8-K

UNITED STATES

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): March 13, 2013

P. H. Glatfelter Company

(Exact name of registrant as specified in its charter)

Pennsylvania	001-03560	23-0628360
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

96 S. George Street, Suite 520, York, Pennsylvania	17401
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (717) 225-4711

Not Applicable

(Former name or former address, if changed since last report)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On March 13, 2013, P. H. Glatfelter Company (the “Company”) entered into a definitive Share Purchase Agreement (the “Agreement”) pursuant to which Glatfelter Gernsbach GmbH & Co. KG, a wholly-owned subsidiary of the Company (the “Purchaser”), agreed to acquire from Fortress Security Papers AG, a wholly-owned subsidiary of Fortress Paper Ltd. (the “Vendor”), all of the outstanding shares of Dresden Papier GmbH for an aggregate purchase price of €160 million (approximately $209 million), subject to a working capital adjustment (the “Acquisition”). The Company is guaranteeing any and all obligations of the Purchaser under the Agreement and Fortress Paper Ltd. is guaranteeing any and all obligations of the Vendor under the Agreement.

The Agreement provides for customary representations, warranties and covenants. The Acquisition is expected to close during the second quarter of 2013, subject to the receipt of required regulatory approvals and consents and the satisfaction or waiver of other customary closing conditions.

The Company intends to finance the Acquisition with a combination of cash on hand and borrowings under its revolving credit facility.

Item 7.01 Regulation FD Disclosure.

On March 13, 2013, the Company issued a press release (the “Press Release”) announcing its entry into the Agreement and the proposed Acquisition. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.

On March 13, 2013, Dante C. Parrini, Chairman and Chief Executive Officer, and John P. Jacunski, Senior Vice President and Chief Financial Officer, of the Company, will host a conference call to discuss the proposed Acquisition. An investor slide presentation providing supplemental material related to the Acquisition will be discussed during the conference call. A copy of this investor presentation is attached hereto as Exhibit 99.2 and is incorporated in this Item 7.01 by reference.

The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release issued March 13, 2013 announcing definitive agreement to acquire Dresden Papier GmbH
99.2	Investor Presentation Slides dated March 13, 2013 regarding definitive agreement to acquire Dresden Papier GmbH

SIGNATURES

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
By:	/s/ John P. Jacunski
	Name:	John P. Jacunski
	Title:	Senior Vice President and Chief Financial Officer

Date: March 13, 2013

Exhibit Index

Exhibit Number	Description
99.1	Press Release issued March 13, 2013 announcing definitive agreement to acquire Dresden Papier GmbH
99.2	Investor Presentation Slides dated March 13, 2013 regarding definitive agreement to acquire Dresden Papier GmbH

EX-99.1

Exhibit 99.1

                    

  Corporate Headquarters 96 South George Street York, Pennsylvania 17401 U.S.A. www.glatfelter.com

For Immediate Release	Contacts:
	Investors:	Media:
	John P. Jacunski	William T. Yanavitch
	(717) 225-2794	(717) 225-2747

GLATFELTER TO ACQUIRE SPECIALTY NONWOVENS MANUFACTURER DRESDEN PAPIER FOR €160 MILLION (approximately U.S.$209 MILLION)

- Dresden Papier GmbH Holds Leading Position in Rapidly Growing Global Nonwoven Wallpaper Segment -

- Transaction Expected to be Immediately Accretive to Earnings by Approximately $0.25 Per Share on Annualized Basis -

- Acquisition to be Financed by a Combination of Cash on Hand and Debt -

YORK, Pennsylvania – March 13, 2013 – Glatfelter (NYSE: GLT), a global manufacturer of specialty papers and fiber-based engineered materials, today announced it has signed a definitive agreement to purchase Dresden Papier GmbH from Fortress Paper Ltd. (TSE: FTP) for €160 million (approximately U.S.$209 million). Glatfelter expects the acquisition to be immediately accretive to earnings per share by approximately $0.25 on an annualized basis.

