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Magnera Corp — Major Shareholding Notification 2005
Dec 9, 2005
33036_mrq_2005-12-09_3deb7765-2eaa-447f-a41b-19306857c655.zip
Major Shareholding Notification
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SC 13G 1 w15505sc13g.htm SCHEDULE 13G P. H. GLATFELTER COMPANY sc13g PAGEBREAK
Table of Contents
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. )*
P. H. GLATFELTER COMPANY
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
377316104
(CUSIP Number)
December 2, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1 (b)
o Rule 13d-1 (c)
o Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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Table of Contents
| 13G | |||
|---|---|---|---|
| CUSIP No. 377316104 | |||
| 1. | Name of Reporting Person: The PNC Financial Services Group, Inc. | I.R.S. Identification Nos. of above persons (entities only): 25-1435979 | |
| 2. | Check the Appropriate Box if a Member of a Group: | ||
| (a) | o | ||
| (b) | þ | ||
| 3. | SEC Use Only: | ||
| 4. | Citizenship or Place of Organization: Pennsylvania | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | |||
| 5. | Sole Voting Power: 3,459,769 | ||
| 6. | Shared Voting Power: 0 | ||
| 7. | Sole Dispositive Power: 1,005,891 | ||
| 8. | Shared Dispositive Power: 2,453,867 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,473,544 | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o | ||
| 11. | Percent of Class Represented by Amount in Row (9): 7.88% | ||
| 12. | Type of Reporting Person: HC |
ii PAGEBREAK
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| 13G | |||
|---|---|---|---|
| CUSIP No. 377316104 | |||
| 1. | Name of Reporting Person: PNC Bancorp, Inc. | I.R.S. Identification Nos. of above persons (entities only): 51-0326854 | |
| 2. | Check the Appropriate Box if a Member of a Group: | ||
| (a) | o | ||
| (b) | þ | ||
| 3. | SEC Use Only: | ||
| 4. | Citizenship or Place of Organization: Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | |||
| 5. | Sole Voting Power: 3,459,769 | ||
| 6. | Shared Voting Power: 0 | ||
| 7. | Sole Dispositive Power: 1,005,891 | ||
| 8. | Shared Dispositive Power: 2,453,867 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,473,544 | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o | ||
| 11. | Percent of Class Represented by Amount in Row (9): 7.88% | ||
| 12. | Type of Reporting Person: HC |
iii PAGEBREAK
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| 13G | |||
|---|---|---|---|
| CUSIP No. 377316104 | |||
| 1. | Name of Reporting Person: PNC Bank, National Association | I.R.S. Identification Nos. of above persons (entities only): 22-1146430 | |
| 2. | Check the Appropriate Box if a Member of a Group: | ||
| (a) | o | ||
| (b) | þ | ||
| 3. | SEC Use Only: | ||
| 4. | Citizenship or Place of Organization: United States | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | |||
| 5. | Sole Voting Power: 3,459,769 | ||
| 6. | Shared Voting Power: 0 | ||
| 7. | Sole Dispositive Power: 1,005,891 | ||
| 8. | Shared Dispositive Power: 2,453,867 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,473,544 | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o | ||
| 11. | Percent of Class Represented by Amount in Row (9): 7.88% | ||
| 12. | Type of Reporting Person: BK |
iv PAGEBREAK
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. )*
P. H. GLATFELTER COMPANY
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
377316104
(CUSIP Number)
December 2, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
þ Rule 13d-1 (c)
o Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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| 13G | |||
|---|---|---|---|
| CUSIP No. 377316104 | |||
| 1. | Name of Reporting Person: William M. Eyster, II | I.R.S. Identification Nos. of above persons (entities only): | |
| 2. | Check the Appropriate Box if a Member of a Group: | ||
| (a) | o | ||
| (b) | þ | ||
| 3. | SEC Use Only: | ||
| 4. | Citizenship or Place of Organization: United States | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | |||
| 5. | Sole Voting Power: 848,000 | ||
| 6. | Shared Voting Power: 0 | ||
| 7. | Sole Dispositive Power: 0 | ||
| 8. | Shared Dispositive Power: 130,418 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 978,418 1 | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: þ | ||
| 11. | Percent of Class Represented by Amount in Row (9): 2.22% | ||
| 12. | Type of Reporting Person: IN |
1 Includes shares of stock of the Issuer held in one or more trusts which may be revoked by the Reporting Person at any time, as a result of which the Reporting Person would acquire sole voting and dispositive power with respect to such shares.
