<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
__________________
JPS CAPITAL CORP.
(Name of applicant)
300 Delaware Avenue - Suite 1704
Wilmington, Delaware 19801
(Address of principal executive offices)
__________________
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
Title of Class Amount
-------------- ------
Contingent Payment Notes $34,000,000(subject to adjustment
as provided in the Indenture)
Approximate date of proposed public offering: September 22, 1997.
--------------------------------------------
Name and Address of agent for service:
-------------------------------------
David H. Taylor
Vice President, Treasurer and Secretary
JPS Capital Corp.
300 Delaware Avenue - Suite 1704
Wilmington, Delaware 19801
(864) 239-3900
Copies to:
Simeon Gold, Esq. Lawrence A. First, Esq.
Weil, Gotshal & Manges LLP Fried, Frank, Harris, Shriver & Jacobson
767 Fifth Avenue One New York Plaza
New York, New York 10153 New York, New York 10004
(212) 310-8000 (212) 859-8000
The obligor hereby amends this application for qualification on such
date or dates as may be necessary to delay its effectiveness until (i) the 20th
day after the filing of an amendment which specifically states that it shall
supersede this application, or (ii) such date as the Commission, acting pursuant
to Section 307(c) of the Act, may determine upon the written request of the
obligor.
Page 1 of 11 Pages
(Exhibit Index Appears on Page 11)
<PAGE>
GENERAL
1. GENERAL INFORMATION. Furnish the following information as to the applicant:
(a) Form of organization:
A corporation.
(b) State or other sovereign power under the laws of which
organized:
Delaware.
2. SECURITIES ACT EXEMPTION APPLICABLE. State briefly the facts relied upon by
the applicant as a basis for the claim that registration of the indenture
securities under the Securities Act of 1933, as amended, is not required.
JPS Capital Corp., a Delaware corporation ("Applicant") and wholly-
owned subsidiary of JPS Textile Group, Inc., a Delaware corporation ("JPS
Textile"), intends to issue its Contingent Payment Notes (the "Contingent
Notes") on the effective date (the "Effective Date") of the joint plan of
reorganization under chapter 11 of title 11, United States Code (the "Bankruptcy
Code") proposed by Applicant and JPS Textile, dated August 1, 1997 (the "Joint
Plan"). On August 1, 1997, JPS Textile filed with the United States Bankruptcy
Court for the Southern District of New York (the "Bankruptcy Court") a voluntary
petition for relief under chapter 11 of the Bankruptcy Code, the Joint Plan, and
a related disclosure statement by JPS Textile and Applicant, dated June 25, 1997
(the "Disclosure Statement"). The Disclosure Statement is included as Exhibit
T3E.1 hereto. Pursuant to an order of the Bankruptcy Court, entered August 1,
1997, a hearing to consider the adequacy of the Disclosure Statement has been
scheduled for September 9, 1997 and a hearing to consider confirmation of the
Joint Plan has been scheduled to follow immediately thereafter. Accordingly, if
the Joint Plan is confirmed on such date, the Effective Date may occur, and the
Contingent Notes may be issued by Applicant, on or about September 22, 1997.
If the Joint Plan is confirmed by the Bankruptcy Court, on the
Effective Date, the holders of $186,020,318 in face amount of JPS Textile's
senior publicly held bonds (the "Old Debt Securities") issued under previously
qualified indentures (the "Old Indentures") will receive, in satisfaction
thereof, among other things, an aggregate of (i) $14 million in cash, (ii)
approximately 93.3% of the issued and outstanding shares of JPS Textile's common
stock to be issued under the Joint Plan, and (iii) $34 million in initial
principal amount (subject to adjustment as provided in the indenture governing
the Contingent Notes (the "Indenture")) of the Contingent Notes.
JPS Textile and Applicant are relying on Section 3(a)(9) of the
Securities Act of 1933, as amended (the "Securities Act"), to exempt from the
registration requirements of such act (and of any equivalent state securities or
"blue sky" laws) any offer of the Contingent Notes which may be deemed to be
made by JPS Textile or Applicant, as the case may be, pursuant to the
solicitation of votes on the Joint Plan. Neither JPS Textile nor Applicant has
any contract, arrangement or understanding relating to, nor did either of them
directly or indirectly, pay any commission or other remuneration to any broker,
dealer, salesperson, agent or any other person for, soliciting votes to accept
or reject the Joint Plan or soliciting the exchange of any Old Debt Securities
for any Contingent Notes. None of the financial advisors to JPS Textile or an
informal committee comprised of certain holders of the Old Debt Securities or
their representatives (the "Committee"), the voting agent with respect to the
tabulation of
Page 2 of 11 Pages
<PAGE>
votes on the Joint Plan, the trustees under the Old Indentures, the proposed
trustee under the Indenture, nor any broker, dealer, salesperson, agent or any
other person, has been engaged or authorized to express any statement, opinion,
recommendation or judgment with respect to the relative merits and risks of the
solicitation, the value and terms of the Contingent Notes, or the Joint Plan
(and the transactions contemplated thereby). No cash payment has been or will
be made by any holder of the Old Debt Securities in connection with the issuance
of the Contingent Notes or the transactions contemplated by the Joint Plan. JPS
Textile has paid the voting agent reasonable and customary compensation for its
services in connection with the tabulation of votes on the Joint Plan, plus
reimbursement for its reasonable out-of-pocket disbursements. JPS Textile has
paid the reasonable fees and reimbursed the out-of-pocket expenses of the Old
Debt Securities trustees for acting as trustees under the Old Indentures. JPS
Textile will pay the reasonable fees and reimburse the out-of-pocket expenses of
the Contingent Note trustee for acting as trustee under the Indenture. JPS
Textile has paid The Blackstone Group, L.P. for financial advisory services in
connection with the restructuring (which services do not include the
solicitation of holders of Old Debt Securities). In addition, JPS Textile has
paid Houlihan Lokey Howard & Zukin, Inc. for financial advisory services
rendered to the Committee in connection with the restructuring (which services
do not include the solicitation of holders of Old Debt Securities). In addition,
brokers, dealers, commercial banks, trust companies and other nominees will be
reimbursed by JPS Textile for customary mailing and handling expenses incurred
by them in forwarding material to their customers.