Dresden Papier, based in Heidenau (near Dresden), Germany, is the leading global supplier of nonwoven wallpaper base materials, and is a major supplier to most of the world’s largest wallpaper manufacturers. Nonwoven wallpaper offers superior performance and characteristics such as dry strip-ability, higher tear resistance, and no material shrinkage or expansion when wet. As a result, nonwovens are increasingly the product of choice for wallpaper installers and design professionals in Europe, with significant growth potential in Asia.

“Glatfelter’s agreement to acquire Dresden Papier demonstrates our commitment to building leading positions in niche global growth markets for specialty papers and fiber-based engineered materials,” said Dante C. Parrini, Chairman and Chief Executive Officer of Glatfelter. “Dresden Papier has built a preeminent position in nonwoven wallpaper materials – as both the cost and quality leader because of its innovative products, proprietary manufacturing techniques, and long-standing customer relationships.

“The acquisition of Dresden Papier will add another industry-leading nonwovens product line to our Composite Fibers business, and broaden our relationship with leading producers of consumer and industrial products. Despite the ongoing economic challenges in parts of Europe, we believe the global nonwoven wallpaper business will continue to grow at a compound annual growth rate of at least 10%. This acquisition will also provide additional operational leverage and growth opportunities for Glatfelter globally, particularly in large markets such as Russia and China, and other developing markets in eastern Europe and Asia.”

In 2012, Dresden’s revenues were €117 million (approximately U.S.$151 million), and Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) were €30 million (approximately U.S.$38 million). Dresden employs approximately 146 people at its state-of-the-art, 60,000-metric-ton-capacity manufacturing facility in Heidenau, Germany.

Glatfelter plans to finance the acquisition through a combination of cash on hand and debt. As of December 31, 2012, Glatfelter had a cash balance of $98 million and $345 million available under its revolving credit facility.

The proposed transaction, which is subject to customary closing conditions, including receipt of German and Ukrainian regulatory approvals, is expected to close during the second quarter of 2013. Upon closing, the acquired business will become part of Glatfelter’s Composite Fibers business unit, which manufactures fiber-based products for growing global niche markets, including filtration papers for tea and single serve coffee applications, metallized papers, composite laminates, and technical specialties.

Conference Call

Glatfelter will hold a conference call at 2:00 p.m. (Eastern) today to discuss the proposed acquisition of Dresden Papier. An investor slide presentation providing supplemental material related to the acquisition will be available on Glatfelter’s Investor Relations website at http://www.glatfelter.com/about_us/investor_relations/default.aspx. Information related to the conference call is as follows:

What:	Proposed acquisition of Dresden Papier GmbH
When:	Wednesday, March 13, 2013 - 2:00 p.m. Eastern Time
Number:	US dial	1-888-335-5539
	International dial	1-973-582-2857
Conference ID:	22356074
Webcast:	http://www.glatfelter.com/about_us/investor_relations/default.aspx
Rebroadcast Dates:	Wednesday, March 13, 2013 - 8:00 p.m. to Wednesday, March 27, 2013 – 11:59 p.m.
Rebroadcast Number:	Within US dial 1-855-859-2056
	International dial 1-404-537-3406
Conference ID:	22356074

Interested persons who wish to hear the live webcast should go to the website prior to the starting time to register, download and install any necessary audio software.

Caution Concerning Forward-Looking Statements

Any statements included in this press release which pertain to future financial and business matters are “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. The Company use words such as “anticipates”, “believes”, “expects”, “future”, “intends” and similar expressions to identify forward-looking statements. Any such statements are based on management’s current expectations and are subject to numerous risks, uncertainties and other unpredictable or uncontrollable factors that could cause future results to differ materially from those expressed in the forward-looking statements including, but not limited to: the time and costs required to consummate the proposed acquisition; the satisfaction or waiver of conditions in the purchase agreement; any material adverse changes in the business of Dresden Papier; the ability to obtain required regulatory approvals, and consents and the satisfaction or waiver of other customary closing conditions; the Company’s ability to achieve the strategic and other objectives relating to the proposed acquisition, including any expected synergies; the Company’s ability to successfully integrate Dresden Papier and achieve the expected results of the acquisition, including, without limitation, the acquisition being accretive; changes in industry, business, market, political and economic conditions in the U.S. and other countries in which it does business, demand for or pricing of its products, changes in tax legislation, governmental laws, regulations and policies, initiatives of regulatory authorities, technological changes and innovations, market growth rates, cost reduction initiatives and acquisition integration

