GLATFELTER P H CO, SC 13D/A, 1999-06-08

GLATFELTER P H CO
SC 13D/A, 1999-06-08
PAPER MILLS

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

--------------------

SCHEDULE 13D/A1
Under the Securities Exchange Act of 1934

P. H. Glatfelter Company
--------------------------------------------
Name of Issuer

Common Stock, par value $.01 per share
----------------------------------------------------------
(Title of Class of Securities)

377316 10 4
----------------
CUSIP Number

Howard I. Verbofsky, General Counsel, PNC Advisors
PNC Bank, National Association
1600 Market Street, Philadelphia, PA 19103
215-585-6814
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 19, 1999
---------------------------------
(Date of Event which Requires
Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

<PAGE> 2

CUSIP No. 377316 10 4 Page 2 of 19 pages

- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

P. H. Glatfelter Family Shareholders' Voting Trust established
pursuant to agreement dated as of July 1, 1993
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[x]
- --------------------------------------------------------------------------------
3. SEC USE ONLY

- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS

OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Pennsylvania
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER

13,494,979
NUMBER OF --------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH --------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 0
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER

0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,494,979
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.1%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

OO
- --------------------------------------------------------------------------------

<PAGE> 3

CUSIP No. 377316 10 4 Page 3 of 19 pages

- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Voting Trustee of P. H. Glatfelter Family Shareholders' Voting Trust
established pursuant to agreement dated as of July 1, 1993
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[x]
- --------------------------------------------------------------------------------
3. SEC USE ONLY

- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS

Pennsylvania
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER

0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,494,979
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.1%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON

OO
- --------------------------------------------------------------------------------

<PAGE> 4

CUSIP No. 377316 10 4 Page 4 of 19 pages

This Amendment No. 1, dated June 8, 1999, amends the Schedule 13D dated
July 1, 1993 and filed on July 2, 1993 (File No. 5-12158) by the P. H.
Glatfelter Family Shareholders' Voting Trust established pursuant to an
agreement dated as of July 1, 1993, and the trustees of the P. H. Glatfelter
Family Shareholders' Voting Trust established pursuant to the agreement (the
"Initial 13D").

ITEM 1. SECURITY AND ISSUER

This statement relates to the Common Stock, par value $.01 per share (the
"Common Stock"), of P. H. Glatfelter Company, a Pennsylvania corporation (the
"Company"), which has its principal executive offices at 228 South Main Street,
Spring Grove, Pennsylvania 17362.

ITEM 2. IDENTITY AND BACKGROUND

This statement is being filed by the P. H. Glatfelter Family
Shareholders' Voting Trust (the "Voting Trust"), which was established pursuant
to an agreement dated as of July 1, 1993 (the "Trust Agreement"), and the body
of trustees for the Voting Trust (the "Voting Trustee"). Pursuant to the Trust
Agreement, a copy of which was filed as an exhibit to the Initial 13D, PNC Bank,
National Association, as trustee or co-trustee of fiduciary trusts (the
"Fiduciary Trusts"), together with any co-trustees thereof, has ceded to the
Voting Trustee voting power over the shares of Common Stock held of record by
the Fiduciary Trusts. There are currently 86 Fiduciary Trusts.

The Fiduciary Trusts include many of the fiduciary trusts that have been
established by and for the benefit of the lineal descendants by birth of Philip
H. Glatfelter or spouses of such descendants (the "Family Members"). The Family
Members who are settlors or beneficiaries of the Fiduciary Trusts are divided
into five lineal groups (the "Groups") for the purpose of selecting those
persons who constitute the Voting Trustee. (See Sections 1 and 6 of Trust
Agreement.)

The Voting Trustee has sole voting power over the shares of Common Stock
and any other voting securities that may be held in the Voting Trust from time
to time (the "Trust Shares"). (See Sections 2 and 10 of Trust Agreement.) The
persons who presently constitute the Voting Trustee are: PNC Bank, National
Association (the "Bank Constituent"), and the following five Family Members,
each of whom represents a Group (each a "Group Constituent" and, together with
the Bank Constituent, the "Constituents"). The names, residence or business
addresses and principal occupations (including the addresses of any employers
not otherwise provided) of the Group Constituents are set forth below:

<TABLE>
<CAPTION>
Residence or
Names Business Addresses Principal Occupations
- ----- ------------------ ---------------------
<S> <C> <C>
Katherine G. Costello 195 Saddle Hill Road Homemaker
Spring Grove, PA 17362
</TABLE>

