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Registration No. 333-26581
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
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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 Identification No.)
incorporation or organization)
Spring Grove, Pennsylvania 17362
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(Address of Principal Executive Offices) (Zip Code)
P. H. Glatfelter Company
401(k) Savings Plan
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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
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. - INCORPORATION OF DOCUMENTS BY REFERENCE
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The following documents filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 by P.H. Glatfelter
Company (the "Company") (File No. 1-3560) and by the P.H. Glatfelter Company
401(K) Savings Plan are incorporated herein by reference:
(a) The Annual Report of the Company on Form 10-K for the year
ended December 31, 1996.
(b) The Quarterly Report of the Company on Form 10-Q for the
quarter ended March 31, 1997.
(c) Current Reports of the Company on Form 8-K dated January 27,
1997 and January 30, 1997.
(d) The Annual Report of the P.H. Glatfelter Company 401(K)
Savings Plan on Form 11-K for the year ended December 31, 1995.
Each document filed by the Company subsequent to the date hereof
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such document.
In addition, the Registration Statement on Form S-8, Reg. No.
333-26581 for the P. H. Glatfelter Company 401(K) Savings Plan filed with the
Securities and Exchange Commission is incorporated herein by reference.
3
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Item 4.- DESCRIPTION OF SECURITIES
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Common Stock
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Holders of Common Stock, $.01 par value, are entitled to one vote per
share and to vote cumulatively for directors. Therefore, each shareholder is
entitled to cast as many votes in the election of directors as shall be equal to
the number of shares of Common Stock held by such shareholder on the record
date, multiplied by the number of directors to be elected. Under the Company's
Bylaws, the directors are divided into three classes, two classes consisting of
four directors each and one class consisting of three directors. As a result of
the classified Board, a shareholder will need to own a greater number of shares
in order to be assured of electing a director than would be necessary if the
Board were not classified. Holders of Common Stock do not have pre-emptive
rights.
The Common Stock is junior in all respects to the Company's Preferred
Stock, par value $50. The Common Stock is entitled to dividends as declared by
the Board of Directors and may be repurchased by the Company, subject to the
satisfaction of dividend and sinking fund requirements with respect to
outstanding Preferred Stock. There are currently no outstanding shares of
Preferred Stock.
The Transfer Agent and Registrar for the Common Stock is currently
American Stock Transfer & Trust Company. The Common Stock of the Company is
currently traded on the American Stock Exchange.
On June 20, 1997, there were 120,000,000 authorized shares of Common
Stock of the Company and 42,102,543 outstanding shares of Common Stock.
4
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Item 8.- EXHIBITS
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4.1 Specimen copy of Common Stock Certificate (incorporated by reference
to Exhibit 4 to the Company's Registration Statement on Form S-8, Reg.
No. 33-54409)
4.2 Articles of Incorporation as amended by resolution adopted February 9,
1994 (incorporated by reference to Exhibit 3(c) to the Company's Form
10-K for the year ended December 31, 1993)
4.3 P. H. Glatfelter Company 401(k) Savings Plan (incorporated by
reference to Exhibit 4.3 to the Company's Registration Statement on
Form S-8, Reg. No. 33-62331)
4.4 Amendment No. 1 to the P.H. Glatfelter Company 401(k) Savings Plan
(incorporated by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-8, Reg. No. 333-26581)
5 Opinion of Ballard Spahr Andrews & Ingersoll (incorporated by
reference to Exhibit 5 to the Company's Registration Statement on Form
S-8, Reg. No. 333-26581)
15 Letter re unaudited interim financial information
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll (incorporated by
reference to Exhibit 23.2 to the Company's Registration Statement on
Form S-8, Reg. No. 333-26581)
24 Power of Attorney (incorporated by reference to Exhibit 24 to the
Company's Registration Statement on Form S-8, Reg. No. 333-26581)
The Company has submitted the Plan and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made all changes
required by the IRS in order to qualify the Plan.
5
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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 of 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, on
June 25, 1997.