With respect to the offer and exchange of Contingent Notes on the
Effective Date as described above, JPS Textile and Applicant intend to rely on
the exemption from the registration requirements of the Securities Act, and
equivalent state securities and "blue sky" laws, provided by Section 1145(a)(1)
of the Bankruptcy Code. Section 1145 of the Bankruptcy Code exempts from such
registration the offer or sale under a chapter 11 plan of securities of the
debtor or of an affiliate participating in a joint plan with the debtor, if such
securities are offered or sold in exchange for a claim against, or equity
interest in, such debtor or affiliate. In reliance upon this exemption, the
Contingent Notes to be issued on the Effective Date as provided in the Joint
Plan will be exempt from the registration requirements of the Securities Act,
and equivalent state securities and "blue sky" laws.
Page 3 of 11 Pages
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AFFILIATIONS
3. AFFILIATES. Furnish a list or diagram of all affiliates of the applicant
and indicate the respective percentages of voting securities or other bases of
control.
AS OF AUGUST 18, 1997
---------------------
Percentage of
Applicant's Controlled Affiliates Voting Securities
(i.e., wholly owned subsidiaries) Owned by Applicant
--------------------------------- ------------------
None.
Applicant's Controlling Affiliates Bases of Control
---------------------------------- ----------------
JPS Textile Group, Inc. (1)
(1) JPS Textile is the owner of 100% of the outstanding shares of common stock,
par value $.01 per share, of Applicant.
ON THE EFFECTIVE DATE OF THE JOINT PLAN
---------------------------------------
The corporate structure of Applicant will not change from the structure
described above.
Page 4 of 11 Pages
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MANAGEMENT AND CONTROL
4. DIRECTORS AND EXECUTIVE OFFICERS. List the names and complete mailing
addresses of all directors and executive officers of the applicant and all
persons chosen to become directors or executive officers. Indicate all offices
with the applicant held or to be held by each person named.
AS OF AUGUST 18, 1997
---------------------
<TABLE>
<CAPTION>
Name Mailing Address Office
- ---- --------------- -------
<S> <C> <C>
Steven M. Friedman c/o Eos Partners, L.P. Director
320 Park Avenue
New York, New York 10022
Donald Bromley c/o JPS Capital Corp. Controller
300 Delaware Avenue
Suite 1704
Wilmington, Delaware 19801
Alain M. Oberrotman c/o Odyssey Partners, L.P. Director, Assistant
31 West 52nd Street Treasurer and Assistant
New York, New York 10019 Secretary
Jerry E. Hunter c/o JPS Textile Group, Inc. Chairman of the Board,
555 N. Pleasantburg Drive Chief Executive Officer,
Suite 202 President and Chief
Greenville, South Carolina 29607 Operating Officer
David H. Taylor c/o JPS Textile Group, Inc. Director, Vice President,
555 N. Pleasantburg Drive Treasurer and Secretary
Suite 202
Greenville, South Carolina 29607
Muzzafar Mirza c/o Odyssey Partners, L.P. Director
31 West 52nd Street
New York, New York 10019
Marc C. Particelli c/o Odyssey Partners, L.P. Director
31 West 52nd Street
New York, New York 10019
</TABLE>
ON THE EFFECTIVE DATE OF THE JOINT PLAN
---------------------------------------
The individuals who will serve as directors and executive officers of
JPS Textile commencing on the Effective Date are identified on Exhibit 4 to the
Disclosure Statement. The future directors and executive officers of Applicant
will be appointed by the new directors of JPS Textile.
Page 5 of 11 Pages
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5. PRINCIPAL OWNERS OF VOTING SECURITIES. Furnish the following information
as to each person owning 10% or more of the voting securities of the applicant.
AS OF AUGUST 18, 1997
---------------------
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
- ------ ------ ------ ------
<S> <C> <C> <C>
Name and Title of Amount % of Voting
Mailing Address Class Owned Owned Securities Owned
- --------------- ----------- ------ ----------------
JPS Textile Group, Inc. Common 100 100.00%
555 N. Pleasantburg Drive Stock shares
Suite 202
Greenville, SC 29607
</TABLE>
ON THE EFFECTIVE DATE OF THE JOINT PLAN
---------------------------------------
The ownership of the voting securities of Applicant will not
change from that described above.
UNDERWRITERS
6. UNDERWRITERS. Give the name and complete mailing address of (a) each person
who, within three years prior to the date of filing the application, acted as an
underwriter of any securities of the applicant which were outstanding on the
date of filing the application, and (b) each proposed principal underwriter of
the securities proposed to be offered. As to each person specified in (a), give
the title of each class of securities underwritten.
(a) No person has acted as an underwriter of any securities of Applicant,
within three years prior to the date hereof, which securities are
outstanding on the date hereof.
(b) No person will act as underwriter of the Contingent Notes to be
issued.
CAPITAL SECURITIES
7. CAPITALIZATION. (a) Furnish the following information as to each
authorized class of securities of the applicant.
AS OF AUGUST 18, 1997
---------------------
<TABLE>
<CAPTION>
COL. A COL. B COL. C
- ------ ------ ------
<S> <C> <C>
Amount Outstanding Title of Class Amount Authorized
- ------------------ -------------- -----------------
100 shares Common Stock 1,000 shares
</TABLE>
Page 6 of 11 Pages
<PAGE>
ON THE EFFECTIVE DATE OF THE JOINT PLAN
---------------------------------------
<TABLE>
<CAPTION>
COL. A COL. B COL. C
------ ------ ------
<S> <C> <C>
Amount Outstanding Title of Class Amount Authorized
- ------------------ -------------- -----------------
100 shares Common Stock 1,000 shares
$34,000,000 initial Contingent Notes $34,000,000 initial
principal amount principal amount
(subject to adjustment (subject to adjustment as
as provided in the provided in the Indenture)
Indenture)
</TABLE>
(b) Give a brief outline of the voting rights
of each class of voting securities referred to in paragraph (a) above.
Each share of common stock of Applicant will be entitled to one vote,
and Applicant's Restated Certificate of Incorporation will not provide for
cumulative voting. The Contingent Notes are not entitled to any voting rights.
