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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 14, 1997
P. H. GLATFELTER COMPANY
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(Exact name of registrant as specified in its charter)
Pennsylvania 1-3560 23-0628360
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
Spring Grove, Pennsylvania 17362
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 225-4711
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5
On November 14, 1997 two wholly-owned German subsidiaries of
the Registrant entered into a definitive agreement to purchase all the capital
stock of the company holding the specialty paper business of the Schoeller and
Hoesch group ("S&H"), a German company, which is currently owned by Deutsche
Beteiligungs AG and S&H's management. The obligations of the subsidiaries
under the agreement have been guaranteed by the Registrant.
The purchase price will be DM 270 million (approximately $158
million). It is expected that the acquisition will be financed with a
multi-currency bank debt instrument. The transaction is expected to be
completed in January 1998, subject to approval by the Federal Cartel Office in
Germany.
For the fiscal year ended December 31, 1996, the S&H specialty
paper business had revenues of DM 296 million (approximately $173 million). It
is estimated that at year-end 1997 the S&H specialty paper business will have
debt of DM 68 million (approximately $40 million). The S&H specialty paper
business produces a variety of specialty papers, including tea bag and other
long fiber papers, tobacco papers, metalized papers, overlay and other
lightweight printing papers.
The S&H specialty paper business was founded in 1881 in
Gernsbach, Germany where its corporate offices and major paper production
facilities are located. A smaller paper production facility is located in
Odet, France, in which the S&H specialty paper business has a 50% interest, and
other facilities are located in Wisches, France, the Philippines, and
Summerville, South Carolina. The S&H specialty paper business employs
approximately 940 people.
The acquisition of the S&H specialty paper business will
represent a significant step in the Registrant's long-term strategic plan,
which emphasizes growth in technically engineered specialty paper markets. It
will provide the Registrant with a strong business position in the world tea
bag market and in other long fiber markets, such as stencil, filter and casing
paper. It will also strengthen the Registrant's tobacco paper business by
providing a manufacturing presence in Europe, a significant share of the
European tobacco paper market, and the ability to manufacture and market
ultraporous plug wrap, a growing segment of the world tobacco paper market.
The S&H specialty paper business has an experienced management
team that will continue to provide leadership and
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direction to the business. The exchange of knowledge between the technical and
marketing teams of the Registrant and the S&H specialty paper business will
allow the combined company to achieve various market synergies, such as product
interchanges, new product development and distribution.
Any statements set forth herein or otherwise made in writing
or orally by the Registrant with regard to its expectations for its business
after the completion of the acquisition of the S&H specialty paper business,
including its position in the market for certain products, its management, its
financial results and the benefits of the acquisition, may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Although the Registrant makes such statements
based on assumptions which it believes to be reasonable, there can be no
assurance that actual results will not differ materially from the Registrant's
expectations. Accordingly, the Registrant hereby identifies the following
important factors, among others, which could cause its results to differ from
any results which might be projected, forecasted or estimated by the Registrant
in any such forward-looking statements: (i) variations in demand for or pricing
of products of the S&H specialty paper business; (ii) changes in the cost or
availability of raw materials used by the S&H specialty paper business; (iii)
changes in industry paper production capacity, including the construction of
new mills, the closing of mills and incremental changes due to capital
expenditures or productivity increases; (iv) the gain or loss of significant
customers; (v) cost and other effects of environmental compliance, cleanup,
damages, remediation or restoration, or personal injury or property damage
related thereto; (vi) significant changes in international cigarette
consumption; (vii) enactment of adverse state or federal legislation or changes
in government policy or regulation; (viii) adverse results in litigation; (ix)
disruptions in production and/or increased costs due to labor disputes; (x)
potential political instability in the Philippines; (xi) changes in foreign
currency exchange rates; and (xii) the Registrant's ability to integrate the
S&H specialty paper business with the Registrant's business.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
P. H. GLATFELTER COMPANY
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(Registrant)
Date: November 17, 1997 By: /s/ Robert S. Wood
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Robert S. Wood
Secretary and Treasurer
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