e11vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2005
Or
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD from to
Commission file number 1-3560
A. |
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Full title of the plan and the address of the plan, if
different from that of the issuer named below: |
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GLATFELTER 401(K) SAVINGS PLAN FOR HOURLY EMPLOYEES |
B. |
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Name of issuer of the securities held pursuant
to the plan and the address of the principal executive
office: |
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GLATFELTER
96 SOUTH GEORGE STREET, SUITE 500
YORK, PA 17401 |
Glatfelter 401(k) Savings Plan
for Hourly Employees
Financial Report
December 31, 2005
Glatfelter
401(k)
Savings
Plan for
Hourly Employees
Table of Contents
December 31,
2005 and 2004
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Page No. |
Financial Statements: |
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1 |
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2 |
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3 |
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4 |
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Supplementary Schedule: |
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9 |
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Report of Independent Registered Public Accounting Firm
To the Finance Committee
Glatfelter 401(k) Savings Plan for Hourly Employees
We have audited the accompanying statements of net assets available for benefits of the
Glatfelter 401(k) Savings Plan for Hourly Employees (Plan) as of December 31, 2005 and 2004, and
the related statements of changes in net assets available for benefits for the years then ended.
These financial statements are the responsibility of the Plans management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. An audit includes consideration of internal control over
financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans
internal control over financial reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2005 and 2004, and
the changes in net assets available for benefits for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplementary schedule of assets (held at end of year) is
presented for the purpose of additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
The supplementary schedule is the responsibility of the Plans management. The supplementary
schedule has been subjected to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Beard Miller Company LLP
York, Pennsylvania
June 20, 2006
1
Glatfelter
401(k) Savings Plan for Hourly Employees
Statements of Net Assets Available For Benefits
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December 31, |
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2005 |
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2004 |
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Assets |
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Plan interest in the investments of the Glatfelter 401(k) Savings
and Profit Sharing Master Trust at fair value |
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$ |
26,644,789 |
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$ |
25,306,645 |
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Participant loans at cost |
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317,331 |
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300,798 |
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26,962,120 |
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25,607,443 |
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Employers
contributions receivable |
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0 |
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5,505 |
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Net Assets Available for Benefits |
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$ |
26,962,120 |
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$ |
25,612,948 |
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See notes to financial statements.
2
Glatfelter
401(K) Savings Plan for Hourly Employees
Statements
of Changes in Net Assets Available for Benefits
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Years Ended December 31, |
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2005 |
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2004 |
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Investment Income |
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Net appreciation in fair value of investments |
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$ |
1,308,388 |
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$ |
2,257,058 |
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Interest and dividends |
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577,900 |
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387,267 |
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1,886,288 |
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2,644,325 |
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Interest on Participant Loans |
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17,378 |
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18,255 |
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Contributions |
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Participants |
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1,596,719 |
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1,631,273 |
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Employer |
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313,637 |
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341,382 |
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1,910,356 |
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1,972,655 |
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Net Transfers Out |
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(1,080 |
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(1,701 |
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Benefits Paid to Participants |
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(2,461,271 |
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(3,905,413 |
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Administrative Expenses |
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(2,499 |
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(2,976 |
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Net Increase In Net Assets |
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1,349,172 |
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725,145 |
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Net
Assets Available for Benefits Beginning of Year |
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25,612,948 |
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24,887,803 |
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Net Assets Available for Benefits End of Year |
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$ |
26,962,120 |
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$ |
25,612,948 |
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See notes to financial statements.
3
Glatfelter
401(k) Savings Plan for Hourly Employees
Notes to Financial Statements
December 31,
2005 and 2004
Note 1 Description of Plan
General The following description of the Glatfelter 401(k) Savings Plan for Hourly
Employees (the Plan), formerly the Glatfelter 401(k) Savings and Profit Sharing Plan for
Spring Grove Hourly Employees and the P. H. Glatfelter Company 401(k) Savings Plan for Neenah
Hourly employees, provides only general information. Participants should refer to the Plan document
for a more complete description of the Plans provisions. The Plan covers all eligible employees,
as defined in the Plan, of the Spring Grove and Neenah Divisions of P. H. Glatfelter Company, and
the Glatfelter Pulp Wood Company (the Companies), who have completed 1,000 hours of service
within a twelve-month consecutive period.
Plan Amendment and Restatement Effective January 1, 2003, the Plan was amended and restated in
its entirety and renamed the Glatfelter 401(k) Savings Plan for Hourly Employees.
Participation An employee becomes a participant in the Plan on the first day of the calendar
month coinciding with or next following the date eligibility requirements are met.