ii PAGEBREAK
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| 13G | |||
|---|---|---|---|
| CUSIP No. 377316104 | |||
| 1. | Name of Reporting Person: Cassandra E. Savitz | I.R.S. Identification Nos. of above persons (entities only): | |
| 2. | Check the Appropriate Box if a Member of a Group: | ||
| (a) | o | ||
| (b) | þ | ||
| 3. | SEC Use Only: | ||
| 4. | Citizenship or Place of Organization: United States | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | |||
| 5. | Sole Voting Power: 681,803 | ||
| 6. | Shared Voting Power: 0 | ||
| 7. | Sole Dispositive Power: 681,803 | ||
| 8. | Shared Dispositive Power: 78,701 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 760,504 | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: þ | ||
| 11. | Percent of Class Represented by Amount in Row (9): 1.73% | ||
| 12. | Type of Reporting Person: IN |
iii PAGEBREAK
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| 13G | |||
|---|---|---|---|
| CUSIP No. 377316104 | |||
| 1. | Name of Reporting Person: Katherine K. Glatfelter | I.R.S. Identification Nos. of above persons (entities only): | |
| 2. | Check the Appropriate Box if a Member of a Group: | ||
| (a) | o | ||
| (b) | þ | ||
| 3. | SEC Use Only: | ||
| 4. | Citizenship or Place of Organization: United States | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | |||
| 5. | Sole Voting Power: 0 | ||
| 6. | Shared Voting Power: 0 | ||
| 7. | Sole Dispositive Power: 0 | ||
| 8. | Shared Dispositive Power: 437,091 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 439,803 1 | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o | ||
| 11. | Percent of Class Represented by Amount in Row (9): 1.0% | ||
| 12. | Type of Reporting Person: IN |
1 Includes shares of stock of the Issuer held in one or more trusts which may be revoked by the Reporting Person at any time, as a result of which the Reporting Person would acquire sole voting and dispositive power with respect to such shares.
iv PAGEBREAK
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| 13G | |||
|---|---|---|---|
| CUSIP No. 377316104 | |||
| 1. | Name of Reporting Person: George H. Glatfelter | I.R.S. Identification Nos. of above persons (entities only): | |
| 2. | Check the Appropriate Box if a Member of a Group: | ||
| (a) | o | ||
| (b) | þ | ||
| 3. | SEC Use Only: | ||
| 4. | Citizenship or Place of Organization: United States | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | |||
| 5. | Sole Voting Power: 0 | ||
| 6. | Shared Voting Power: 0 | ||
| 7. | Sole Dispositive Power: 0 | ||
| 8. | Shared Dispositive Power: 342,362 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 893,408 1 | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: þ | ||
| 11. | Percent of Class Represented by Amount in Row (9): 2.03% | ||
| 12. | Type of Reporting Person: IN |
1 Includes shares of the common stock of the Issuer which the Reporting Person has the right to withdraw or purchase from various trusts, as a result of which the Reporting Person would acquire sole voting and dispositive power with respect to such shares.
v PAGEBREAK
TOC
TABLE OF CONTENTS
| Item 1. (a) Name of Issuer: |
|---|
| Item 2. |
| Item 3. |
| Item 4. Ownership. |
| Item 5. Ownership of Five Percent or Less of a Class |
| Item 6. Ownership of More than Five Percent on Behalf of Another Person. |
| Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
| Item 8. Identification and Classification of Members of the Group |
| Item 9. Notice of Dissolution of Group |
| Item 10(a) Certification |
| Item 10(b) Certification |
| Item 10(b) Certification |
| Item 10(b) Certification |
| Item 10(b) Certification |
/TOC
Table of Contents
link2 "Item 1. (a) Name of Issuer:"
| Item 1. | Name of Issuer : |
|---|---|
| P. H. Glatfelter Company | |
| (b) | Address of Issuers Principal Executive Offices: |
| 96 South George Street, Suite 500, York, PA 17401 |
link2 "Item 2."
