Pennsylvania | 2621 | 23-0628360 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Proposed Maximum | Proposed Maximum | |||||||||||
Title of Each Class of | Amount to be | Offering Price | Aggregate | Amount of | ||||||||
Securities to be Registered | Registered | Per Unit | Offering Price (1) | Registration Fee (2) | ||||||||
71/8% Notes
due 2016
|
$200,000,000 | 100% | $200,000,000 | $21,400 | ||||||||
Guarantees of
71/8%
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. |
Primary Standard | ||||||||||||
State or other | 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 |
Item 21. | Exhibits |
II-1
P. H. GLATFELTER COMPANY |
By: |
/s/ John P. Jacunski |
Name: John P. Jacunski |
Title: | Senior Vice President and |
Chief Financial Officer |
Signature | Title | Date | ||||
* |
Chairman, Chief Executive Officer and Director (Principal Executive Officer) | October 19, 2006 | ||||
/s/ John P. Jacunski |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) | October 19, 2006 | ||||
* |
Corporate Controller (Principal Accounting Officer) |
October 19, 2006 | ||||
* |
Director | October 19, 2006 | ||||
* |
Director | October 19, 2006 | ||||
* |
Director | October 19, 2006 | ||||
* |
Director | October 19, 2006 | ||||
* |
Director | October 19, 2006 | ||||
* |
Director | October 19, 2006 | ||||
* |
Director | October 19, 2006 | ||||
*By: |
/s/ John P. Jacunski |
II-2
PHG TEA LEAVES, INC. |
By: | * |
|
|
Name: George Amoss, Jr. | |
Title: President |
Signature | Title | Date | ||||
* |
President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) |
October 19, 2006 | ||||
* |
Vice President and Director | October 19, 2006 | ||||
* |
Assistant Secretary and Director | October 19, 2006 | ||||
*By: |
/s/ John P. Jacunski |
II-3
THE GLATFELTER PULP WOOD COMPANY |
By: | * |
|
|
Name: George H. Glatfelter II | |
Title: Chairman and President |
Signature | Title | Date | ||||
* |
Chairman, President and Director (Principal Executive Officer) |
October 19, 2006 | ||||
* |
Treasurer (Principal Financial Officer, Principal Accounting Officer) |
October 19, 2006 | ||||
* |
Director | October 19, 2006 | ||||
* |
Director | October 19, 2006 | ||||
* |
Director | October 19, 2006 | ||||
* |
Director | October 19, 2006 | ||||
* |
Director | October 19, 2006 | ||||
* |
Director | October 19, 2006 | ||||
*By: |
/s/ John P. Jacunski |
II-4
GLT INTERNATIONAL FINANCE, LLC |
By: | /s/ John P. Jacunski |
|
|
Name: John P. Jacunski | |
Title: President |
Signature | Title | Date | ||||
/s/ John P. Jacunski |
President and Director (Principal Executive Officer) |
October 19, 2006 | ||||
* |
Treasurer and Director (Principal Financial Officer, Principal Accounting Officer) |
October 19, 2006 | ||||
*By: |
/s/ John P. Jacunski |
II-5
MOLLANVICK, INC. |
By: | * |
|
|
Name: George Amoss Jr. | |
Title: President |
Signature | Title | Date | ||||
* |
President and Director (Principal Executive Officer) |
October 19, 2006 | ||||
* |
Vice President and Director | October 19, 2006 | ||||
* |
Assistant Secretary and Director (Principal Accounting Officer) |
October 19, 2006 | ||||
* |
Treasurer (Principal Financial Officer) |
October 19, 2006 | ||||
*By: |
/s/ John P. Jacunski |
II-6
GLENN-WOLFE, INC. |
By: | * |
|
|
Name: George Amoss Jr. | |
Title: President |
Signature | Title | Date | ||||
* |
President and Director (Principal Executive Officer) |
October 19, 2006 | ||||
* |
Vice President and Director | October 19, 2006 | ||||
* |
Assistant Secretary and Director (Principal Accounting Officer) |
October 19, 2006 | ||||
* |
Treasurer (Principal Financial Officer) |
October 19, 2006 | ||||
*By: |
/s/ John P. Jacunski |
II-7
GLATFELTER HOLDINGS, LLC |
By: |
* |
Name: Thomas V. Bosley | |
Title: President and Chief Executive Officer |
Signature | Title | Date | ||||
* |
President and Chief Executive Officer |
October 19, 2006 | ||||
* |
Treasurer (Principal Financial Officer, Principal Accounting Officer) |
October 19, 2006 | ||||
* |
Managing Director | October 19, 2006 | ||||
*By: |
/s/ John P. Jacunski |
II-8
GLATFELTER HOLDINGS II, LLC |
By: | * |
|
|
Name: Thomas V. Bosley | |
Title: President and Chief Executive Officer |
Signature | Title | Date | ||||
* |
President and Chief Executive Officer |
October 19, 2006 | ||||
* |
Treasurer (Principal Financial Officer, Principal Accounting Officer) |
October 19, 2006 | ||||
* |
Managing Director | October 19, 2006 | ||||
*By: |
/s/ John P. Jacunski |
II-9
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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys Form 10-K for the year ended December 31, 2005). |
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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys subsidiaries as borrowers, certain of the Companys 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 Companys 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 71/8% Notes due 2016.** | ||
99 | .1 | Form of Letter of Transmittal** |
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. |