<PAGE> 5

CUSIP No. 377316 10 4 Page 5 of 19 pages

<TABLE>
<CAPTION>
Residence or
Names Business Addresses Principal Occupations
- ----- ------------------ ---------------------
<S> <C> <C>
William M. Eyster, II 2002 Rosewood Lane Retired
York, PA 17403

Elizabeth Glatfelter 9161 Greentree Rd. Homemaker
Philadelphia, PA 19118

Philip H. Glatfelter IV P. H. Glatfelter Co. Sales Manager
228 S. Main Street
Spring Grove, PA 17362

H. Clinton Vaughan 73 Lake Road Finance
Manhasset, NY 11030 Salomon Smith Barney
</TABLE>

Katherine G. Costello was elected as a Group Constituent on April 5, 1996
and replaced William L. Glatfelter III, who resigned on March 20, 1996. William
M. Eyster, II is one of the initial Group Constituents named in the Trust
Agreement. Elizabeth Glatfelter was elected as a Group Constituent on January
19, 1999 and replaced Patricia G. Foulkrod, whose term expired on December 31,
1998. Philip H. Glatfelter IV was elected as a Group Constituent on April 26,
1994 and replaced George H. Glatfelter, who resigned on that same date. H.
Clinton Vaughan was elected as a Group Constituent on January 9, 1998 and
replaced Irene G. Fegley, whose term expired on December 31, 1997.

The Bank Constituent is a United States banking association, with
community banking offices in Pennsylvania, New Jersey, Kentucky, Ohio and
Indiana, which provides retail banking, corporate banking, investment management
and trust, and investment banking services. The business address of the Bank
Constituent is 1600 Market Street, Philadelphia, PA 19103, Attn: Howard I.
Verbofsky, General Counsel, PNC Advisors.

Each of the Group Constituents is a United States citizen. The Bank
Constituent is a wholly-owned, second-tier subsidiary of PNC Bank Corp., a
Pennsylvania corporation.(1)

The names and positions of the executive officers of PNC Bank, National
Association are set forth below:

<TABLE>
<CAPTION>
Names Positions
- ----- ---------
<S> <C>
Thomas H. O'Brien Chairman and Chief Executive Officer

James E. Rohr President and Chief Operating Officer
</TABLE>

- --------------------

(1) A first-tier subsidiary of PNC Bank Corp., PNC Bancorp, Inc., a Delaware
corporation, is the direct parent corporation of PNC Bank, National
Association.

<PAGE> 6

CUSIP No. 377316 10 4 Page 6 of 19 pages

<TABLE>
<CAPTION>
Names Positions
- ----- ---------
<S> <C>
Walter E. Gregg, Jr. Vice Chairman

Ralph S. Michael, III Executive Vice President, Corporate Banking

Bruce E. Robbins Executive Vice President, Secured Lending

Joseph C. Guyaux Executive Vice President, Regional Community Bank

Thomas K. Whitford Executive Vice President, Private Bank

Robert L. Haunschild Senior Vice President and Chief Financial Officer

Thomas E. Paisley, III Senior Vice President, Corporate Credit Policy

Helen P. Pudlin Senior Vice President and General Counsel

Samuel R. Patterson Controller
</TABLE>

The principal occupation of each of the foregoing executive officers of PNC
Bank, National Association is officer of PNC Bank, National Association or
officer of PNC Bank Corp. The business address of each such executive officer is
c/o PNC Bank Corp., One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222-2707,
and each such executive officer is a United States citizen.

The names, business addresses and principal occupations of the
directors of PNC Bank, National Association are set forth below:

Robert N. Clay Clay Holding Company President and Chief Executive Officer
Three Chimneys Farm
P.O. Box 114
Midway, KY 40347

George A. Davidson, Jr. Consolidated Natural Gas Company Chairman and Chief Executive Officer
CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222-3199
</TABLE>

<PAGE> 7

CUSIP No. 377316 10 4 Page 7 of 19 pages

<TABLE>
<CAPTION>
Names Business Addresses Principal Occupations
- ----- ------------------ ---------------------
<S> <C> <C>
David F. Girard-diCarlo Blank Rome Comisky & McCauley LLP Managing Partner
One Logan Square
Philadelphia, PA 19103-6998

Walter E. Gregg, Jr. PNC Bank Corp Vice Chairman
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222-2707

William R. Johnson H. J. Heinz Company President and Chief Executive Officer
600 Grant Street
Pittsburgh, PA 15219-2857