P. H. GLATFELTER COMPANY
June 25, 1997 By: /s/ R. P. Newcomer
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R. P. Newcomer
Senior Vice President
and Chief Financial Officer
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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<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Chairman, President, June 25, 1997
- ------------------------- Chief Executive
T. C. Norris Officer and Director
* Senior Vice President June 25, 1997
- ------------------------- and Director
G. H. Glatfelter II
/s/ R. P. Newcomer Senior Vice President June 25, 1997
- ------------------------- and Chief Financial
R. P. Newcomer Officer
* Comptroller June 25, 1997
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C. M. Smith
* Director June 25, 1997
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R. E. Chappell
* Director June 25, 1997
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N. DeBenedictis
* Director June 25, 1997
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G. H. Glatfelter
* Director June 25, 1997
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R. S. Hillas
* Director June 25, 1997
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M. A. Johnson II
</TABLE>
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<TABLE>
<S> <C> <C>
* Director June 25, 1997
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R. W. Kelso
* Director June 25, 1997
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P. R. Roedel
* Director June 25, 1997
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J. M. Sanzo
* Director June 25, 1997
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R. L. Smoot
</TABLE>
* By: /s/ R. P. Newcomer
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R. P. Newcomer
Attorney-in-Fact
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
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trustees (or other persons who administer the employee benefit plan) have 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, on June 25, 1997.
P. H. GLATFELTER COMPANY
401(K) SAVINGS PLAN
By: /s/ R. P. Newcomer
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R. P. Newcomer
Chairman
Employee Benefits Committee
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Specimen copy of Common Stock Certificate (incorporated by
reference to Exhibit 4 to the Company's Registration Statement on
Form S-8, Reg. No. 33-54409)
4.2 Articles of Incorporation as amended by resolution adopted
February 9, 1994 (incorporated by reference to Exhibit 3(c) to
the Company's Form 10-K for the year ended December 31, 1993)
4.3 P. H. Glatfelter Company 401(k) Savings Plan (incorporated by
reference to Exhibit 4.3 to the Company's Registration Statement
on Form S-8, Reg. No. 33-62331)
4.4 Amendment No. 1 to the P.H. Glatfelter Company 401(k) Savings
Plan (incorporated by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-8, Reg. No. 333-26581)
5 Opinion of Ballard Spahr Andrews & Ingersoll (incorporated by
reference to Exhibit 5 to the Company's Registration Statement on
Form S-8, Reg. No. 333-26581)
15 Letter re unaudited interim financial information
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll (incorporated by
reference to Exhibit 23.2 to the Company's Registration Statement
on Form S-8, Reg. No. 333-26581)
24 Power of Attorney (incorporated by reference to Exhibit 24 to the
Company's Registration Statement on Form S-8, Reg. No. 333-26581)
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EXHIBIT 15
LETTER IN LIEU OF CONSENT REGARDING
REVIEW REPORT OF UNAUDITED INTERIM FINANCIAL INFORMATION
P. H. Glatfelter Company:
We have reviewed, in accordance with standards established by the American
Institute of Certified Public Accountants, the unaudited condensed consolidated
financial statements of P. H. Glatfelter Company and subsidiaries for the three-
month periods ended March 31, 1997 and 1996, as indicated in our report dated
April 14, 1997; because we did not perform an audit, we expressed no opinion on
that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, is
incorporated by reference in this Post-Effective Amendment No. 1 to Registration
Statement No. 333-26581 on Form S-8.
We are also 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
June 24, 1997
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
P. H. Glatfelter Company:
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-26581 of P. H. Glatfelter Company on
Form S-8 of our reports dated February 24, 1997 and June 21, 1996, appearing in
the Annual Report on Form 10-K of P. H. Glatfelter Company and subsidiaries for
the year ended December 31, 1996 and in the Annual Report on Form 11-K of The P.
H. Glatfelter Company 401(k) Savings Plan for the period from October 1, 1995
(Date of Inception) to December 31, 1995, respectively.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
June 24, 1997