risks. In light of these risks, uncertainties and other factors, the forward-looking matters discussed in this press release may not occur and readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements speak only as of the date of this press release and Glatfelter undertakes no obligation, and does not intend, to update these forward-looking statements to reflect events or circumstances occurring after the date of this press release. More information about these factors is contained in Glatfelter’s filings with the U.S. Securities and Exchange Commission, which are available at www.glatfelter.com.

About Glatfelter

Headquartered in York, PA, Glatfelter is a global manufacturer of specialty papers and fiber-based engineered materials, offering over a century of experience, technical expertise and world-class service. U.S. operations include facilities in Spring Grove, PA and Chillicothe and Fremont, OH. International operations include facilities in Canada, Germany, France, the United Kingdom and the Philippines, a representative office in China and a sales and distribution office in Russia. Glatfelter’s sales approximate $1.6 billion annually and its common stock is traded on the New York Stock Exchange under the ticker symbol GLT. Additional information may be found at www.glatfelter.com.

EX-99.2

Glatfelter (NYSE: GLT)

Definitive Agreement to Acquire Dresden Papier GmbH

March 13, 2013

Dante C. Parrini –

Chairman & Chief Executive Officer

John P. Jacunski –

Senior Vice President & Chief Financial Officer

Exhibit 99.2

1

GAAP Financial Measures

Certain statements included in this presentation, which pertain to future financial and business matters, are “forward-looking

statements”

within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. 

These statements are based on management’s current expectations and are subject to numerous risks, uncertainties and other

unpredictable or uncontrollable factors, which may cause actual results or performance to differ materially from the Company’s

expectations. Various risks and factors that could cause future results to differ materially from those expressed in the forward-looking

statements

include,

but

are

not

limited

to:

the

time

and

costs

required

to

consummate

the

proposed

acquisition;

the

satisfaction

or

waiver of conditions in the purchase agreement; any material adverse changes in the business of Dresden Papier; the ability to obtain

required

regulatory

approvals,

and

consents

and

the

satisfaction

or

waiver

of

other

customary

closing

conditions;

the

Company’s

ability to achieve the strategic and other objectives relating to the proposed acquisition, including any expected synergies; the

Company’s ability to successfully integrate Dresden Papier and achieve the expected results of the acquisition, including, without

limitation, the acquisition being accretive;

changes in industry, business, market, political and economic conditions in the U.S. and

other

countries

in

which

Glatfelter

does

business;

demand

for

or

pricing

of

its

products;

changes

in

tax

legislation,

governmental

laws,

regulations

and

policies;

initiatives

of

regulatory

authorities;

acquisition

integration

risks;

technological

changes

and

innovations;

market growth rates; cost reduction initiatives; and other factors.  In light of these risks, uncertainties and other factors, the forward-

looking matters discussed in this presentation may not occur, and readers are cautioned not to place undue reliance on these forward-

looking statements. The forward-looking statements speak only as of the date of this presentation and Glatfelter undertakes no

obligation, and does not intend, to update these forward-looking statements to reflect events or circumstances occurring after the date

of this presentation. More information about these factors is contained in Glatfelter’s filings with the U.S. Securities and Exchange

Commission,

which

are

available

at

www.glatfelter.com.

During the course of this presentation, certain non-U.S. GAAP financial measures will be presented.  A reconciliation of these measures

to U.S. GAAP financial measures is included in the appendix to this presentation.