Bruce C. Lindsay Brind-Lindsay & Co., Inc. Chairman and Managing Director
1926 Arch Street
Philadelphia, PA 19103-1444

W. Craig McClelland Union Camp Corporation Chairman and Chief Executive Officer
1600 Valley Road
Wayne, NJ 07470

Thomas H. O'Brien PNC Bank Corp. Chairman and Chief Executive Officer
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222-2707

Jane G. Pepper Pennsylvania Horticultural Society President
100 N. 20th Street - 5th Floor
Philadelphia, PA 19103-1495

Jackson H. Randolph Cinergy Corp. Chairman
221 East Fourth Street, Suite 3004
Cincinnati, OH 45202

James E. Rohr PNC Bank Corp. President and Chief Operating Officer
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222-2707

Roderic H. Ross Keystone State Life Insurance Co. Vice Chairman and Chief Executive
Suite 325 Officer
501 Office Center Drive
Fort Washington, PA 19034-3299
</TABLE>

<PAGE> 8

CUSIP No. 377316 10 4 Page 8 of 19 pages

<TABLE>
<CAPTION>
Names Business Addresses Principal Occupations
- ----- ------------------ ---------------------
<S> <C> <C>
Richard P. Simmons Allegheny Teledyne Incorporated Chairman, President and Chief
1000 Six PPG Place Executive Officer
Pittsburgh, PA 15222-5479

Thomas J. Usher USX Corporation Chairman and Chief Executive Officer
61st Floor
600 Grant Street
Pittsburgh, PA 15219-4776

Milton A. Washington AHRCO President and Chief Executive Officer
5604 Baum Boulevard
Pittsburgh, PA 15206
</TABLE>

Each of the foregoing directors is a United States citizen.

PNC Bank Corp. is the ultimate parent corporation of the Bank
Constituent. PNC Bank Corp. is one of the largest diversified financial services
organizations in the United States. Its major businesses include Regional
Community Banking, Corporate Banking, Private Banking, Mortgage Banking, Secured
Lending, Asset Management and Mutual Fund Servicing. The principal business
address of PNC Bank Corp. is One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA
15222-2707.

The names and positions with PNC Bank Corp. of the executive officers of
PNC Bank Corp. are set forth below(2):

<TABLE>
<CAPTION>
Names Positions
- ----- ---------
<S> <C>
Thomas H. O'Brien Chairman and Chief Executive Officer

James E. Rohr President and Chief Operating Officer

Walter E. Gregg, Jr. Vice Chairman

Ralph S. Michael, III Executive Vice President, Corporate Banking

Bruce E. Robbins Executive Vice President, Secured Lending

Joseph C. Guyaux Executive Vice President, Regional Community Bank

Thomas K. Whitford Executive Vice President, Private Bank
</TABLE>

- --------------------

(2) The only executive officers of PNC Bancorp, Inc. are Robert L.
Haunschild, Chairman, Thomas H. O'Brien, President, and Walter E. Gregg,
Executive Vice President. Mr. Haunschild is an executive officer of each
of PNC Bank Corp. and PNC Bank, National Association. Mr. O'Brien and Mr.
Gregg are executive officers and directors of each of PNC Bank Corp. and
PNC Bank, National Association. The required information with respect to
each of them is provided elsewhere in this Item 2.

<PAGE> 9

CUSIP No. 377316 10 4 Page 9 of 19 pages

<TABLE>
<CAPTION>
Names Positions
- ----- ---------
<S> <C>
Robert L. Haunschild Senior Vice President and Chief Financial Officer

Thomas E. Paisley, III Senior Vice President, Corporate Credit Policy

Helen P. Pudlin Senior Vice President and General Counsel

Samuel R. Patterson Controller
</TABLE>

The principal occupation of each of the foregoing executive officers of PNC Bank
Corp. is officer of PNC Bank Corp. or officer of PNC Bank, National Association.
The business address of each such executive officer is c/o PNC Bank Corp., One
PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222-2707, and each such executive
officer is a United States citizen.

