Magnera Corp — Registration Form 2006

Oct 19, 2006

S-4/A 1 w21205a2sv4za.htm AMENDMENT NO. 2 TO FORM S-4 sv4za PAGEBREAK

As filed with the Securities and Exchange Commission on October 19, 2006

Registration No. 333-135808

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4/A

Amendment No. 2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

P. H. Glatfelter Company

(Exact name of Registrant as specified in its charter)

Pennsylvania	2621	23-0628360
(State or other jurisdiction of incorporation or organization)	(Primary standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

96 South George Street, Suite 500

York, Pennsylvania 17401

(717) 225-4711

(Address and telephone number of Registrant’s principal executive offices)

John P. Jacunski

Senior Vice President and Chief Financial Officer

P. H. Glatfelter Company

96 South George Street, Suite 500

York, Pennsylvania 17401

(717) 225-4711

(Name, address and telephone number of agent for service)

with a copy to:

Bruce Czachor

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

(212) 848-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of	Amount to be	Proposed Maximum — Offering Price	Proposed Maximum — Aggregate	Amount of
Securities to be Registered	Registered	Per Unit	Offering Price (1)	Registration Fee (2)
7 1 / 8 % Notes
due 2016	$200,000,000	100%	$200,000,000	$21,400
Guarantees of
7 1 / 8 %
Notes due 2016	—	—	—	—

| (1) | Estimated solely for the purposes of calculating the
registration fee in accordance with Rule 457(f) under the
Securities Act of 1933, as amended. |
| --- | --- |
| (2) | Calculated based upon the market value of the securities to be
received by the registrants in the exchange in accordance with
Rule 457(f). Pursuant to Rule 457(n), no registration
fee will be paid in connection with the guarantee. |

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

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TABLE OF ADDITIONAL REGISTRANTS

	State or other	Primary Standard — Industrial	I.R.S. Employer
	Jurisdiction of	Classification	Identification
Name	Incorporation	Code Number	Number
PHG Tea Leaves, Inc.	DE	2612	52-2068690
Mollanvick, Inc.	DE	2612	52-2068900
The Glatfelter Pulp Wood Company	MD	2612	23-1519556
GLT International Finance, LLC	DE	2612	32-0019096
Glenn-Wolfe, Inc.	DE	2612	52-2017675
Glatfelter Holdings, LLC	DE	2612	20-3878695
Glatfelter Holdings II, LLC	DE	2612	20-3878722

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Explanatory Note

This Amendment No. 2 is being filed solely for the purpose of filing exhibits to the Registration Statement on Form S-4 (File No. 333-135808) and no changes or additions are being made hereby to the preliminary prospectus which forms part of the Registration Statement or to Items 20 or 22 of Part II of the Registration Statement. Accordingly, the preliminary prospectus and Items 20 and 22 of Part II of the Registration Statement have been omitted from this filing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 21. Exhibits

(a) Exhibits

See the index to exhibits that appears immediately following the signature pages to this registration statement.

II-1 PAGEBREAK

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 19, 2006.

P. H. GLATFELTER COMPANY

By: /s/ John P. Jacunski

Name: John P. Jacunski

Title: 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.

Signature		Date
* George
H. Glatfelter II	Chairman, Chief Executive Officer and Director (Principal
Executive Officer)	October 19, 2006
/s/ John P. Jacunski John
P. Jacunski.	Senior Vice President and Chief Financial Officer (Principal
Financial Officer)	October 19, 2006
* David
C. Elder	Corporate Controller (Principal Accounting Officer)	October 19, 2006
* Kathleen
A. Dahlberg	Director	October 19, 2006
* Nicholas
DeBenedictis	Director	October 19, 2006
* J.
Robert Hall	Director	October 19, 2006
* Richard
C. Ill	Director	October 19, 2006
* Ronald
J. Naples	Director	October 19, 2006
* Richard
L. Smoot	Director	October 19, 2006
* Lee
C. Stewart	Director	October 19, 2006
*By:	/s/ John P. Jacunski As
Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 19, 2006.