Contributions Each participant may contribute up to 50% of their compensation as defined in the
restated Plan through payroll deductions. The Companies will provide a matching contribution in an
amount equal to 50% of the first 3% of each participants payroll reduction contributions.
Participants will continue to be able to contribute to the Plan a portion of all of their profit
sharing allocation, subject to IRS mandated maximum contributions, in addition to any payroll
deduction savings and matching contributions described above. The Companies profit sharing
allocations are funded based upon the profit sharing formula defined in the Plan document.
Participants may allocate contributions among available investment options. All employer-matching
contributions are initially invested in the Glatfelter Stock Fund. After the Companies matching
contributions have been in the Plan at least twelve months, it may be redirected among the other
investment options at the participants discretion.
Contributions are subject to certain limitations.
Participant Accounts and Vesting Payroll reduction contributions, rollover contributions, and
profit sharing deferral contributions are fully vested upon receipt by the Plan. Matching
contributions are subject to a graded vesting schedule through which a participant becomes fully
vested after attaining five years of service as follows:
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Years of Vesting Service |
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Vesting Percentage |
Less than 2 years |
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0 |
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2 years |
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25 |
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3 years |
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50 |
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4 years |
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75 |
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5 or more years |
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100 |
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Investment income and market appreciation or depreciation are allocated monthly to the participants
in the ratio that the balance in each participants account bears to the total amount of all such
account balances as of the end of the preceding month.
Forfeited balances of terminated participants non-vested accounts are used to reduce future
companies contributions.
4
Glatfelter
401(k) Savings Plan for Hourly Employees
Notes to Financial Statements
December 31,
2005 and 2004
Note 1 Description of Plan (Continued)
Benefits Upon retirement, disability or death, distributions will be paid as soon as
administratively possible in a lump sum or as an annuity. Upon termination of service other than by
retirement, disability or death, a participant will receive a lump sum payment if the total of
their vested account balance does not exceed $1,000 ($5,000 prior to
March 28, 2005). If the account balance exceeds $1,000, but is
less than $5,000, the balance shall be distributed in a direct
rollover to an IRA account of the Plan Administrators choosing, set
up in the name of the participant. If the
account balances exceed $5,000, the assets may be held until the participants normal or early
retirement date; however, terminated participants may elect to receive their vested account balance
as soon as administratively possible following termination.
Loans Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of
$50,000, but in no case can a loan exceed 50% of the borrowing participants vested account
balance. Loans are secured by the balance in the participants account. Generally the Plan
Administrator has applied interest at a rate of 1% above the prime rate at the time the loan is
approved. The trustee of the Plan will determine whether the loan application is to be approved
after an evaluation of all necessary documentation regarding the creditworthiness of the applicant.
Loan terms range from one to five years, or up to 15 years if the loan is extended for the purchase
of a primary residence. At December 31, 2005 and 2004, loans outstanding amounted to $317,331 and
$300,798, respectively.
Administration:
Plan Sponsor: P. H. Glatfelter Company
Plan Administration: P. H. Glatfelter Company
Plan Trustee: Fidelity Management Trust Company
The Plan
issues loans to participants, which are secured by the balances in
the participants accounts.
Under the provisions of ERISA, all of the above are parties-in-interest.
The respective participant pays fees for participant loans. The Company pays all other
administrative expenses, although the plan expenses may be paid by the Plan.
All other
transactions which may be considered parties-in-interest transactions
relate to the normal plan management and administrative services,
and the related payment of fees.
5
Glatfelter
401(k) Savings Plan for Hourly Employees
Notes to Financial Statements
December 31,
2005 and 2004
Note 2 Summary of Significant Accounting Policies
Basis of Presentation The financial statements of the Plan are presented on the accrual
basis of accounting.
Investments The fair value of the Plans interest in the Glatfelter 401(k) Savings and Profit
Sharing Master Trust (Master Trust) is based on the beginning of the year value of the Plans
interest in the Master Trust plus actual contributions and allocated investment income less actual
distributions and allocated administrative expenses. Quoted market prices are used to value
investments in the Master Trust. Participant loans are stated at cost, which approximates fair
value.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date.
The Master Trust invests in various securities including mutual
funds and corporate stocks. Investment securities in general are exposed to various risks; such are
interest rates, credit and overall market volatility. Due to the level of risk associated with
certain investment securities, it is reasonably possible that changes in the value of investment
securities will occur in the near term and that such changes could materially affect the amount
reported in the statement of assets available for Plan benefits.
Payment of Benefits Benefit payments to participants are recorded when paid.
Use of Estimates The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the Plan administrator to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported
amounts of additions and deductions during the reporting period. Actual results could differ from
those estimates.
