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): April 3, 2006

P. H. Glatfelter Company
__________________________________________
(Exact name of registrant as specified in its charter)

Pennsylvania	001-03560	23-0628360
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
96 S. George Street, Suite 500, 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 8.01 Other Events.

April 3, 2006 the Company issued a press release pursuant to Rule 135c under the Securities Act of 1933, as amended, announcing a proposed unregistered offering of debt securities. The press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Press release dated April 3, 2006 announcing prosposed unregistered offering of debt securities.

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
April 6, 2006	By:	John P. Jacunski
		Name: John P. Jacunski
		Title: Vice President and Corporate Controller

Exhibit Index

Exhibit No.	Description
99.1	Press release issued announcing proposed unregistered offering of debt securities.

EX-99.1

For Immediate Release	Contacts:
	Investors:	Media:
	John C. van Roden	William T. Yanavitch
	(717) 225-2790	(717) 225-2760

GLATFELTER ANNOUNCES OFFERING OF NOTES

York, Pennsylvania – April 3, 2006: Glatfelter (NYSE:GLT)announced today that it plans to sell up to $200 million of debt securities during the second quarter of 2006, in a transaction exempt from the registration requirements of the Securities Act of 1933. Glatfelter intends to use the net proceeds from the sale to refinance its existing 6.875% notes due July 2007, repay amounts outstanding under its revolving credit facilities and use the balance, if any, for general corporate purposes.

The debt securities will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This announcement is not an offer to sell or a solicitation of an offer to buy such debt securities and is issued pursuant to Rule 135c under the Securities Act of 1933.

This press release is available in the “News Releases” subsection of the “Investor Relations” section of the Glatfelter’s web site, www.glatfelter.com.

About Glatfelter
Headquartered in York, Pennsylvania, Glatfelter is a global manufacturer of specialty papers and engineered products. U.S. operations include facilities in Spring Grove, Pennsylvania, Chillicothe and Fremont, Ohio and Neenah, Wisconsin. International operations include facilities in Germany, France, United Kingdom and the Philippines and a representative office in China. Glatfelter’s common stock is traded on the New York Stock Exchange under the ticker symbol GLT.

Caution Concerning Forward-Looking Statements
This document includes certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Although the Company makes such statements based on assumptions that it believes are reasonable, there can be no assurance that actual results will not differ materially from the Company’s expectations. Actual results may differ materially from these expectations due to changes in, among others, industry conditions, demand for or pricing of its products, circumstances surrounding the former Ecusta Division, global political, economic, business, competitive and market conditions, tax legislation; risks associated with integrating acquisitions, orderly closure of the Neenah facility; successful transition of products from the Neenah facility to the Chillicothe facilities; continued successful execution of the North American Restructuring Program and the EURO Program, growth strategies and cost reduction initiatives; successful execution of the Timberland Strategy with acceptable market conditions; and other regulatory factors. More information about these factors is contained in Glatfelter’s filings with the U.S. Securities and Exchange Commission.