<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 14)
P. H. Glatfelter Company
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
377316-104
- ------------------------------------------------------------------------------
(CUSIP Number)
CUSIP No. 377316-104 Page 1 of 8 Pages
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons
PNC Bank Corp. 25-1435979
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 8,684,607
Beneficially Owned
By Each Reporting
Person With 6) Shared Voting Power 7,700,789
7) Sole Dispositive Power 8,115,386
8) Shared Dispositive Power 7,919,594
9) Aggregate Amount Beneficially Owned by Each Reporting Person
16,643,890
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11) Percent of Class Represented by Amount in Row (9) 37.9
12) Type of Reporting Person (See Instructions) HC
<PAGE> 2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 14)
P. H. Glatfelter Company
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
377316-104
- ------------------------------------------------------------------------------
(CUSIP Number)
CUSIP No. 377316-104 Page 2 of 8 Pages
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 8,684,607
Beneficially Owned
By Each Reporting
Person With 6) Shared Voting Power 7,700,789
7) Sole Dispositive Power 8,115,386
8) Shared Dispositive Power 7,919,594
9) Aggregate Amount Beneficially Owned by Each Reporting Person
16,643,890
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
11) Percent of Class Represented by Amount in Row (9) 37.9
12) Type of Reporting Person (See Instructions) HC
<PAGE> 3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 14)
P. H. Glatfelter Company
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- ------------------------------------------------------------------------------
(Title of Class of Securities)
377316-104
- ------------------------------------------------------------------------------
(CUSIP Number)
CUSIP No. 377316-104 Page 3 of 8 Pages
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons
PNC Bank, National Association 22-1146430*
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
Number of Shares 5) Sole Voting Power 8,673,073
Beneficially Owned
By Each Reporting
Person With 6) Shared Voting Power 7,700,789
7) Sole Dispositive Power 8,111,386
8) Shared Dispositive Power 7,916,594
9) Aggregate Amount Beneficially Owned by Each Reporting Person
16,632,356
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11) Percent of Class Represented by Amount in Row (9) 37.9
12) Type of Reporting Person (See Instructions) BK
*Reflects the September 6, 1996 merger of PNC Bank, National Association
with and into Midlantic Bank, National Association, with the surviving
bank continuing under the name "PNC Bank, National Association."
<PAGE> 4
ITEM 4 - OWNERSHIP:
The following information is as of December 31, 1996:
(a) Amount Beneficially Owned: 16,643,890 shares
(b) Percent of Class: 37.9
(c) Number of shares to which such person has:
(i) sole power to vote or to direct the vote 8,684,607
(ii) shared power to vote or to direct the vote 7,700,789
(iii) sole power to dispose or to direct the disposition of 8,115,386
(iv) shared power to dispose or to direct the disposition of 7,919,594
<PAGE> 5
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, National Association - BK (wholly owned subsidiary of PNC
Bancorp, Inc.)
PNC Bank, Ohio, National Association - BK (wholly owned subsidiary of PNC
Bancorp, Inc.)
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.
<PAGE> 6
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, 1997
-------------------------------------------------
Date
/s/ ROBERT L. HAUNSCHILD
-------------------------------------------------
Signature - PNC Bank Corp.
Robert L. Haunschild, Senior Vice President
and Chief Financial Officer
-------------------------------------------------
Name/Title
February 14, 1997
-------------------------------------------------
Date
/s/ PAUL L. AUDET
-------------------------------------------------
Signature - PNC Bancorp, Inc.
Paul L. Audet, Vice President
-------------------------------------------------
Name/Title
February 14, 1997
-------------------------------------------------
Date
/s/ THOMAS R. MOORE
-------------------------------------------------
Signature - PNC Bank, National Association
Thomas R. Moore, Vice President and
Assistant Secretary
-------------------------------------------------
Name/Title
AN AGREEMENT TO FILE A JOINT
STATEMENT WAS PREVIOUSLY FILED
AS EXHIBIT A TO AMENDMENT NO. 12.
<PAGE> 7
SCHEDULE A
P. H. Glatfelter Company
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 16,643,890.
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
At December 31, 1996, Philip H. Glatfelter III was a co-trustee,
along with PNC Bank, National Association, of 12 trusts holding an
aggregate of 6,213,481 Shares, (2) and may be deemed to have shared
voting and dispositive power as to such Shares. He also had a right
to withdraw an aggregate of 1,234,350 Shares from two trusts (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 reports their beneficial ownership as
to 13,596,631 of the shares of Common Stock reported herein (the
"Trust Shares"), as previously reported 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 Constituent and Trust Agent, has
certain 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 served as a co-trustee of
one of these trusts. All of such Shares are Trust Shares
(as defined in Note 1).
<PAGE> 8
3,907,050 Shares from 14 trusts. (4) In addition, he had an
annual noncumulative right to withdrawal equal to the greater of 5%
or $5,000 from two trusts holding an aggregate of 88,316
Shares. (5) Philip H. Glatfelter III died on January 15, 1997.
(b) George H. Glatfelter
R.D. #5 - Woodsend
Spring Grove, PA 17362
At December 31, 1996, George H. Glatfelter was a co-trustee, along
with PNC Bank, National Association, of seven trusts holding an
aggregate of 89,348 Shares, and may be deemed to have had shared
voting and dispositive power as to all of such Shares. He also had a
right to withdraw an aggregate of 901,161 Shares from two trusts (6)
and a right to purchase an aggregate of 3,037,626 Shares from 12
trusts. In addition, he had 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. (7)
-------------
4 Philip H. Glatfelter III served as a co-trustee of
two of these trusts. An aggregate of 869,424 of such Shares
are Trust Shares (as defined in note 1).
5 Philip H. Glatfelter III served as a co-trustee of
both of these trusts. All of such Shares are Trust Shares
(as defined in note 1).
6 All of such Shares are Trust Shares (as defined in note 1).
7 George H. Glatfelter serves as a co-trustee of both
of these trusts. All of such Shares are Trust Shares.