6
Glatfelter
401(k) Savings Plan for Hourly Employees
Notes to Financial Statements
December 31,
2005 and 2004
Note 3 Master Trust Information
Investments of the Plan are maintained along with the investments of Glatfelter 401(k)
Savings Plan in the P. H. Glatfelter 401(k) Savings and Profit Sharing Master Trust (the Master
Trust) managed by Fidelity Management Trust Company.
At December 31, 2005 and 2004, the Plans aggregate interest in the net assets of the Master Trust
was approximately 36% and 35%, respectively. The Plans interest in individual Master Trust
investment options varies based upon investment selections of Plan participants.
The following is a summary of information regarding the Master Trust, a portion of which is
included in the Plans financial statements prepared by Fidelity Management Trust Company, the
trustee of the Plan, and furnished to the Plan administrator.
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December 31, |
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2005 |
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2004 |
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Investment Assets Held as of: |
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P. H. Glatfelter Company Stock Fund |
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$ |
5,978,403 |
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$ |
6,581,258 |
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Mutual Funds and Cash |
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67,995,235 |
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65,284,229 |
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$ |
73,973,638 |
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$ |
71,865,487 |
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Non-participant-directed investments as of December 31, 2005 and 2004 consisted entirely of the P.
H. Glatfelter Company Stock Fund, as described in Note 1. The fair value of such
non-participant-directed investments as of December 31, 2005 and 2004, was $671,091 and $786,159
respectively. At December 31, 2005 and 2004, the Plans aggregate interest in the
non-participant-directed investments was approximately 51% and 53%, respectively.
7
Glatfelter
401(k) Savings Plan for Hourly Employees
Notes To Financial Statements
December 31,
2005 and 2004
Note 3 Master Trust Information (Continued)
Investment income for the Master Trust for the years ended December 31 was as follows:
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2005 |
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2004 |
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Net appreciation (depreciation) in fair
value of investments: |
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P. H. Glatfelter Company Stock Fund |
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$ |
(431,757 |
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$ |
1,369,482 |
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Mutual Funds |
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3,866,637 |
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5,189,108 |
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Interest and dividends: |
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P. H. Glatfelter Company Stock Fund |
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152,303 |
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157,765 |
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Mutual Funds |
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1,675,044 |
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880,877 |
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$ |
5,262,227 |
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$ |
7,597,232 |
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Note 4 Plan Termination
While the Company has not expressed any intent to discontinue its contributions or terminate
the Plan, it is free to do so at any time in whole or in part.
Upon the complete or partial termination of the Plan, the accounts of all affected participants
become fully vested and non-forfeitable. The Employee Benefits Committee of the Board of Directors
will direct the Trustee to distribute the assets remaining in the trust fund to or for the
exclusive benefit of participants or their beneficiaries in a manner in accordance with ERISA and
the terms of the Plan document.
Note 5 Tax Status
The Plan obtained its latest determination letter on October 3, 2002, in which the Internal
Revenue Service stated that the Plan, as then designed, was in compliance with the applicable
requirements of the Internal Revenue Code. The Plan has been amended since receiving the
determination letter. The Plan Administrator and advisors believe that the Plan is currently
designed and being operated in compliance with the applicable requirements of the Internal Revenue
Code and that the Plan is qualified and the related trust is exempt from taxes as of the financial
statement date.
Note 6 Transfers
During the Plan year ended December 31, 2005 and 2004, several participants were
reclassified between the Glatfelter 401(k) Savings Plan and Glatfelter 401(k) Savings Plan for
Hourly Employees. Accordingly, decrease of $(1,080) and ($1,701) is included in the
accompanying statements of changes in net assets available for benefits for the Plan year ended
December 31, 2005 and 2004, respectively.
8
Glatfelter 401(k) Savings Plan for Hourly Employees
Employer Identification Number : 23-0628360
Plan Number : 007
Form 5500 Schedule H Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2005
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(e) |
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(b) |
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(c) |
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(d) |
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Current |
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(a) |
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Identity of issue |
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Description of investment |
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Cost |
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Value |
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* |
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Participant Loans |
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5% - 10% |
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0 |
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$ |
317,331 |
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Total Investments |
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$ |
317,331 |
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9
Pursuant to the requirements of the Securities Exchange Act of 1934, the Board of
Directors has duly caused this Annual Report to be signed by the undersigned hereunto duly
authorized.
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GLATFELTER 401(K) SAVINGS PLAN
FOR HOURLY EMPLOYEES
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June 27, 2006 |
By: |
/s/
George Amoss |
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George Amoss |
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Plan Administrator |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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23.1
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Consent of Beard Miller Company LLP, Independent Registered
Public Accounting Firm |