INDENTURE SECURITIES
8. ANALYSIS OF INDENTURE PROVISIONS. Insert at this point the analysis of
indenture provisions required under Section 305(a)(2) of the Trust Indenture Act
of 1939.
All references to the Indenture herein refer to the Contingent Note
Indenture (the "Indenture") to be dated as of the Effective Date among
Applicant, JPS Textile and the trustee thereunder (the "Trustee"). Capitalized
terms used in this section 8 which are not otherwise defined below or elsewhere
in this Application on Form T-3 have the respective meanings assigned to them in
the Indenture. A copy of the Indenture, including the form of Contingent Note,
is attached as Exhibit 1.C to the Disclosure Statement.
(A) EVENTS OF DEFAULT AND WITHHOLDING OF NOTICE. The Indenture does
-------------------------------------------
not provide for any events of default or acceleration of maturity of the
Contingent Notes. The exercise of remedies will be limited to the following:
(i) a suit seeking damages against JPS Textile for failing to deposit sufficient
funds for a redemption in accordance with its prior notice thereof (given in its
sole discretion) or for breach by JPS Textile of any covenant made by JPS
Textile under the Indenture, (ii) a suit to compel Applicant to make a
redemption for which it has received funds from JPS Textile, (iii) a suit
against Applicant seeking to recover unpaid principal and interest at maturity,
and (iv) a suit seeking to enforce by means of specific performance any
provision of the Contingent Notes or the Indenture. The rights of the
individual holders of the Contingent Notes to pursue remedies with respect to
such notes and the Indenture will be limited to instances in which the Trustee
has failed to pursue a remedy within sixty days after receipt of the request and
offer of indemnity (if any) of holders made in compliance with the provisions of
the Indenture.
Page 7 of 11 Pages
<PAGE>
(B) AUTHENTICATION AND DELIVERY OF CONTINGENT NOTES; APPLICATION OF
---------------------------------------------------------------
PROCEEDS. Each Contingent Note will be signed by an Officer of Applicant and
- --------
Applicant's seal will be reproduced on each Contingent Note. A Contingent Note
will not be valid until authenticated by the manual signature of the Trustee,
such signature to be conclusive evidence that the Contingent Note has been
authenticated under the Indenture. There will be no proceeds from the issuance
of the Contingent Notes because such securities (together with certain property
and securities of JPS Textile) will be issued or distributed pursuant to a plan
of reorganization confirmed by the Bankruptcy Court in exchange for the
satisfaction and discharge of certain claims arising from ownership of certain
securities of and claims against the debtor in the bankruptcy case.
Accordingly, no provisions are contained in the Indenture with respect to the
use by Applicant of proceeds of the issuance of the Contingent Notes.
(C) RELEASE OF COLLATERAL. Not applicable.
---------------------
(D) SATISFACTION AND DISCHARGE. The Indenture provides that it will
--------------------------
be discharged (i) upon delivery for cancellation of all outstanding Contingent
Notes theretofore authenticated and issued and the payment by Applicant of all
amounts payable under the Indenture, or (ii) upon the occurrence of an automatic
cancellation of all outstanding Contingent Notes pursuant to Section 3.06 of the
Indenture.
The restated certificate of incorporation of the Applicant will
prohibit the Applicant from redeeming any portion of the Contingent Notes prior
to maturity, except that the Board of Directors of JPS Textile may (but under no
circumstances will it be required to), from time to time, in its discretion,
give notice of its intent to deposit funds to be used by the Applicant to redeem
all or a portion of the Contingent Notes, and such deposits will constitute
capital contributions to the Applicant. Upon the giving of such notice, JPS
Textile will be obligated to deposit such funds, and following the making of
that deposit, the Applicant will be required to use the same to redeem a portion
of the Contingent Notes.
The restated certificate of incorporation of each of JPS Textile and
the Applicant will restrict JPS Textile and the Applicant from entering into any
transaction that would, directly or indirectly, prohibit, restrict, delay, or
hinder the payment of any amounts due under the Contingent Notes upon maturity,
without the unanimous consent of the holders of the common stock of JPS Textile.
Neither JPS Textile, the Applicant nor any other entity will have the power or
authority to, directly or indirectly, prohibit, restrict, delay, or hinder the
payment of any amounts due under the Contingent Notes upon maturity. However,
nothing in the Joint Plan or any related documents may restrict the actions
taken by JPS Textile or its tax affiliates in connection with their resolution
of their liabilities (if any) for Taxes (as defined in the Indenture).
(E) EVIDENCE OF COMPLIANCE WITH CONDITIONS AND COVENANTS. Applicant
----------------------------------------------------
is required to furnish the Trustee (within 105 days after the end of each fiscal
year and within 60 days after the end of each fiscal quarter) a statement of
certain officers of Applicant as to whether each of Applicant and its
Subsidiaries has kept, observed, performed and fulfilled its obligations under
the Indenture.
9. OTHER OBLIGORS. Give the name and complete mailing address of any person,
other than the applicant, who is an obligor upon the indenture securities.
Page 8 of 11 Pages
<PAGE>
There is no other person who is an obligor upon the Contingent Notes; however,
JPS Textile is a party to the Indenture and has certain obligations thereunder.
CONTENTS OF APPLICATION FOR QUALIFICATION. This application for qualification
comprises:
(a) Pages numbered 1 to 10, consecutively.
(b) The statement of eligibility and qualification of the Trustee under the
Indenture to be qualified (on Form T-1).
(c) The following exhibits in addition to those filed as part of the statement
of eligibility and qualification of the Trustee:
Exhibit T3A.1 Certificate of Incorporation of Applicant, currently in
effect.
Exhibit T3A.2 Form of Restated Certificate of Incorporation of Applicant.
Exhibit T3B.1 Existing By-laws of Applicant.
Exhibit T3B.2 Form of Amended and Restated By-laws of Applicant.
Exhibit T3C Form of Indenture to be qualified (including form of
Contingent Note, attached as Exhibit A thereto).
Exhibit T3D Not Applicable.
Exhibit T3E.1 Disclosure Statement, dated June 25, 1997 (including the
appendices and exhibits attached thereto).
Exhibit T3E.2 Forms of Ballots.
Exhibit T3E.3 Forms of Master Ballots.