PHG TEA LEAVES, INC.

By: *

Name: George Amoss, Jr.
Title: President

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 as indicated.

Signature		Date
* George
Amoss, Jr.	President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer,
Principal Accounting Officer)	October 19, 2006
* Leslie
Eby	Vice President and Director	October 19, 2006
* Mary
Alice Avery	Assistant Secretary and Director	October 19, 2006
*By:	/s/ John P. Jacunski As
Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 19, 2006.

THE GLATFELTER PULP WOOD COMPANY

By: *

Name: George H. Glatfelter II
Title: Chairman and President

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 as indicated.

Signature		Date
* George
H. Glatfelter II	Chairman, President and Director (Principal Executive Officer)	October 19, 2006
* John
P. Jacunski	Treasurer (Principal Financial Officer, Principal Accounting Officer)	October 19, 2006
* Peter
P. Alexander	Director	October 19, 2006
* Thomas
V. Bosley	Director	October 19, 2006
* Charles
A. Brown	Director	October 19, 2006
* Robert
L. Inners II	Director	October 19, 2006
* James
B. Koykendall	Director	October 19, 2006
* Thomas
R. Wieland	Director	October 19, 2006
*By:	/s/ John P. Jacunski As
Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 19, 2006.

GLT INTERNATIONAL FINANCE, LLC

By: /s/ John P. Jacunski

Name: John P. Jacunski
Title: President

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 as indicated.

Signature		Date
/s/ John P. Jacunski John
P. Jacunski	President and Director (Principal Executive Officer)	October 19, 2006
* George
Amoss Jr.	Treasurer and Director (Principal Financial Officer, Principal Accounting Officer)	October 19, 2006
*By:	/s/ John P. Jacunski As
Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 19, 2006.

MOLLANVICK, INC.

By: *

Name: George Amoss Jr.
Title: President

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 as indicated.

Signature		Date
* George
Amoss Jr.	President and Director (Principal Executive Officer)	October 19, 2006
* Leslie
Eby	Vice President and Director	October 19, 2006
* Mary
Alice Avery	Assistant Secretary and Director (Principal Accounting Officer)	October 19, 2006
* Donald
Gross	Treasurer (Principal Financial Officer)	October 19, 2006
*By:	/s/ John P. Jacunski As
Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 19, 2006.

GLENN-WOLFE, INC.

By: *

Name: George Amoss Jr.
Title: President

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 as indicated.

Signature		Date
* George
Amoss Jr.	President and Director (Principal Executive Officer)	October 19, 2006
* Leslie
Eby	Vice President and Director	October 19, 2006
* Mary
Alice Avery	Assistant Secretary and Director (Principal Accounting Officer)	October 19, 2006
* Donald
Gross	Treasurer (Principal Financial Officer)	October 19, 2006
*By:	/s/ John P. Jacunski As
Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 19, 2006.

GLATFELTER HOLDINGS, LLC

By: *

Name: Thomas V. Bosley
Title: President and Chief Executive 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.

Signature		Date
* Thomas
V. Bosley	President and Chief Executive Officer	October 19, 2006
* David
C. Elder	Treasurer (Principal Financial Officer, Principal Accounting Officer)	October 19, 2006
* Jennifer
Deitchman	Managing Director	October 19, 2006
*By:	/s/ John P. Jacunski As
Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 19, 2006.

GLATFELTER HOLDINGS II, LLC

By: *

Name: Thomas V. Bosley
Title: President and Chief Executive 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.