The names, business addresses and principal occupations of the directors
of PNC Bank Corp. are set forth below(3):

<TABLE>
<CAPTION>
Names Business Addresses Principal Occupations
- ----- ------------------ ---------------------
<S> <C> <C>
Paul W. Chellgren Ashland Inc. Chairman and Chief Executive
P.O. Box 391 Officer
Covington, KY 41012-0391
President and Chief Executive
Robert N. Clay Clay Holding Company Officer
Three Chimneys Farm
P.O. Box 114
Midway, KY 40347

George A. Davidson, Jr. Consolidated Natural Gas Company Chairman and Chief Executive
CNG Tower Officer
625 Liberty Avenue
Pittsburgh, PA 15222-3199
</TABLE>

- --------------------

(3) The directors of PNC Bancorp, Inc. are Robert L. Haunschild, Calvert A.
Morgan, Jr. and Maria C. Shaffer. Mr. Haunschild is an executive officer
of each of PNC Bank Corp. and PNC Bank, National Association and the
required information with respect to him is provided elsewhere in this
Item 2. The business address of each of Mr. Morgan and Ms. Shaffer is PNC
Bank, Delaware, 222 Delaware Avenue, Wilmington, DE 19899. The principal
occupation of Mr. Morgan is Chairman, President and Chief Executive
Officer of PNC Bank, Delaware, and the principal occupation of Ms.
Shaffer is Vice President, Controller, Treasurer and Assistant Secretary
of PNC Bank, Delaware. Each of Mr. Morgan and Ms. Shaffer is a United
States citizen.

<PAGE> 10

CUSIP No. 377316 10 4 Page 10 of 19 pages

Walter E. Gregg, Jr. PNC Bank Corp. Vice Chairman
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222-2707

William R. Johnson H. J. Heinz Company President and Chief Executive
600 Grant Street Officer
Pittsburgh, PA 15219-2857

Bruce C. Lindsay Brind-Lindsay & Co., Inc. Chairman and Managing Director
1926 Arch Street
Philadelphia, PA 19103-1444

W. Craig McClelland Union Camp Corporation Chairman and Chief Executive
1600 Valley Road Officer
Wayne, NJ 07470

Thomas H. O'Brien PNC Bank Corp. Chairman and Chief Executive
One PNC Plaza Officer
249 Fifth Avenue
Pittsburgh, PA 15222-2707

Jane G. Pepper Pennsylvania Horticultural Society President
100 N. 20th Street - 5th Floor
Philadelphia, PA 19103-1495

Jackson H. Randolph Cinergy Corp. Chairman
221 East Fourth Street, Suite 3004
Cincinnati, OH 45202

James E. Rohr PNC Bank Corp. President and Chief Operating
One PNC Plaza Officer
249 Fifth Avenue
Pittsburgh, PA 15222-2707

Roderic H. Ross Keystone State Life Insurance Co. Vice Chairman and Chief Executive
Suite 325 Officer
501 Office Center Drive
Fort Washington, PA 19034-3299
</TABLE>

<PAGE> 11

CUSIP No. 377316 10 4 Page 11 of 19 pages

Thomas J. Usher USX Corporation Chairman and Chief Executive
61st Floor Officer
600 Grant Street
Pittsburgh, PA 15219-4776

Milton A. Washington AHRCO President and Chief Executive
5604 Baum Boulevard Officer
Pittsburgh, PA 15206

Helge H. Wehmeier Bayer Corporation President and Chief Executive
100 Bayer Road, Building 4 Officer
Pittsburgh, PA 15205-9741
</TABLE>

Each of the foregoing directors except Mr. Wehmeier is a United States citizen.
Mr. Wehmeier is a citizen of Germany.

During the last five years, none of the persons named in this Item 2 has
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.(4)

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The Trust Shares were deposited in the Voting Trust under the terms and
conditions set forth in the Trust Agreement, and no consideration was paid
therefor.

An aggregate of 701,950 Trust Shares has been pledged to PNC Bank,
National Association by three revocable Fiduciary Trusts as collateral for loans
to the settlors of such Fiduciary Trusts in the aggregate principal amount of
$3,767,283.88 as of May 21, 1999. Pursuant to the Trust Agreement, PNC Bank,
National Association will retain a security interest in the interests of such
Fiduciary Trusts in the Voting Trust. (See Item 6 below and Sections 3 and 13 of
Trust Agreement.)

- --------------------

(4) This statement applies as well to PNC Bancorp, Inc. and its executive
officers and directors. See notes 1, 2 and 3 above.

<PAGE> 12

CUSIP No. 377316 10 4 Page 12 of 19 pages

ITEM 4. PURPOSE OF TRANSACTION

PNC Bank, National Association has longstanding relationships with the
Company, the Family Members and the Fiduciary Trusts, through one or more of its
roles as a lender, financial advisor, trustee, executor, agent and custodian.
PNC Bank, National Association determined to effect and administer the Voting
Trust in an effort to promote the education of the Family Members regarding the
Company's business, especially among the younger generations of Family Members.
PNC Bank, National Association believes that the Voting Trust will provide
Company management with a means of communicating, through the Constituents, with
a wide range of Family Members, which should encourage Company management to
pursue the Company's long-term strategic plans that are supported by the Voting
Trust, for the benefit of all shareholders of the Company.