Exhibit T3E.4 Letter to Securityholders and Creditors from the Chairman of
the Board of Directors and Chief Executive Officer of JPS
Textile.
Exhibit T3F See the Cross-reference sheet contained in the Indenture
filed herewith as Exhibit T3C.
Exhibit 25 Statement of eligibility and qualification of the Trustee
under the Indenture to be qualified (on Form T-1).
Page 9 of 11 Pages
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, applicant,
JPS Capital Corp., a corporation organized and existing under the laws of
Delaware, has duly caused this application to be signed on its behalf by the
undersigned, thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the city of Greenville in the State of South Carolina, on the
21st day of August, 1997.
JPS CAPITAL CORP.
(SEAL) By: /s/ Jerry E. Hunter
-----------------------------------
Name: Jerry E. Hunter
Title: Chairman of the Board,
Chief Executive Officer, President
and Chief Operating Officer
Attest: By: /s/ David H. Taylor
-----------------------------------
Name: David H. Taylor
Title: Vice President,
Treasurer and
Secretary
Page 10 of 11 Pages
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Name
and Number Page No.
- ------------ --------
<S> <C> <C>
Exhibit T3A.1 Certificate of Incorporation of Applicant, currently in
effect./*/
Exhibit T3A.2 Form of Restated Certificate of Incorporation of Applicant./**/
Exhibit T3B.1 Existing By-laws of Applicant./*/
Exhibit T3B.2 Form of Amended and Restated By-laws of Applicant./**/
Exhibit T3C Form of Indenture to be qualified (including form of Contingent
Note, attached as Exhibit A thereto)./**/
Exhibit T3D Not Applicable.
Exhibit T3E.1 Disclosure Statement, dated June 25, 1997 (including the
appendices and exhibits attached thereto)./**/
Exhibit T3E.2 Forms of Ballots./*/
Exhibit T3E.3 Forms of Master Ballots./*/
Exhibit T3E.4 Letter to Securityholders and Creditors from the Chairman of the
Board of Directors and Chief Executive Officer of JPS
Textile./**/
Exhibit T3F See the Cross-reference sheet contained in the Indenture filed
herewith as Exhibit T3C.
Exhibit 25 Statement of eligibility and qualification of the Trustee under
the Indenture to be qualified (on Form T-1)./*/
</TABLE>
______________
* Filed herewith.
** Previously filed as an exhibit to JPS Textile's Current Report on Form 8-K,
filed on July 2, 1997 and incorporated herein by reference.
Page 11 of 11 Pages
<PAGE>
CERTIFICATE OF INCORPORATION
OF
JPS CAPITAL CORP.
(Pursuant to Sections 101 and 102 of the
General Corporation Law of the State of Delaware)
FIRST: The name of the Corporation is:
JPS Capital Corp.
SECOND: The address of the Corporation's registered office in the
State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, in
the City of Wilmington, County of New Castle, State of Delaware. The name of
the registered agent of the Corporation at such address is The Corporation Trust
Company.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware, as from time to time amended.
FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is 1000, all of which shares shall be
Common Stock having a par value of $0.01.
<PAGE>
FIFTH: The name and mailing address of the sole incorporator is
Marcus H. Lipiner, c/o Weil, Gotshal & Manges, 767 Fifth Avenue, New York, New
York 10153.
SIXTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholders thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code,
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as consequence of
2
<PAGE>
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders or class of stockholders of the
Corporation, as the case may be, and also on the Corporation.
SEVENTH: In furtherance and not in limitation of powers conferred by
law, subject to any limitations contained elsewhere in this Certificate of
Incorporation, By-laws of the Corporation may be adopted, amended or repealed by
a majority of the Board of Directors of the Corporation, but any By-laws adopted
by the Board of Directors may be amended or repealed by the stockholders
entitled to vote thereon. Election of directors need not be by written ballot.
EIGHTH: No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for any matter in respect of which such director
shall be liable under Section 174 of the General Corporation Law of the State of
Delaware or any amendment thereto or successor provision thereto or shall be
liable by reason that, in addition to any and all other requirements for such
3
<PAGE>
liability, such director (i) shall have breached his or her duty or loyalty to
the Corporation or its stockholders, (ii) shall not have acted, or shall have
omitted to act, in good faith, (iii) shall have acted in a manner involving
intentional misconduct or a knowing violation of law or, in failing to act,
shall have acted in a manner involving intentional misconduct or a knowing
violation of law or (iv) shall have derived an improper personal benefit.
Neither the amendment nor repeal of this Article EIGHTH, nor the adoption of any
provision of the Certificate of Incorporation inconsistent with this Article
EIGHTH, shall eliminate or reduce the effect of this Article EIGHTH, in respect
of any matter occurring, or any cause of action, suit or claim that, but for
this Article EIGHTH, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.
NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereinafter prescribed by statute, and all rights conferred by the
stockholders herein are granted subject to this reservation.
4
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
of Incorporation on this 22nd day of April, 1994.
By: /s/ Marcus H. Lipiner
----------------------------
Marcus H. Lipiner
Sole Incorporator
5
<PAGE>
BY-LAWS
OF
JPS CAPITAL CORP.
(a Delaware corporation)
ARTICLE I
Stockholders
------------
SECTION 1. Fixing Date for Determination of Stockholders of Record.
-------------------------------------------------------
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors; and (3) in the case of any other action, shall not be more than sixty
days prior to such other action. If no record date is fixed: (1) the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held; (2) the record
date for determining stockholders entitled to express consent to corporate
action in writing without a meeting, when no prior action of the Board of
Directors is required by law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the
<PAGE>
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action; and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
SECTION 2. Annual Meetings. The annual meeting of stockholders for
---------------
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year at such date and time,
within or without the State of Delaware, as the Board of Directors shall
determine.
SECTION 3. Special Meetings. Special meetings of stockholders for
----------------
the transaction of such business as may properly come before the meeting may be
called by order of the Board of Directors or by stockholders holding together at
least a majority of all the shares of the Corporation entitled to vote at the
meeting, and shall be held at such date and time, within or without the State of
Delaware, as may be specified by such order. Whenever the directors shall fail
to fix such place, the meeting shall be held at the principal executive office
of the Corporation.