Signature		Date
* Thomas
V. Bosley	President and Chief Executive Officer	October 19, 2006
* David
C. Elder	Treasurer (Principal Financial Officer, Principal Accounting Officer)	October 19, 2006
* Jennifer
Deitchman	Managing Director	October 19, 2006
*By:	/s/ John P. Jacunski As
Attorney-in-Fact

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EXHIBIT INDEX

Exhibit — Number		Description of Exhibits
4	.1	Indenture, dated as of April 28, 2006, by and between the
Company and SunTrust Bank, as trustee (incorporated by reference
to Exhibit 4.1 to the Current Report on Form 8-K filed
by the Company on May 3, 2006).
4	.2	Registration Rights Agreement, dated April 28, 2006, among
the Company, the Guarantors named therein and the Initial
Purchasers (incorporated by reference to Exhibit 4.2 to the
Current Report on Form 8-K filed by the Company on
May 3, 2006).
4	.3	First Supplemental Indenture, dated as of September 21,
2006, among Glatfelter Holdings, LLC, Glatfelter Holdings II,
LLC, the Existing Subsidiary Guarantors named therein and
SunTrust Bank.**
5	.1	Opinion of Shearman & Sterling LLP as to the validity
of the securities being offered.*
5	.2	Opinion of Ballard Spahr Andrews and Ingersoll, LLP as to the
validity of the securities being offered.*
10	.1	Asset Purchase Agreement, dated February 21, 2006, among
NewPage Corporation, Chillicothe Paper Inc. and the Company
(exhibits omitted) (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed by
the Company on February 27, 2006).
10	.2	Agreement for Sale of Assets (Lydney), dated March 8, 2006,
by and among J R Crompton Limited, Nicholas James Dargan and
William Kenneth Dawson, as administrators and Glatfelter-UK
Limited and the Company (incorporated by reference to
Exhibit 10 to the Quarterly Report on Form 10-Q filed
by the Company for the quarter ended March 31, 2006).
10	.3	P. H. Glatfelter Company Management Incentive Plan, adopted as
of January 1, 1994, as amended and restated
December 19, 2000 and effective January 1, 2001
(incorporated by reference to Exhibit 10(a) to the
Company’s Form 10-K for the year ended
December 31, 2000).
10	.4	P. H. Glatfelter Company 2005 Management Incentive Plan, adopted
as of April 27, 2005 (incorporated by reference to
Exhibit 10.4 to the Current Report on Form 8-K filed
by the Company on April 29, 2005).
10	.5	P. H. Glatfelter Company Supplemental Executive Retirement Plan,
as amended and restated effective April 23, 1998 and
further amended December 20, 2000 (incorporated by
reference to Exhibit 10(c) to the Company’s
Form 10-K for the year ended December 31, 2000).
10	.6	Description of Executive Salary Continuation Plan (incorporated
by reference to Exhibit 10(g) to the Company’s
Form 10-K for the year ended December 31, 1990).
10	.7	P. H. Glatfelter Company Supplemental Management Pension Plan,
effective as of April 23, 1998 (incorporated by reference
to Exhibit 10(f) to the Company’s Form 10-K for
the year ended December 31, 1998).
10	.8	P. H. Glatfelter Company 2005 Long-Term Incentive Plan, adopted
as of April 27, 2005 (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed
by the Company on April 29, 2005).
10	.8.1	Form of Top Management Restricted Stock Unit Award Certificate
(incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K filed by the Company on April 29,
2005).
10	.8.2	Form of Non-Employee Director Restricted Stock Unit Award
Certificate (incorporated by reference to Exhibit 10.3 to
the Current Report on Form 8-K filed by the Company on
April 29, 2005).
10	.9	P. H. Glatfelter Company Deferred Compensation Plan for
Directors, effective as of April 22, 1998 (incorporated by
reference to Exhibit 10(h) to the Company’s
Form 10-K for the year ended December 31, 1998).
10	.10	Change in Control Employment Agreement by and between the
Company and George H. Glatfelter II, dated as of
December 31, 2005 (incorporated by reference to
Exhibit 10(i) to the Company’s Form 10-K for the
year ended December 31, 2005).

