SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 12, 2002
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 19)
P. H. GLATFELTER COMPANY
------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
377316104
---------
(CUSIP Number)
December 31, 2001
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 377316104 Page 1 of 6 Pages
1) Names of Reporting Persons
IRS Identification No. Of Above Persons
The PNC Financial Services Group, Inc. (formerly, 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 9,229,979
Beneficially Owned 6) Shared Voting Power 5,989,336
By Each Reporting 7) Sole Dispositive Power 9,461,216
Person With 8) Shared Dispositive Power 5,535,898
9) Aggregate Amount Beneficially Owned by Each Reporting Person 15,319,181
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Instructions [ ]
11) Percent of Class Represented by Amount in Row (9) 35.86
12) Type of Reporting Person (See Instructions) HC
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. 19)
P. H. GLATFELTER COMPANY
------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
377316104
---------
(CUSIP Number)
December 31, 2001
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 377316104 Page 2 of 6 Pages
1) Names of Reporting Persons
IRS Identification No. 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 9,229,979
Beneficially Owned 6) Shared Voting Power 5,989,336
By Each Reporting 7) Sole Dispositive Power 9,461,216
Person With 8) Shared Dispositive Power 5,535,898
9) Aggregate Amount Beneficially Owned by Each Reporting Person 15,319,181
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Instructions [ ]
11) Percent of Class Represented by Amount in Row (9) 35.86
12) Type of Reporting Person (See Instructions) HC
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. 19)
P. H. GLATFELTER COMPANY
------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
377316104
---------
(CUSIP Number)
December 31, 2001
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 377316104 Page 3 of 6 Pages
1) Names of Reporting Persons
IRS Identification No. 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 9,229,979
Beneficially Owned 6) Shared Voting Power 5,989,336
By Each Reporting 7) Sole Dispositive Power 9,461,216
Person With 8) Shared Dispositive Power 5,535,898
9) Aggregate Amount Beneficially Owned by Each Reporting Person 15,319,181
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Instructions [ ]
11) Percent of Class Represented by Amount in Row (9) 35.86
12) Type of Reporting Person (See Instructions) BK
Page 4 of 6 Pages
ITEM 4 - OWNERSHIP:
The following information is as of December 31, 2001:
(a) Amount Beneficially Owned: 15,319,181 shares
(b) Percent of Class: 35.86
(c) Number of shares to which such person has:
(i) sole power to vote or to direct the vote 9,229,979
(ii) shared power to vote or to direct the vote 5,989,336
(iii) sole power to dispose or to direct the disposition of 9,461,216
(iv) shared power to dispose or to direct the disposition of 5,535,898
ITEM 6 - OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
See Schedule A attached hereto and made a part hereof.
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 The PNC Financial Services Group,
Inc. (formerly, 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 and 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.
Page 5 of 6 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.
February 12, 2002
- ----------------------------------------------------------------------
Date
By: /s/ Robert L. Haunschild
- ----------------------------------------------------------------------
Signature - The PNC Financial Services Group, Inc.
Robert L. Haunschild, Senior Vice President and Chief Financial Officer
- -----------------------------------------------------------------------
Name & Title
February 12, 2002
- ----------------------------------------------------------------------
Date
By: /s/ James B. Yahner
- ----------------------------------------------------------------------
Signature - PNC Bancorp, Inc.
James B. Yahner, Vice President
- -------------------------------
Name & Title
February 12, 2002
- ----------------------------------------------------------------------
Date
By: /s/ Thomas R. Moore
- ----------------------------------------------------------------------
Signature - PNC Bank, National Association
Thomas R. Moore, Secretary
- --------------------------
Name & Title
AN AGREEMENT TO FILE A JOINT STATEMENT
WAS PREVIOUSLY FILED AS EXHIBIT A TO AMENDMENT NO. 12.
Page 6 of 6 Pages
SCHEDULE A
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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
15,319,181.
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:
George H. Glatfelter
5715 Colonial Valley Road
Spring Grove, PA 17362
At December 31, 2001, George H. Glatfelter was a co-trustee, along with
PNC Bank, National Association, of five trusts holding an aggregate of
89,348 Shares, and may be deemed to have shared voting and dispositive
power as to all of such Shares. He also had a right to withdraw an
aggregate of 901,161 Shares from two trusts2 and a right to purchase an
aggregate of 2,793,810 Shares from eleven trusts. In addition, he had
an annual, noncumulative right of withdrawal equal to the greater of 5%
or $5,000 from the two trusts holding an aggregate of 88,316 Shares.3
- --------
(1) PNC Bank, National Association, as Bank Constituent and Trust Agent (as
defined in the Voting Trust Agreement (as defined below)), and The PNC Financial
Services Group, Inc., as the parent of PNC Bank, National Association, also
reports their beneficial ownership as to 12,515,174 of the shares of Common
Stock reported herein (the "Trust Shares"), as previously reported on a
statement on an amendment to Schedule 13D filed with the Securities and Exchange
Commission on September 13, 2001. 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, 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 The PNC Financial Services
Group, Inc., as its parent corporation, that existed prior to the establishment
of the Voting Trust.
(2) All of such Shares are Trust Shares (as defined in note 1 above).
(3) George H. Glatfelter serves as a co-trustee of both of these trusts. All of
such Shares are Trust Shares.