SECTION 4. Notice of Meetings. Written notice of all meetings of the
------------------
stockholders, stating the place, date and hour of the meeting and the place
within the city or other municipality or community at which the list of
stockholders may be examined, shall be mailed or delivered to each stockholder
not less than 10 nor more than 60 days prior to the meeting. Notice of any
special meeting shall state in general terms the purpose or purposes for which
the meeting is to be held.
SECTION 5. Stockholder Lists. The officer who has charge of the
-----------------
stock ledger of the Corporation shall prepare and make, at least 10 days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such
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list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, either at a place within the city where the meeting is
to be held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present.
The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the Corporation, or to vote in person or by proxy at any
meeting of stockholders.
SECTION 6. Quorum. Except as otherwise provided by law or the
------
Corporation's Certificate of Incorporation, a quorum for the transaction of
business at any meeting of stockholders shall consist of the holders of record
of a majority of the issued and outstanding shares of the capital stock of the
Corporation entitled to vote at the meeting, present in person or by proxy. At
all meetings of the stockholders at which a quorum is present, all matters,
except as otherwise provided by law or the Certificate of Incorporation, shall
be decided by the vote of the holders of a majority of the shares entitled to
vote thereat present in person or by proxy. If there be no such quorum, the
holders of a majority of such shares so present or represented may adjourn the
meeting from time to time, without further notice, until a quorum shall have
been obtained. When a quorum is once present it is not broken by the subsequent
withdrawal of any stockholder.
SECTION 7. Organization. Meetings of stockholders shall be presided
------------
over by the Chairman, if any, or if none or in the Chairman's absence the Vice-
Chairman, if any, or if none or in the Vice-Chairman's absence the President, if
any, or if none or in the President's absence a Vice-President, or, if none of
the foregoing is present, by a chairman to be chosen by the stockholders
entitled to vote who are present in person or by proxy at the meeting. The
Secretary of the Corporation, or in the Secretary's absence an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present, the presiding officer of the meeting
shall appoint any person present to act as secretary of the meeting.
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SECTION 8. Voting; Proxies; Required Vote. (a) At each meeting of
------------------------------
stockholders, every stockholder shall be entitled to vote in person or by proxy
appointed by instrument in writing, subscribed by such stockholder or by such
stockholder's duly authorized attorney-in-fact (but no such proxy shall be voted
or acted upon after three years from its date, unless the proxy provides for a
longer period), and, unless the Certificate of Incorporation provides otherwise,
shall have one vote for each share of stock entitled to vote registered in the
name of such stockholder on the books of the Corporation on the applicable
record date fixed pursuant to these By-laws. At all elections of directors the
voting may but need not be by ballot and a plurality of the votes cast there
shall elect. Except as otherwise required by law or the Certificate of
Incorporation, any other action shall be authorized by a majority of the votes
cast.
(b) Any action required or permitted to be taken at any meeting of
stockholders may, except as otherwise required by law or the Certificate of
Incorporation, be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of record of the issued and outstanding capital stock of
the Corporation having a majority of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted, and the writing or writings are filed with the permanent
records of the Corporation. Prompt notice of the taking of corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
(c) Where a separate vote by a class or classes, present in person or
represented by proxy, shall constitute a quorum entitled to vote on that matter,
the affirmative vote of the majority of shares of such class or classes present
in person or represented by proxy at the meeting shall be the act of such class,
unless otherwise provided in the Corporation's Certificate of Incorporation.
SECTION 9. Inspectors. The Board of Directors, in advance of any
----------
meeting, may, but need not, appoint one or more inspectors of election to act at
the meeting or any adjournment thereof. If an inspector or inspectors are not
so appointed, the person presiding at the meeting may, but need not, appoint one
or more inspectors. In case any
4
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person who may be appointed as an inspector fails to appear or act, the vacancy
may be filled by appointment made by the directors in advance of the meeting or
at the meeting by the person presiding thereat. Each inspector, if any, before
entering upon the discharge of his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, and the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the person
presiding at the meeting, the inspector or inspectors, if any, shall make a
report in writing of any challenge, question or matter determined by such
inspector or inspectors and execute a certificate of any fact found by such
inspector or inspectors.
ARTICLE II
Board of Directors
------------------
SECTION 1. General Powers. The business, property and affairs of the
--------------
Corporation shall be managed by, or under the direction of, the Board of
Directors.
SECTION 2. Qualification; Number; Term; Remuneration. (a) Each
-----------------------------------------
director shall be at least 18 years of age. A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Delaware. The number of directors constituting the entire Board shall be six,
or such other number as may be fixed from time to time by action of the
stockholders or Board of Directors, one of whom may be selected by the Board of
Directors to be its Chairman. The use of the phrase "entire Board" herein
refers to the total number of directors which the Corporation would have if
there were no vacancies.
(b) Directors who are elected at an annual meeting of stockholders,
and directors who are elected in the interim to fill vacancies and newly created
director-
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ships, shall hold office until the next annual meeting of stockholders and until
their successors are elected and qualified or until their earlier resignation or
removal.
(c) Directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
SECTION 3. Quorum and Manner of Voting. Except as otherwise provided
---------------------------
by law, a majority of the entire Board shall constitute a quorum. A majority of
the directors present, whether or not a quorum is present, may adjourn a meeting
from time to time to another time and place without notice. The vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
SECTION 4. Places of Meetings. Meetings of the Board of Directors
------------------
may be held at any place within or without the State of Delaware, as may from
time to time be fixed by resolution of the Board of Directors, or as may be
specified in the notice of meeting.
SECTION 5. Annual Meeting. Following the annual meeting of
--------------
stockholders, the newly elected Board of Directors shall meet for the purpose of
the election of officers and the transaction of such other business as may
properly come before the meeting. Such meeting may be held without notice
immediately after the annual meeting of stockholders at the same place at which
such stockholders' meeting is held.
SECTION 6. Regular Meetings. Regular meetings of the Board of
----------------
Directors shall be held at such times and places as the Board of Directors shall
from time to time by resolution determine. Notice need not be given of regular
meetings of the Board of Directors held at times and places fixed by resolution
of the Board of Directors.
SECTION 7. Special Meetings. Special meetings of the Board of
----------------
Directors shall be held whenever called by the Chairman of the Board, President,
Vice-Chairman or by a majority of the directors then in office.