Forward-Looking Statements and Use of non-

Acquisition Overview

•

Purchase price of €160 million ($209 million)

•

Dresden 2012 sales were ~ €117 million ($151 million) with EBITDA of ~ €30 million

($38 million)

•

Expected to be immediately accretive to earnings, contributing ~

$0.25 to EPS on an

annualized basis

•

Financed through a combination of cash on hand and borrowings under Glatfelter

existing bank facility

•

Will become part of the Composite Fibers Business Unit

•

Subject to customary closing conditions, including regulatory approval in Germany

and Ukraine –

transaction is expected to close during Q2 of 2013

Glatfelter signed a definitive agreement on March 13, 2013 to purchase

Dresden Papier GmbH from Fortress Paper Ltd. (TSE:FTP)

2

About Dresden Papier

•

State-of-the-art, 60,000-MT-capacity manufacturing facility in Germany

•

Track record of profitable growth and market leadership

•

Major supplier to the world’s largest wallpaper manufacturers

•

The cost and

quality industry leader

•

Superior product performance and characteristics

–

Dry strip-ability

–

Higher tear resistance

–

No material shrinkage or expansion when wet

•

Experienced management team

#1 global producer of nonwoven wallpaper base materials

3

Nonwoven Wallpaper Segment Overview

•

Global segment expected to

continue to grow at a CAGR of at

least 10%

–

Increasingly the product of choice

for wallpaper installers and design

professionals

–

Relatively resilient to

macroeconomic volatility

–

Growth from replacing standard

paper-based wallpaper

–

High demand in northern and

eastern Europe (Germany, Ukraine

and Russia)

•

Significant growth potential in Asia

NW

Share

9%

12%

17%

28%

25%

23%

32%

35%

39%

43%

45%

Source: IGI Wallcoverings Sales Statistics and management estimates

Global Wallpaper Segment (MT in 000’s)

4

Strategic Fit

•

Adds another industry-leading nonwovens product line to our Composite

Fibers business that leverages Glatfelter’s technical expertise in fiber-based

engineered materials

•

Broadens

our

relationship

with

leading

producers

of

consumer

and

industrial

products

•

Opportunities

for

operational

leverage

and

growth

for

Glatfelter

globally

•

Immediately accretive to earnings by approximately $0.25 per share on an

annualized basis

5

Increases Participation in Global Growth Markets

2006 Net Sales: $986 million

2006 Adj. EBITDA: $88.4 million

*includes Other and Unallocated of $1.9

2012 Pro-Forma Net Sales: $1,729 million

2012 Pro-Forma Adj. EBITDA: $212.3 million

*includes

Other

and

Unallocated

of

($16.7)

Specialty

Papers,

$895

Advanced

Airlaid

Materials,

$246

Composite

Fibers,

$588

Note: The sum of individual amounts set forth above may not agree to the pie chart totals due to rounding.

54%

48%

46%

52%

60%

70%

40%

30%

6

Composite

Fibers,

$34.7

Specialty

Papers, 

$51.8

Advanced

Airlaid

Materials, 

$26.7

Specialty

Papers, 

$104.6

Composite

Fibers, 

$97.7

Composite

Fibers, 

$293

Specialty

Papers, 

$694

Upon closing, this transaction will increase our participation in global growth markets, with

approximately 48% of net sales and 54% of Adjusted EBITDA coming from growth businesses.

Appendix

Reconciliation of Non-GAAP Measures

Adjusted EBITDA, Excluding Pension

Pro-Forma Adjusted EBITDA, Excluding Pension

8

In millions

2006

2012

Income (loss) before Income Taxes

(22.2)

$   

78.9

$    

Net

Pension

(Income)

Expense

(17.0)

11.6

Depreciation and Amortization

50.0

69.5

Net Interest Expense

21.3

18.2

EBITDA, excluding Pension

32.1

$    

178.3

$   

Adjustments

Gains on Timberland Sales and Transaction Related Costs

(15.7)

(9.2)

Gains from Insurance Recoveries

(0.2)

-

Debt Redemption Costs

2.9

5.1

Acquisition and Integration Related Costs

13.6

-

Adjusted EBITDA, excluding pension

88.4

$    

174.2

$   

Plus: Dresden Papier 2012 EBITDA (preliminary and unaudited)

-

38.1

Pro-Forma Adjusted EBITDA, excluding Pension

88.4

$    

212.3

$   

Shutdown and Restructuring Costs

55.7

-