UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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): April 28, 2006
P. H. Glatfelter Company
(Exact name of Registrant as specified in its charter)
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Pennsylvania
(State or Other Jurisdiction
of Incorporation)
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001-03560
Commission File Number
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23-0628360
(I.R.S. Employer
Identification Number) |
96 South George Street, Suite 500
York, Pennsylvania 17401
(717) 225-4711
(Address of principal executive offices and telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2.below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13c-4(c)) |
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Item 1.01.
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Entry into a Material Definitive Agreement. |
On April 28, 2006, P. H. Glatfelter Company (the “Company”) and certain of the Company’s
subsidiaries (the “Guarantors”) issued and sold $200 million in aggregate principal amount of the
Company’s 7
1/8% Senior Notes due 2016 (the “Notes”) to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the
United States to non-U.S. persons in compliance with Regulation S under the Securities Act.
The Notes and the guarantees thereof (the “Guarantees”) were issued pursuant to an indenture
dated as of April 28, 2006 (the “Indenture”) among the Company, the Guarantors and SunTrust Bank,
as trustee (the “Trustee”). The Indenture contains
covenants that, among other things, limits the ability of the Company and the Guarantors to incur debt, make restricted payments, create
certain liens, sell assets, enter into certain sale and leaseback transactions, and consolidate,
merge or transfer all or substantially all of the Company’s assets and the assets of the Company’s
subsidiaries on a consolidated basis. The Indenture provides for customary events of default.
The Company will pay interest on the Notes on May 1 and November 1 of each year, beginning on
November 1, 2006. The Notes will mature on May 1, 2016. The Notes are senior unsecured
obligations of the Company and will rank equally with the Company’s other and future senior
unsecured obligations. The Notes are guaranteed, jointly and severally, on a senior unsecured
basis, by certain of the Company’s current and future domestic subsidiaries. The Notes will not be
entitled to the benefit of any sinking fund.
The Company may redeem some or all of the notes at any time and from time to time on or after
May 1, 2011 at the applicable redemption price plus accrued and unpaid interest to the date of
redemption. The Company has the option to redeem the Notes in whole, but not in part, prior to May
1, 2011 at a redemption price equal to 100% of the principal amount plus accrued and unpaid
interest and a make-whole premium. In addition, at any time prior to May 1, 2009, the Company may
redeem up to 35% of the notes with the proceeds of certain equity offerings.
On April 28, 2006, the Company, the Guarantors, Credit Suisse Securities (USA) LLC, PNC
Capital Markets LLC, ABN AMRO Incorporated and SunTrust Capital
Markets, Inc. (the “Initial Purchasers”) entered into a
Registration Rights Agreement (the “Registration Rights Agreement”) providing the holders of the
Notes certain rights relating to the registration of the Notes under the Securities Act. Pursuant
to the Registration Rights Agreement, the Company agreed to conduct a registered exchange offer for
the Notes or cause to become effective a shelf registration statement providing for the resale of
the Notes. The Company is required to: (i) file a registration statement (“the Registration
Statement”) within 120 days after April 28, 2006, intended to enable holders to exchange the Notes
and Guarantees for publicly registered notes and guarantees; (ii) use reasonable best efforts
to cause the Registration Statement to become effective within 180 days after April 28, 2006; (iii)
offer the publicly registered notes and guarantees in exchange for surrender of the Notes as soon
as practicable after the effectiveness of the Registration
Statement; and (iv) file a shelf registration statement for the resale of the Notes and Guarantees
if the Company cannot effect the exchange offer within the time periods referred to above under the
circumstances specified in the Registration Rights Agreement.
The foregoing descriptions of the Indenture and the Registration Rights Agreement do not
purport to be complete and are qualified in their entirety by reference to the text of the
applicable agreement, copies of which are filed as Exhibits 4.1 and 4.2 to this Current Report on
Form 8-K and incorporated by reference herein.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant. |
The information above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
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Item 9.01.
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Financial Statements and Exhibits |
c. Exhibits
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4.1 |
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Indenture, dated as of April 28, 2006, among the Company, the Guarantors named therein and
the Trustee |
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4.2 |
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Registration Rights Agreement, dated April 28, 2006, among the Company, the
Guarantors named therein and the Initial Purchasers |