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SECTION 8. Notice of Special Meetings. A notice of the place, date
--------------------------
and time and the purpose or purposes of each special meeting of the Board of
Directors shall be given to each director by mailing the same at least two days
before the special meeting, or by telegraphing or telephoning the same or by
delivering the same personally not later than the day before the day of the
meeting.
SECTION 9. Organization. At all meetings of the Board of Directors,
------------
the Chairman, if any, or if none or in the Chairman's absence or inability to
act the President, or in the President's absence or inability to act any Vice-
President who is a member of the Board of Directors, or in such Vice-President's
absence or inability to act a chairman chosen by the directors, shall preside.
The Secretary of the Corporation shall act as secretary at all meetings of the
Board of Directors when present, and, in the Secretary's absence, the presiding
officer may appoint any person to act as secretary.
SECTION 10. Resignation. Any director may resign at any time upon
-----------
written notice to the Corporation and such resignation shall take effect upon
receipt thereof by the President or Secretary, unless otherwise specified in the
resignation. Any or all of the directors may be removed, with or without cause,
by the holders of a majority of the shares of stock outstanding and entitled to
vote for the election of directors.
SECTION 11. Vacancies. Unless otherwise provided in these By-laws,
---------
vacancies on the Board of Directors, whether caused by resignation, death,
disqualification, removal, an increase in the authorized number of directors or
otherwise, may be filled by the affirmative vote of a majority of the remaining
directors, although less than a quorum, or by a sole remaining director, or at a
special meeting of the stockholders, by the holders of shares entitled to vote
for the election of directors.
SECTION 12. Action by Written Consent. Any action required or
-------------------------
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all the directors consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors.
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ARTICLE III
Committees
----------
SECTION 1. Appointment. From time to time the Board of Directors by
-----------
a resolution adopted by a majority of the entire Board may appoint any committee
or committees for any purpose or purposes, to the extent lawful, which shall
have powers as shall be determined and specified by the Board of Directors in
the resolution of appointment.
SECTION 2. Procedures, Quorum and Manner of Acting. Each committee
---------------------------------------
shall fix its own rules of procedure, and shall meet where and as provided by
such rules or by resolution of the Board of Directors. Except as otherwise
provided by law, the presence of a majority of the then appointed members of a
committee shall constitute a quorum for the transaction of business by that
committee, and in every case where a quorum is present the affirmative vote of a
majority of the members of the committee present shall be the act of the
committee. Each committee shall keep minutes of its proceedings, and actions
taken by a committee shall be reported to the Board of Directors.
SECTION 3. Action by Written Consent. Any action required or
-------------------------
permitted to be taken at any meeting of any committee of the Board of Directors
may be taken without a meeting if all the members of the committee consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the committee.
SECTION 4. Term; Termination. In the event any person shall cease to
-----------------
be a director of the Corporation, such person shall simultaneously therewith
cease to be a member of any committee appointed by the Board of Directors.
ARTICLE IV
Officers
--------
SECTION 1. Election and Qualifications. The Board of Directors shall
---------------------------
elect the officers of the Corporation, which shall include a President and a
Secretary, and may include, by election or appointment, one or more Vice-
Presidents (any one or more of whom may be given an additional designation of
rank or function), a Treasurer and such Assistant Secretaries, such Assistant
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Treasurers and such other officers as the Board of Directors may from time to
time deem proper. Each officer shall have such powers and duties as may be
prescribed by these By-laws and as may be assigned by the Board of Directors or
the President. Any two or more offices may be held by the same person except
the offices of President and Secretary.
SECTION 2. Term of Office and Remuneration. The term of office of
-------------------------------
all officers shall be one year and until their respective successors have been
elected and qualified, but any officer may be removed from office, either with
or without cause, at any time by the Board of Directors. Any vacancy in any
office arising from any cause may be filled for the unexpired portion of the
term by the Board of Directors. The remuneration of all officers of the
Corporation may be fixed by the Board of Directors or in such manner as the
Board of Directors shall provide.
SECTION 3. Resignation; Removal. Any officer may resign at any time
--------------------
upon written notice to the Corporation and such resignation shall take effect
upon receipt thereof by the President or Secretary, unless otherwise specified
in the resignation. Any officer shall be subject to removal, with or without
cause, at any time by vote of a majority of the entire Board.
SECTION 4. Chairman of the Board. The Chairman of the Board of
---------------------
Directors, if there be one, shall preside at all meetings of the Board of
Directors and shall have such other powers and duties as may from time to time
be assigned by the Board of Directors.
SECTION 5. President. The President shall have general management
---------
and supervision of the property, business and affairs of the Corporation and
over its other officers; may appoint and remove assistant officers and other
agents and employees, other than officers referred to in Section 1 of this
Article IV; and may execute and deliver in the name of the Corporation powers of
attorney, contracts, bonds and other obligations and instruments.
SECTION 6. Vice-President. A Vice-President may execute and deliver
--------------
in the name of the Corporation contracts and other obligations and instruments
pertaining to the regular course of the duties of said office, and shall have
such other authority as from time to time may be assigned by the Board of
Directors or the President.
9
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SECTION 7. Treasurer. The Treasurer shall in general have all duties
---------
incident to the position of Treasurer and such other duties as may be assigned
by the Board of Directors or the President.
SECTION 8. Secretary. The Secretary shall in general have all the
---------
duties incident to the office of Secretary and such other duties as may be
assigned by the Board of Directors or the President.
SECTION 9. Assistant Officers. Any assistant officer shall have such
------------------
powers and duties of the officer such assistant officer assists as such officer
or the Board of Directors shall from time to time prescribe.
ARTICLE V
Books and Records
-----------------
SECTION 1. Location. The books and records of the Corporation may be
--------
kept at such place or places within or outside the State of Delaware as the
Board of Directors or the respective officers in charge thereof may from time to
time determine. The record books containing the names and addresses of all
stockholders, the number and class of shares of stock held by each and the dates
when they respectively became the owners of record thereof shall be kept by the
Secretary as prescribed in the By-laws and by such officer or agent as shall be
designated by the Board of Directors.