The Fiduciary Trusts were selected by PNC Bank, National Association as
the participants in the Voting Trust because the Family Members who are the
settlors, co-trustees and beneficiaries of the Fiduciary Trusts have generally
had an interest in and involvement with the Company and PNC Bank, National
Association over many years. The Trust Agreement permits certain other
shareholders of the Company to become participants in the Voting Trust, subject
to the approval of the Voting Trustee. (See Section 9 of Trust Agreement.)
Generally, the shareholders eligible to participate in the Voting Trust would be
any Family Members or fiduciary trusts, in addition to the Fiduciary Trusts,
that have been, or may be, established for the benefit of any Family Members
(the "Other Family Trusts"). PNC Bank, National Association is the sole trustee
of nine Other Family Trusts. While PNC Bank, National Association has no present
plans to effect the participation of any Other Family Trusts in the Voting
Trust, PNC Bank, National Association may in the future do so.

None of the persons named in Item 2 above has any present plans which
relate to or would result in: (i) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the Company,
except in amounts which are not material; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (iii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iv) any change in
the present board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present capitalization or
dividend policy of the Company; (vi) any other material change in the Company's
business or corporate structure; (vii) changes in the Company's charter, bylaws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person; (viii) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (ix) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any
action similar to any of those enumerated in (i)-(ix) above.

<PAGE> 13

CUSIP No. 377316 10 4 Page 13 of 19 pages

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

The Voting Trustee has sole voting power as to the 13,494,979 Trust
Shares, which represent approximately 32.1% of the outstanding shares of Common
Stock.(5) The Voting Trustee does not have any dispositive power as to the Trust
Shares.

The Trust Shares may be voted only by the Voting Trustee in accordance
with the affirmative vote of a majority of the votes cast by the Constituents
pursuant to a weighted formula in which (i) each Group Constituent is entitled
to cast such number of votes as is equal to the number of Trust Shares in which
any Family Member of his or her Group has an interest as a settlor of a
revocable Fiduciary Trust, or as a current income beneficiary (or, if there is
none, as a current distribution beneficiary) of an irrevocable Fiduciary Trust
and (ii) the Bank Constituent is entitled to cast such number of votes as is
equal to the number of Trust Shares in which any irrevocable Fiduciary Trust has
an interest. (See Sections 5 and 11(f) of Trust Agreement.)

None of the Constituents, as such, has any dispositive power as to the
Trust Shares. Except as otherwise provided in this paragraph, none of the
Constituents, as such, has any voting power as to the Trust Shares. PNC Bank,
National Association has certain powers that may be construed as shared voting
power as to the Trust Shares. As a result of its status as the Bank Constituent,
PNC Bank, National Association has the power to cast a considerable number of
votes in any determination by the Voting Trustee. (See Sections 5 and 11(f) of
Trust Agreement.) While its votes as Bank Constituent alone may not be
determinative of Voting Trustee action, PNC Bank, National Association, as the
initial Trust Agent of the Voting Trust (the "Trust Agent"), may for a time also
occupy the position of any Group Constituent, should a vacancy occur in that
position, until a successor Group Constituent is appointed for the respective
Group. (See Section 7 of Trust Agreement.) In such event, PNC Bank, National
Association, as the Trust Agent, would cast the votes of that Group Constituent,
as well as its own votes as the Bank Constituent, in determining Voting Trustee
action, and might well then be in a position to determine such action for a
time. PNC Bank, National Association and PNC Bank Corp. report such shared
voting power over the Trust Shares on a separate Form 13D filed with the
Securities and Exchange Commission.

The Trust Agent also has broad administrative powers. (See Sections 5 and
8-14 of Trust Agreement.) In addition, the Trust Agent has discretionary
authority over the timing of certain withdrawals of Trust Shares. (See Section
8(a) of Trust Agreement and Item 6 of the Initial Schedule 13D.)