| Item 2. |
| --- |
| PNC Bank and the Co-Trustees share dispositive power, and PNC Bank
holds sole voting power, with respect to the Trust Shares. Under
applicable state law and instruments governing the Trusts, PNC and
the Co-Trustees must act by mutual consent with respect to
investment decisions regarding the Trust Shares held by the Trusts. |
| The name and residence or business address of each of the
Co-Trustees is set forth below: |
| Name | Address |
|---|---|
| William M. Eyster, II | 204 St. Charles Way, York, PA 17402 |
| Katherine K. Glatfelter | Colonial Valley Road, Spring Grove, PA 17362 |
| George H. Glatfelter | 5715 Colonial Valley Rd., Spring Grove, PA 17362 |
| Cassandra E. Savitz | 105 Lyn Circle, York, PA 17403 |
| (d) | Title of Class of Securities : Common Stock |
|---|---|
| (e) | CUSIP Number: 377316104 |
2
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link2 "Item 3."
| Item 3. | |
|---|---|
| (g) | parent holding company or control person in accordance with § 240.13d- 1(b)(1)(ii)(G). |
| PNC Bank is a: | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
link2 "Item 4. Ownership."
| Item 4. |
| --- |
| The number of shares of Common Stock of the Issuer
beneficially owned by each of the reporting persons, the
percent of the aggregate outstanding shares of Common
Stock and the number of such shares as to which each such
person has sole and shared power to vote or direct the
vote, and sole or shared power to dispose or to direct the
disposition of Common Stock is shown in Items 5-9 and 11 of
the Cover Page applicable to each person, all of which are
hereby incorporated herein by reference. |
link2 "Item 5. Ownership of Five Percent or Less of a Class"
| Item 5. |
|---|
| N/A |
link2 "Item 6. Ownership of More than Five Percent on Behalf of Another Person."
| Item 6. |
| --- |
| Certain of the shares of Common Stock as to which this Statement is
filed may be beneficially owned by more than one person. Of such
shares held in trusts, certain persons who are settlors, trustees,
beneficiaries and others named in the governing instruments of
Trusts which hold such shares, including the reporting persons, may
have the power to direct the receipt of dividends from, or the
proceeds from the sale of, such shares. As to shares that are held
by the reporting persons 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. |
| The number of shares of Common Stock which are beneficially held by
PNC Bank, PNC Financial and PNC Bancorp, as trustee, executor,
custodian or agent, total 3,473,544 or 7.88% of the outstanding
shares of Common Stock as of October 31, 2005 . None of the other
reporting persons, nor any other person known to the undersigned to
have an interest in the shares of Common Stock covered by the
Statement, holds more than 5% of the outstanding Common Stock. |
3
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link2 "Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person."
| Item 7. |
|---|
| N/A |
link2 "Item 8. Identification and Classification of Members of the Group"
| Item 8. |
| --- |
| This schedule is filed pursuant to Rule 13d-1(b) on behalf of PNC
Financial, PNC Bancorp, PNC Bank, and pursuant to Rule 13d-1(c) by
each of the Co-Trustees identified in Item 2, to which reference is
hereby made. |
link2 "Item 9. Notice of Dissolution of Group"
| Item 9. |
|---|
| N/A |
Exhibits
Attached hereto as Exhibits are Joint Filing Agreements of each the Reporting Persons named on the Cover Page.