SECTION 2. Addresses of Stockholders. Notices of meetings and all
-------------------------
other corporate notices may be delivered personally or mailed to each
stockholder at the stock holder's address as it appears on the records of the
Corporation.
ARTICLE VI
Certificates Representing Stock
-------------------------------
SECTION 1. Certificates; Signatures. The shares of the Corporation
------------------------
shall be represented by certificates, provided that the Board of Directors of
the Corporation may provide by resolution or resolutions that some or all of any
or all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares
10
<PAGE>
represented by a certificate until such certificate is surrendered to the
Corporation. Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate,
signed by or in the name of the Corporation by the Chairman or Vice-Chairman of
the Board of Directors, or the President or Vice-President, and by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, representing the number of shares registered in certificate form.
Any and all signatures on any such certificate may be facsimiles. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue. The name of the holder of record of
the shares represented thereby, with the number of such shares and the date of
issue, shall be entered on the books of the Corporation.
SECTION 2. Transfers of Stock. Upon compliance with provisions
------------------
restricting the transfer or registration of transfer of shares of stock, if any,
shares of capital stock shall be transferable on the books of the Corporation
only by the holder of record thereof in person, or by duly authorized attorney,
upon surrender and cancellation of certificates for a like number of shares,
properly endorsed, and the payment of all taxes due thereon.
SECTION 3. Fractional Shares. The Corporation may, but shall not be
-----------------
required to, issue certificates for fractions of a share where necessary to
effect authorized transactions, or the Corporation may pay in cash the fair
value of fractions of a share as of the time when those entitled to receive such
fractions are determined, or it may issue scrip in registered or bearer form
over the manual or facsimile signature of an officer of the Corporation or of
its agent, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a stockholder except as therein
provided.
The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of certificates representing shares of the Corporation.
11
<PAGE>
SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation
--------------------------------------
may issue a new certificate of stock in place of any certificate, theretofore
issued by it, alleged to have been lost, stolen or destroyed, and the Board of
Directors may require the owner of any lost, stolen or destroyed certificate, or
his legal representative, to give the Corporation a bond sufficient to indemnify
the Corporation against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
any such new certificate.
ARTICLE VII
Dividends
---------
Subject always to the provisions of law and the Certificate of
Incorporation, the Board of Directors shall have full power to determine whether
any, and, if any, what part of any, funds legally available for the payment of
dividends shall be declared as dividends and paid to stockholders; the division
of the whole or any part of such funds of the Corporation shall rest wholly
within the lawful discretion of the Board of Directors, and it shall not be
required at any time, against such discretion, to divide or pay any part of such
funds among or to the stockholders as dividends or otherwise; and before payment
of any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors from time to
time, in its absolute discretion, thinks proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the Board of Directors
shall think conducive to the interest of the Corporation, and the Board of
Directors may modify or abolish any such reserve in the manner in which it was
created.
ARTICLE VIII
Ratification
------------
Any transaction, questioned in any law suit on the ground of lack of
authority, defective or irregular execution, adverse interest of director,
officer or stockholder, non-disclosure, miscomputation, or the application of
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<PAGE>
improper principles or practices of accounting, may be ratified before or after
judgment, by the Board of Directors or by the stockholders, and if so ratified
shall have the same force and effect as if the questioned transaction had been
originally duly authorized. Such ratification shall be binding upon the
Corporation and its stockholders and shall constitute a bar to any claim or
execution of any judgment in respect of such questioned transaction.
ARTICLE IX
Indemnification of Directors and Officers
-----------------------------------------
SECTION 1. Nature of Indemnity. To the fullest extent permitted by
-------------------
applicable law, including the provisions of the General Corporation Law of the
State of Delaware:
(a) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he is or was a Director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, in each case, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding.
(b) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a Director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such actions or suit.
SECTION 2. Successful Defense. To the extent that a Director,
------------------
officer, employee or agent of the
13
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Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section l of this Article IX, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
SECTION 3. Authorization. Any indemnification under Section 1 of
-------------
this Article IX (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the Director, officer, employee or agent is proper in the
circumstances because he has satisfied the requirements of Section 1 of this
Article IX. Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of Directors who were not parties to such
action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested Directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders.
SECTION 4. Advance Payment of Expenses. Expenses (including
---------------------------
attorneys' fees) incurred by a Director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the Director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article IX.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate.
SECTION 5. Survival; Preservation of Other Rights. The foregoing
--------------------------------------
indemnification provisions shall be deemed to be a contract between the
Corporation and each Director, officer, employee and agent of the Corporation
who serves in any such capacity at any time while these provisions as well as
the relevant provisions of the Delaware General Corporation Law are in effect
and any repeal or modification thereof shall not affect any right or obligation
then existing with respect to any state of facts then or previously existing or
any action, suit, or proceeding previously or thereafter brought or threatened
based in whole or in part upon any such state of facts.
14
<PAGE>
Such a contract right may not be modified retroactively without the consent of
such Director, officer, employee or agent.
The indemnification and advancement of expenses provided by or granted
pursuant to this Article IX shall not be deemed exclusive of any other rights to
which one seeking indemnification or advancement of expenses may be entitled
under any by-law, agreement, vote of stockholders or disinterested Directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a Director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
SECTION 6. Certain Definitions. (a) For purposes of this Article
-------------------
IX, references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees, or agents, so that any person who is or was
a director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this section
with respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had continued.
(b) For purposes of this Article IX, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a Director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such Director,
officer, employee, or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
15
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manner "not opposed to the best interests of the Corporation as referred to in
this Article IX."
SECTION 7. Severability. If this Article IX or any portion hereof
------------
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each Director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article IX that shall not have been invalidated and to the
fullest extent permitted by applicable law.
ARTICLE X
Corporate Seal
--------------
The corporate seal shall have inscribed thereon the name of the
Corporation and the year of its incorporation, and shall be in such form and
contain such other words and/or figures as the Board of Directors shall
determine. The corporate seal may be used by printing, engraving, lithographing,
stamping or otherwise making, placing or affixing, or causing to be printed,
engraved, lithographed, stamped or otherwise made, placed or affixed, upon any
paper or document, by any process whatsoever, an impression, facsimile or other
reproduction of said corporate seal.