Other than as disclosed in this statement, no person named in Item 2
above has any beneficial ownership over shares of the Common Stock. In
accordance with Rule 13d-3, shares

- --------------------

(5) The percentage of outstanding shares of Common Stock is based on the
shares held by the Voting Trustee on December 31, 1998 as reported in the
Schedule 13G filed by PNC Bank Corp. and its subsidiaries, PNC Bancorp,
Inc. and PNC Bank, National Association, for the year ended December 31,
1998 and the total number of outstanding shares on December 31, 1998 as
reported in the P. H. Glatfelter Company's Annual Report on Form 10-K for
the year ended December 31, 1998.

<PAGE> 14

CUSIP No. 377316 10 4 Page 14 of 19 pages

of the Common Stock may be beneficially owned by more than one person. This is
true also of the Trust Shares. Pursuant to the Trust Agreement, the Fiduciary
Trusts may withdraw the Trust Shares they deposited in the Voting Trust at any
time if certain conditions are met. (See Section 8 of Trust Agreement and Item 6
of the Initial Schedule 13D.) Thus, each Fiduciary Trust, and its trustee or
co-trustees, may be deemed to retain voting and dispositive power over the Trust
Shares deposited by it. In addition, certain Trust Shares are subject to various
rights to acquire as set forth in various Fiduciary Trust documents and other
documents ancillary thereto. Thus, the persons who possess such rights may also
be deemed to have voting and dispositive power over the Trust Shares subject to
such rights. Notwithstanding the beneficial ownership of the Trust Shares by
several persons, the total number of Trust Shares is 13,494,979.

Katherine G. Costello has beneficial ownership of 809,897 Trust Shares
held by one Fiduciary Trust. She has the right to revoke such Fiduciary Trust
and to withdraw such Trust Shares, at which point she would have sole voting and
dispositive power as to such Trust Shares. PNC Bank, National Association, as
sole trustee of such Fiduciary Trust, currently has sole voting and dispositive
power as to such Trust Shares. Ms. Costello may be deemed to have shared voting
and dispositive power, as co-trustee with PNC Bank, National Association, as to
18,000 Trust Shares held by four Fiduciary Trusts.

William M. Eyster, II has beneficial ownership of 16,933 Trust Shares
held by one Fiduciary Trust. He has the right to revoke such Fiduciary Trust and
to withdraw such Trust Shares, at which point he would have sole voting and
dispositive power as to such Trust Shares. PNC Bank, National Association, as
sole trustee of such Fiduciary Trust, currently has sole voting and dispositive
power as to such Trust Shares. Mr. Eyster may be deemed to have shared voting
and dispositive power, as co-trustee with PNC Bank, National Association, as to
28,000 Trust Shares held by one Fiduciary Trust. In addition to such Trust
Shares, Mr. Eyster has sole voting and dispositive power as to 5,000 other
shares of Common Stock.

Elizabeth Glatfelter has beneficial ownership of 897,521 Trust Shares
held by one Fiduciary Trust. She has the right to revoke such Fiduciary Trust
and to withdraw such Trust Shares, at which point she would have sole voting and
dispositive power as to such Trust Shares. PNC Bank, National Association, as
sole trustee of such Fiduciary Trust, currently has sole voting and dispositive
power as to such Trust Shares. Ms. Glatfelter may be deemed to have shared
voting and dispositive power, as co-trustee with PNC Bank, National Association,
as to 979,795 Trust Shares held by three Fiduciary Trusts.

Philip H. Glatfelter IV has beneficial ownership of 600 Trust Shares held
by one Fiduciary Trust. He has the right to revoke such Fiduciary Trust and to
withdraw such Trust Shares, at which point he would have sole voting and
dispositive power as to such Trust Shares. PNC Bank, National Association, as
sole trustee of such Fiduciary Trust, currently has sole voting and dispositive
power as to such Trust Shares. Mr. Glatfelter may be deemed to have shared
voting and dispositive power, as co-trustee with PNC Bank, National Association,
as to 11,315 Trust Shares held by two Fiduciary Trusts.

<PAGE> 15

CUSIP No. 377316 10 4 Page 15 of 19 pages

H. Clinton Vaughan has beneficial ownership of 8,872 Trust Shares held by
one Fiduciary Trust. He has the right to withdraw such Trust Shares upon 90
days' notice, at which point he would have sole voting and dispositive power as
to such Trust Shares. PNC Bank, National Association, as co-trustee of such
Fiduciary Trust, may be deemed to have shared voting and dispositive power as to
such Trust Shares.

