dispositive power with regard to the shares deposited
in the Voting Trust. The Voting Trust will continue until it is terminated
by the co-trustees or all of the shares deposited in the Voting Trust are
withdrawn. The address for each of the co-trustees is c/o PNC Bank, 17th
and Chestnut Streets, Philadelphia, Pa.
(8) Represents 2,428,803 shares beneficially owned, as of February 29, 1996, by
The Berkeley Financial Group through its direct, wholly-owned subsidiary,
NM Capital Management, Inc., which beneficially owns 2,384,703 shares, and
through its direct, wholly-owned subsidiary, John Hancock Advisers, Inc.,
which beneficially owns 44,100 shares. The Berkeley Financial Group is a
direct, wholly-owned
15
<PAGE> 18
subsidiary of John Hancock Asset Management, which is a direct,
wholly-owned subsidiary of John Hancock Subsidiaries, Inc., which is a
direct, wholly-owned subsidiary of John Hancock Mutual Life Insurance
Company.
(9) Includes 22,645 shares subject to the currently exercisable portions of
options. Of the shares beneficially owned by G. H. Glatfelter II, 11,580
are subject to the Voting Trust (see footnote (7)).
(10) Includes 22,645 shares subject to the currently exercisable portions of
options.
(11) Includes 23,308 shares subject to the currently exercisable portions of
options.
(12) Includes 33,750 shares subject to the currently exercisable portions of
options.
(13) Includes 166,254 shares subject to currently exercisable portions of
options. The Form 4 filed by R. S. Lawrence on September 27, 1995 did not
reflect the acquisition of 500 shares by Mr. Lawrence's wife on September
12, 1995. Mr. Lawrence filed a Form 4 on December 7, 1995 to disclose the
beneficial ownership of such shares.
P. H. Glatfelter III, G. H. Glatfelter, the Voting Trust, PNC Bank Corp.,
PNC Bancorp, Inc., PNC Bank and John Hancock Mutual Life Insurance Company and
its above-referenced subsidiaries may be deemed to be "control persons" of the
Company for purposes of the proxy rules and regulations of the Securities and
Exchange Commission.
OTHER BUSINESS
The Board of Directors does not intend to present to the meeting any
business other than the election of directors. If any other matter is presented
to the meeting which under applicable proxy regulations need not be included in
this proxy statement or which the Board of Directors did not know would be
presented a reasonable time before this solicitation, the persons named in the
accompanying proxy will have discretionary authority to vote proxies with
respect to such matter in accordance with their best judgment.
DEADLINE FOR SHAREHOLDER PROPOSALS
The Company must receive any proposal which a shareholder wishes to submit
to the 1997 annual meeting of shareholders by November 17, 1996, if the proposal
is to be considered by the Board of Directors for inclusion in the proxy
material for that meeting.
/s/ R. S. WOOD
R. S. WOOD,
Secretary
March 15, 1996
16
<PAGE> 19
[RECYCLED PAPER LOGO]
Printed on Ecusta Nyalite
Manufactured by the Ecusta Division of the
P. H. Glatfelter Company
Basis 25x38 -- 40 lb. Recycled.
<PAGE> 20
PROXY P. H. GLATFELTER COMPANY
SPRING GROVE, PENNSYLVANIA
------------------------------------
PROXY SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF THE COMPANY FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD APRIL 24, 1996
The undersigned shareholder of P. H. Glatfelter Company hereby appoints
Roger S. Hillas, Paul R. Roedel and John M. Sanzo and each of them, attorneys
and proxies, with power of substitution in each of them, to vote and act for
and on behalf of the undersigned at the annual meeting of shareholders of the
Company to be held at the Company's principal office, Spring Grove,
Pennsylvania, on Wednesday, April 24, 1996, and at all adjournments thereof,
according to the number of shares which the undersigned would be entitled to
vote if then personally present, as indicated hereon and in their discretion
upon such other business as may come before the meeting, all as set forth in
the notice of the meeting and in the proxy statement furnished herewith, copies
of which have been received by the undersigned; and hereby ratifies and
confirms all that said attorneys and proxies may do or cause to be done by
virtue hereof.
IT IS AGREED THAT UNLESS OTHERWISE MARKED ON THE OTHER SIDE SAID
ATTORNEYS AND PROXIES ARE APPOINTED WITH AUTHORITY TO VOTE FOR THE ELECTION OF
DIRECTORS.
(PLEASE FILL IN, SIGN AND DATE ON THE OTHER SIDE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE)
(Continued and to be signed on reverse side)
<PAGE> 21
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
VOTE FOR ALL
NOMINEES LISTED VOTE
AT RIGHT, EXCEPT AS WITHHELD
INDICATED BELOW FROM ALL NOMINEES
1. Election of Directors: / / / /
THE BOARD OF DIRECTORS RECOMMENDS VOTING 'FOR' THE NOMINEES.
NOMINEES: Term Expiring in 1999:
Nicholas DeBenedictis
George H. Glatfelter
M. A. Johnson II
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S
NAME IN THE SPACE BELOW:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Signature Date
-------------------------------------------- ------------------
Signature Date
-------------------------------------------- ------------------
IF HELD JOINTLY
NOTE: Signature should be the same as the name printed above. Executors,
administrators, trustees, guardians, attorneys, and officers of
corporations should add their title when signing.
