-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MmPKdAAS0CXklNejC9sw5BdJ9g66NDcXK1SAZTJZbtHrbXp8oj/Qma6MZ2JnfRZ2 TL4o+6U+S6wD8sbtVQZ/NQ== 0000950128-98-000545.txt : 19980218 0000950128-98-000545.hdr.sgml : 19980218 ACCESSION NUMBER: 0000950128-98-000545 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980213 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLATFELTER P H CO CENTRAL INDEX KEY: 0000041719 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 230628360 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-10202 FILM NUMBER: 98536492 BUSINESS ADDRESS: STREET 1: 228 S MAIN ST CITY: SPRING GROVE STATE: PA ZIP: 17362 BUSINESS PHONE: 7172254711 MAIL ADDRESS: STREET 2: 228 S MAIN ST CITY: SPRING GROVE STATE: PA ZIP: 17362 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PNC BANK CORP CENTRAL INDEX KEY: 0000713676 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251435979 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE PNC PLAZA STREET 2: 249 FIFTH AVE CITY: PITTSBURGH STATE: PA ZIP: 15265 BUSINESS PHONE: 4127622281 MAIL ADDRESS: STREET 1: ONE PNC PLAZA STREET 2: FIFTH AVENUE & WOOD STREET CITY: PITTSBURGH STATE: PA ZIP: 15265 FORMER COMPANY: FORMER CONFORMED NAME: PNC BANK CORP /PA/ DATE OF NAME CHANGE: 19930428 FORMER COMPANY: FORMER CONFORMED NAME: PNC FINANCIAL CORP DATE OF NAME CHANGE: 19920703 SC 13G/A 1 P. H. GLATFELTER CO. (PNC BANK) 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. 15) P. H. Glatfelter Company - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock - ------------------------------------------------------------------------------ (Title of Class of Securities) 377316104 - ------------------------------------------------------------------------------ (CUSIP Number) CUSIP No. 377316104 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 10,372,570 Beneficially Owned By Each Reporting Person With 6) Shared Voting Power 6,092,511 7) Sole Dispositive Power 9,719,815 8) Shared Dispositive Power 6,304,255 9) Aggregate Amount Beneficially Owned by Each Reporting Person 16,564,947 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11) Percent of Class Represented by Amount in Row (9) 39.3 12) Type of Reporting Person (See Instructions) HC 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. 15) P. H. Glatfelter Company - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock - ------------------------------------------------------------------------------ (Title of Class of Securities) 377316104 - ------------------------------------------------------------------------------ (CUSIP Number) CUSIP No. 377316104 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 10,372,570 Beneficially Owned By Each Reporting Person With 6) Shared Voting Power 6,092,511 7) Sole Dispositive Power 9,719,815 8) Shared Dispositive Power 6,304,255 9) Aggregate Amount Beneficially Owned by Each Reporting Person 16,564,947 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11) Percent of Class Represented by Amount in Row (9) 39.3 12) Type of Reporting Person (See Instructions) HC 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. 15) P. H. Glatfelter Company - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock - ------------------------------------------------------------------------------ (Title of Class of Securities) 377316104 - ------------------------------------------------------------------------------ (CUSIP Number) CUSIP No. 377316104 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 10,372,570 Beneficially Owned By Each Reporting Person With 6) Shared Voting Power 6,092,511 7) Sole Dispositive Power 9,719,815 8) Shared Dispositive Power 6,304,255 9) Aggregate Amount Beneficially Owned by Each Reporting Person 16,564,947 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11) Percent of Class Represented by Amount in Row (9) 39.3 12) Type of Reporting Person (See Instructions) BK 4 ITEM 4 - OWNERSHIP: The following information is as of December 31, 1997: (a) Amount Beneficially Owned: 16,564,947 shares (b) Percent of Class: 39.3 (c) Number of shares to which such person has: (i) sole power to vote or to direct the vote 10,372,570 (ii) shared power to vote or to direct the vote 6,092,511 (iii) sole power to dispose or to direct the disposition of 9,719,815 (iv) shared power to dispose or to direct the disposition of 6,304,255 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.) 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. 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 13, 1998 ------------------------------------------------- Date /s/ ROBERT L. HAUNSCHILD ------------------------------------------------- Signature - PNC Bank Corp. Robert L. Haunschild, Senior Vice President and Chief Financial Officer ------------------------------------------------- Name/Title February 13, 1998 ------------------------------------------------- Date /s/ PAUL L. AUDET ------------------------------------------------- Signature - PNC Bancorp, Inc. Paul L. Audet, Vice President ------------------------------------------------- Name/Title February 13, 1998 ------------------------------------------------- Date /s/ THOMAS R. MOORE ------------------------------------------------- Signature - PNC Bank, National Association Thomas R. Moore, Vice President and Secretary ------------------------------------------------- Name/Title AN AGREEMENT TO FILE A JOINT STATEMENT WAS PREVIOUSLY FILED AS EXHIBIT A TO AMENDMENT NO. 12. 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 (collectively, the "Shares")(1). 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 16,564,947. The following person 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: ------------ 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. 8 George H. Glatfelter R.D. #5 - Woodsend Spring Grove, PA 17362 At December 31, 1997, 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 2,793,810 Shares from 11 trusts (2) 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. (3) ------------- 2 All of such Shares are Trust Shares (as defined in note 1). 3 George H. Glatfelter serves as a co-trustee of both of these trusts. All of such Shares are Trust Shares. -----END PRIVACY-ENHANCED MESSAGE-----