4
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CERTIFICATION AND SIGNATURE PAGE
link2 "Item 10(a) Certification"
Item 10(a) Certification
By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
| Dated: 12/2/05 | The PNC Financial Services Group, Inc. — By: | /s/ Thomas R. Moore | |
|---|---|---|---|
| Name: | Thomas R. Moore | ||
| Title: | Corporate Secretary | ||
| Dated: 12/2/05 | PNC Bancorp, Inc. | ||
| By: | /s/ Thomas R. Moore | ||
| Name: | Thomas R. Moore | ||
| Title: | Assistant Secretary | ||
| Dated: 12/2/05 | PNC Bank, National Association | ||
| By: | /s/ Thomas R. Moore | ||
| Name: | Thomas R. Moore | ||
| Title: | Secretary |
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CERTIFICATION AND SIGNATURE
link2 "Item 10(b) Certification"
Item 10(b) Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
| 12/3/05 Date |
|---|
| /s/ George H. Glatfelter Signature |
| George H. Glatfelter Name/Title |
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CERTIFICATION AND SIGNATURE
link2 "Item 10(b) Certification"
Item 10(b) Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
| 12/2/05 Date |
|---|
| /s/ Katherine K. Glatfelter Signature |
| Katherine K. Glatfelter Name/Title |
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CERTIFICATION AND SIGNATURE
link2 "Item 10(b) Certification"
Item 10(b) Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
| 12/2/05 Date |
|---|
| /s/ Cassandra E. Savitz Signature |
| Cassandra E. Savitz Name/Title |
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CERTIFICATION AND SIGNATURE
link2 "Item 10(b) Certification"
Item 10(b) Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
| 12/2/05 Date |
|---|
| /s/ William M. Eyster, III Signature |
| William M. Eyster, III Name/Title |
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Exhibits
Joint Filing Statements
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JOINT FILING STATEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, each of the undersigned agrees to the joint filing of a statement with the Securities and Exchange Commission on its behalf with respect to the disposition of shares of Common Stock of P.H. Glatfelter Company held in various fiduciary Trusts of which PNC Bank, N.A. is a Trustee.
| Dated: 12/2/05 | The PNC Financial Services Group, Inc. — By: | /s/ Thomas R. Moore | |
|---|---|---|---|
| Name: | Thomas R. Moore | ||
| Title: | Corporate Secretary | ||
| Dated: 12/2/05 | PNC Bancorp, Inc. | ||
| By: | /s/ Thomas R. Moore | ||
| Name: | Thomas R. Moore | ||
| Title: | Assistant Secretary | ||
| Dated: 12/2/05 | PNC Bank, National Association | ||
| By: | /s/ Thomas R. Moore | ||
| Name: | Thomas R. Moore | ||
| Title: | Secretary |
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JOINT FILING STATEMENT
December 3, 2005
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, I agree to the joint filing of a statement with the Securities and Exchange Commission on my behalf with respect to the disposition of shares of Common Stock of P.H. Glatfelter Company held in several Trusts of which I am co-trustee with PNC Bank, N.A.
| /s/ George H. Glatfelter |
|---|
| George H. Glatfelter |
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JOINT FILING STATEMENT
December 2, 2005
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, I agree to the joint filing of a statement with the Securities and Exchange Commission on my behalf with respect to the disposition of shares of Common Stock of P.H. Glatfelter Company held in several Trusts of which I am co-trustee with PNC Bank, N.A.
| /s/ William M. Eyster, III |
|---|
| William M. Eyster, III |
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JOINT FILING STATEMENT
December 2, 2005
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, I agree to the joint filing of a statement with the Securities and Exchange Commission on my behalf with respect to the disposition of shares of Common Stock of P.H. Glatfelter Company held in several Trusts of which I am co-trustee with PNC Bank, N.A.
| /s/ Katherine K. Glatfelter |
|---|
| Katherine K. Glatfelter |
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JOINT FILING STATEMENT
December 2, 2005
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, I agree to the joint filing of a statement with the Securities and Exchange Commission on my behalf with respect to the disposition of shares of Common Stock of P.H. Glatfelter Company held in several Trusts of which I am co-trustee with PNC Bank, N.A.
| /s/ Cassandra E. Savitz |
|---|
| Cassandra E. Savitz |