PNC Bank, National Association, as sole trustee of 44 Fiduciary Trusts,
has sole voting and dispositive power as to 10,314,249 Trust Shares, and as
co-trustee of 42 Fiduciary Trusts may be deemed to have shared voting power as
to 2,640,442 Trust Shares and shared dispositive power as to 3,180,730 Trust
Shares. PNC Bank Corp., as the parent of PNC Bank, National Association, may be
deemed to have the same beneficial ownership as to the Trust Shares as PNC Bank,
National Association.(6) Certain Trust Shares as to which PNC Bank, National
Association has beneficial ownership may also be beneficially owned by the
persons serving as the Group Constituents as set forth in this Item 5. In
addition, the Trust Shares may also be beneficially owned by certain Family
Members who are not Group Constituents: 18 such Family Members are co-trustees,
along with PNC Bank, National Association, of one or more of the Fiduciary
Trusts and may be deemed to have beneficial ownership as to the Trust Shares
held by such Fiduciary Trusts; 19 such Family Members have a right to withdraw
an aggregate of 4,261,404 Trust Shares held in 22 Fiduciary Trusts;(7) one such
Family Member has a right to purchase 959,376 Trust Shares held in two Fiduciary
Trusts of which PNC Bank, National Association is sole trustee, and an annual,
non-cumulative right of withdrawal equal to the greater of 5% or $5,000, which
relates to 88,316 Trust Shares held by four Fiduciary Trusts;(8) one such Family
Member has an annual, non-cumulative right of withdrawal equal to the greater of
5% or $5,000, which relates to 88,312 Trust Shares held by two Fiduciary Trusts;
and seven such Family Members, each a beneficiary of a separate Fiduciary Trust,
have a 60-day non-cumulative right of withdrawal in respect to an amount equal
to the annual gift tax exclusion, which rights, collectively, relate to 77,010
Trust Shares.

PNC Bank, National Association has sole voting and dispositive power as
to an aggregate of 2,306,178 shares of Common Stock which are held of record by
the Other Family Trusts.

In addition to the beneficial ownership of the Trust Shares and the
Common Stock held of record by the Other Family Trusts, as described above, PNC
Bank Corp. has sole voting and dispositive power as to 131,340 shares of Common
Stock, sole voting and no dispositive power as to 328,167 shares of Common Stock
and may be deemed to have shared voting and dispositive power as to 435,126
shares of Common Stock (collectively, the "Non-Family Shares"). All of

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(6) The same is true of PNC Bancorp, Inc. See notes 1, 2, 3 and 4 above.

(7) Each of three such Family Members has a right to withdraw 8,872 Trust
Shares from a Fiduciary Trust upon 90 days' notice. In respect of all
other Trust Shares, the withdrawal right may be exercised at any time.

(8) This Family Member also has a right to purchase 2,306,178 shares of
Common Stock that are held of record by nine Other Family Trusts.

<PAGE> 16

CUSIP No. 377316 10 4 Page 16 of 19 pages

the Non-Family Shares are held of record by PNC Bank, National Association in
the ordinary course of business, as sole trustee, co-trustee or executor of
fiduciary accounts other than the Fiduciary Trusts and the Other Family Trusts,
as sole trustee or co-trustee of charitable trusts, or as custodian or agent.
PNC Bank Corp. and PNC Bank, National Association, as trustee, executor,
custodian and agent, report their respective beneficial ownership of the Trust
Shares, the shares of Common Stock held of record by the Other Family Trusts,
and the Non-Family Shares on a Schedule 13G filed with the Securities and
Exchange Commission.(9)

Each of the Fiduciary Trusts has the right to receive cash dividends and
distributions of property except voting securities in respect of the Trust
Shares formerly held of record by it, and the Voting Trustee will instruct the
Company to pay such dividends and distributions directly to the respective
Fiduciary Trusts. (See Sections 2 and 10 of Trust Agreement.)

Except as set forth in this Item 5, none of the persons named in Item 2
has had any transactions in shares of the Common Stock in the last 60 days.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER

In addition to the matters described in Item 5, the following additional
information is provided regarding contracts, arrangements, understandings and
relationships with respect to shares of Common Stock. Under the Trust Agreement,
the Trust Shares will be voted by the Voting Trustee in accordance with the
Trust Agreement. (See Items 2 and 5 above and Sections 5 and 11 of Trust
Agreement.) The Voting Trust will continue until it is terminated by action of
the Voting Trustee or the withdrawal of all the Trust Shares in accordance with
the Trust Agreement. (See Section 4 of Trust Agreement.)