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Exhibit — Number		Description of Exhibits
10	.11	Form of Change in Control Employment Agreement by and between
the Company and certain employees, dated as of December 31,
2005 (incorporated by reference to Exhibit 10(j) to the
Company’s Form 10-K for the year ended
December 31, 2005).
10	.11.1	Schedule of Change in Control Employment Agreements
(incorporated by reference to Exhibit 10(j)(a) to the
Company’s Form 10-K for the year ended
December 31, 2005).
10	.12	Agreement between the State of Wisconsin and Certain Companies
Concerning the Fox River, dated as of January 31, 1997,
among the Company, Fort Howard Corporation, NCR
Corporation, Appleton Papers Inc., Riverside Paper Corporation,
U.S. Paper Mills, Wisconsin Tissue Mills Inc. and the State
of Wisconsin (incorporated by reference to Exhibit 10(i) to
the Company’s Form 10-K for the year ended
December 31, 1996).
10	.13	Credit Agreement, dated as of June 24, 2002, among the
Company, various subsidiary borrowers, Deutsche Bank AG New York
Branch, as Agent, and various lending institutions with Deutsche
Bank Securities Inc., as Lead Arranger and Book Runner
(incorporated by reference to Exhibit 10.1 to the Quarterly
Report on Form 10-Q filed by the Company for the quarter
ended June 30, 2002).
10	.14	Increase in Commitments and Lender Addition Agreement
(incorporated by reference to Exhibit 10.1 to the Quarterly
Report on Form 10-Q filed by the Company for the quarter
ended September 30, 2002).
10	.15	Contract for the Purchase and Bargain Sale of Property (exhibits
omitted) (incorporated by reference to Exhibit 10(o) to the
Company’s Form 10-K for the year ended
December 31, 2002).
10	.16	Term Loan Agreement, dated as of March 21, 2003, among GPW
Timberlands, LLC, (a wholly owned subsidiary of the Company) and
Suntrust Bank, as Administrative Agent (incorporated by
reference to Exhibit 10.3 to the Quarterly Report on
Form 10-Q filed by the Company for the quarter ended
March 31, 2003).
10	.17	Consent Decree for Remedial Design and Remedial Action at
Operable Unit 1 of the Lower Fox River and Green Bay site by and
among the United States of America and the State of
Wisconsin v. P. H. Glatfelter Company and WTMI Company
(f/k/a Wisconsin Tissue Mills, Inc.) (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K/A
filed by the Company on October 9, 2003).
10	.18	Compensatory Arrangements with Certain Executive Officers
(incorporated by reference to Exhibit 10(q) to the
Company’s Form 10-K for the year ended
December 31, 2005).
10	.19	Summary of Non-Employee Director Compensation, (effective
May 1, 2006) (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed
by the Company on June 29, 2006).
10	.20	Credit Agreement, dated as of April 3, 2006, by and among
the Company, certain of the Company’s subsidiaries as
borrowers, certain of the Company’s subsidiaries as
guarantors, the banks party thereto, PNC Bank, National
Association, as agent for the banks under the Credit Agreement,
PNC Capital Markets LLC and Credit Suisse Securities (USA)
LLC, as joint arrangers and bookrunners, and Credit Suisse
Securities (USA) LLC, as syndication agent (incorporated by
reference to Exhibit 10.1 to the Current Report on
Form 8-K filed by the Company on April 7, 2006).
12	.1	Computation of Ratio of Earnings to Fixed Charges.**
21	.1	Subsidiaries of the Company (incorporated by reference to
Exhibit 21 to the Company’s Form 10-K for the
year ended December 31, 2005).
23	.1	Consent of Deloitte & Touche LLP.**
23	.2	Consent of Shearman & Sterling LLP (included in
Exhibit 5.1).*
23	.3	Consent of Ballard Spahr Andrews and Ingersoll, LLP (included in
Exhibit 5.2)*
24	.1	Power of Attorney of P. H. Glatfelter Company.**
25	.1	Statement of eligibility of trustee on Form T-1 for the
7 1 / 8 % Notes
due 2016.**
99	.1	Form of Letter of Transmittal**

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Exhibit — Number		Description of Exhibits
99	.2	Form of Notice of Guaranteed Delivery**
99	.3	Form of Letter to Clients**
99	.4	Form of Letter to Registered Holders**
99	.5	Form of Letter from Beneficial Owner**

*	Filed herewith.
**	Previously filed.