A Fiduciary Trust generally may withdraw the Trust Shares deposited by
it, and may deposit additional shares of Common Stock into the Voting Trust.
(See Sections 8 and 9 of Trust Agreement.) Prior to the withdrawal of any Trust
Shares for sale, such Trust Shares must first be offered to the Company pursuant
to any stock repurchase plan of the Company then in effect. (See Section 8(a)(i)
of Trust Agreement.) No Trust Shares may be withdrawn from the Voting Trust, and
no shares of Common Stock may be added to the Voting Trust, if such withdrawal
or addition would trigger any rights under provisions then applicable to the
Company of 15 Pa.C.S. Subch. 25E-J or any successor or similar provisions of the
Pennsylvania Business Corporation Law (the "BCL"). (See Sections 8(d), 9(d) and
10(g) of Trust Agreement.) Subject to the foregoing right of first refusal in
favor of any Company stock repurchase plan and the limitations on withdrawals
that may result if rights would be triggered under Subch. 25E-J of the BCL, the

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(9) PNC Bank, National Association, as trustee or co-trustee of the Fiduciary
Trusts, and PNC Bank Corp. include their beneficial ownership as to the
Trust Shares on their Schedule 13G because the Trust Shares may be
withdrawn from the Voting Trust by the Fiduciary Trusts, generally within
60 days. (See Item 6 of the Initial Schedule 13D.) 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 the Fiduciary Trusts, that existed prior to the establishment of the
Voting Trust.

<PAGE> 17

CUSIP No. 377316 10 4 Page 17 of 19 pages

Trust Shares may be withdrawn for sale or other transfer subject to certain
notice requirements, and may be withdrawn without delay at any time subject to
the approval of the Trust Agent. (See Item 5 above and Section 8(a) of Trust
Agreement.)

The Group Constituents serve staggered three-year terms. (See Section 6
of Trust Agreement.) A Group Constituent may resign at any time, and any vacancy
created by such resignation or the death or disability of a Group Constituent
will be filled by vote of certain Family Members of that Group. (See Sections 6
and 7 of Trust Agreement.) As discussed in Item 5 above, the Trust Agent may for
a time occupy such a vacancy. (See Section 7 of Trust Agreement.)

None of the Constituents or the Trust Agent will receive any compensation
or commissions for acting as such but will be reimbursed for any reasonable
out-of-pocket expenses that may be incurred in such capacities, and will be
indemnified against any liabilities that may be incurred as a result of carrying
on the business of the Voting Trust except where the conduct of the Constituent
or Trust Agent constitutes self-dealing, willful misconduct, gross recklessness
or bad faith. (See Sections 15 and 16 of Trust Agreement.)

An aggregate of 701,950 Trust Shares has been pledged to PNC Bank,
National Association as collateral for loans made to the settlors of three
revocable Fiduciary Trusts. (See Item 3 above.) If such loans were in default
and PNC Bank, National Association, as lender, exercised its rights under the
respective standard default provisions of the loan documents, PNC Bank, National
Association could cause such Trust Shares to be withdrawn from the Voting Trust
and obtain sole voting and dispositive power as to such Trust Shares. (See
Sections 3 and 13 of Trust Agreement.)

Except as disclosed in this statement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 or between such persons and any other person with
respect to any securities of the Company.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

The following document was filed as an exhibit to the Initial Schedule
13D filed by the Voting Trust and the Voting Trustee on July 2, 1993 (File No.
5-12158) and is hereby incorporated by reference:

P. H. Glatfelter Family Shareholders Voting Trust dated as of
July 1, 1993.

<PAGE> 18

CUSIP No. 377316 10 4 Page 18 of 19 pages

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.

P. H. GLATFELTER FAMILY
SHAREHOLDERS' VOTING TRUST established
pursuant to agreement dated as of July 1, 1993

BY: PNC BANK, NATIONAL ASSOCIATION,
AS TRUST AGENT

June 8, 1999 By: /s/ Jonathan D. Scott
- ------------------------ ---------------------
Date Name: Jonathan D. Scott
Title: Vice President

<PAGE> 19

CUSIP No. 377316 10 4 Page 19 of 19 pages

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.

VOTING TRUSTEE OF P. H. GLATFELTER
FAMILY SHAREHOLDERS' VOTING TRUST
established pursuant to agreement
dated as of July 1, 1993

BY: PNC BANK, NATIONAL ASSOCIATION,
AS TRUST AGENT

June 8, 1999 By: /s/ Jonathan D. Scott
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Date Name: Jonathan D. Scott
Title: Vice President