ARTICLE XI
Fiscal Year
-----------
The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
16
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ARTICLE XII
Waiver of Notice
----------------
Whenever notice is required to be given by these By-laws or by the
Certificate of Incorporation or by law, a written waiver thereof, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.
ARTICLE XIII
Bank Accounts, Drafts, Contracts, Activities, Etc.
--------------------------------------------------
SECTION 1. Bank Accounts and Drafts. In addition to such bank
------------------------
accounts as may be authorized by the Board of Directors, the primary financial
officer or any person designated by said primary financial officer, whether or
not an employee of the Corporation, may authorize such bank accounts to be
opened or maintained in the name and on behalf of the Corporation as he may deem
necessary or appropriate, payments from such bank accounts to be made upon and
according to the check of the Corporation in accordance with the written
instructions of said primary financial officer, or other person so designated by
the Treasurer.
SECTION 2. Contracts. The Board of Directors may authorize any
---------
person or persons, in the name and on behalf of the Corporation, to enter into
or execute and deliver any and all deeds, bonds, mortgages, contracts and other
obligations or instruments, and such authority may be general or confined to
specific instances.
SECTION 3. Proxies; Powers of Attorney; Other Instruments. The
----------------------------------------------
Chairman, the President or any other person designated by either of them shall
have the power and authority to execute and deliver proxies, powers of attorney
and other instruments on behalf of the Corporation in connection with the rights
and powers incident to the ownership of stock by the Corporation. The Chairman,
the President or any other person authorized by proxy or power of attorney
executed and delivered by either of them on behalf of the Corporation may attend
and vote at any meeting of stockholders of any company in which the Corporation
may hold stock, and may exercise on behalf of the Corporation any and
17
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all of the rights and powers incident to the ownership of such stock at any such
meeting, or otherwise as specified in the proxy or power of attorney so
authorizing any such person. The Board of Directors, from time to time, may
confer like powers upon any other person.
SECTION 4. Financial Reports. The Board of Directors may appoint the
-----------------
primary financial officer or other fiscal officer and/or the Secretary or any
other officer to cause to be prepared and furnished to stockholders entitled
thereto any special financial notice and/or financial statement, as the case may
be, which may be required by any provision of law.
SECTION 5. Permitted Activities. (a) The Corporation shall not be
--------------------
permitted to engage in any activities other than (i) those actions or activities
necessary or desirable to maintain its corporate existence, including the
payment of all franchise taxes, fees and expenses related thereto or to the
activities of the Corporation which are permitted hereunder, (ii) the making of
the investments specified in subsection (b) of this Section, (iii) the payments
of taxes as set forth in subsection (c) of this Section below and (iv) the
dissolution and winding-up of the Corporation.
(b) The Corporation shall not make any investments other than in (i)
cash, (ii) marketable direct obligations issued or unconditionally guaranteed by
the United States Government or issued by an agency thereof and backed by the
full faith and credit of the United States; (iii) marketable direct obligations
issued by any state of the United States of America or any political subdivision
of any such state or any public instrumentality thereof which, at the time of
acquisition, have one of the two highest ratings obtainable from either Standard
& Poor's Corporation or Moody's Investors Service, Inc. (or, if at any time
neither Standard & Poor's Corporation nor Moody's Investors Service, Inc. shall
be rating such obligations, then from such other nationally recognized rating
services) and not listed in Credit Watch published by Standard & Poor's
Corporation; (iv) commercial paper, other than commercial paper issued by the
Company or any of its affiliates, which, at the time of acquisition, have a
rating of at least A-1 or P-1 from either Standard & Poor's Corporation or
Moody's Investors Service, Inc. (or, if at any time neither Standard & Poor's
Corporation nor Moody's Investors Service, Inc. shall be rating such
obligations, then the highest rating
18
<PAGE>
from such other nationally recognized rating services); and (v) domestic and
Eurodollar certificates of deposit or time deposits or bankers' acceptances
maturing within ninety (90) days after the date of acquisition thereof issued by
any commercial bank organized under the laws of the United States of America or
any state thereof or the District of Columbia or Canada having combined capital
and surplus of not less than $250,000,000.
(c) In addition, the Corporation shall make the payment of federal,
state and local income taxes and franchise taxes (collectively, "Taxes") in
respect of the 1994 fiscal year of JPS Textile Group, Inc. ("JPS") and its
affiliates incurred in connection with the sale of the assets of JPS Auto Inc.,
the assets comprising the synthetic industrial fabric division of JPS Converter
and Industrial Corp. and JPS's interest in Cramerton Management Corp., including
payments to permit JPS to pay any such Taxes in respect of which a refund is to
be sought by JPS and payments to permit JPS to post any bond required to stay
assessment and collection of any such Taxes, whether under Section 7485 of the
Internal Revenue Code of 1986, as amended (the "Code"), or any successor
provision, or any comparable provision of state or local law or otherwise. It
shall be a condition of any such payments that, in the event of the receipt of a
refund of any such Taxes or the release of any such bond in respect of which any
such payments was made, JPS shall repay to the Corporation an amount equal to
such refund of such Taxes or the amount of such bond released, together with any
interest actually received thereon (reduced by the amount of any Taxes payable
by reason of the receipt of such interest).
(d) Upon a Final Determination (as defined below) of the liability of
JPS and its affiliates for Taxes in respect of its 1994 fiscal year, the
Corporation shall apply its assets to satisfy the Taxes (if any) which are due
and payable pursuant to such Final Determination, and thereafter the Corporation
shall liquidate and dissolve (whether by merger or otherwise) and distribute its
remaining assets (if any) to JPS. For purposes of this Section 5, "Final
Determination" shall mean the final resolution of liability for any Tax for such
taxable period, (i) by Internal Revenue Service Form 870 or 870-AD (or any
successor forms thereto), on the date of acceptance by or on behalf of the
Internal Revenue Service, or by a comparable form under the laws of other
jurisdictions; provided, however, that a Form 870 or 870-AD or comparable form
-------- -------
that reserves (whether by its
19
<PAGE>
terms or by operation of law) the right of the taxpayer to file a claim for
refund or the right of the taxing authority to assert a further deficiency, or
both, shall not constitute a Final Determination; (ii) by a decision, judgment,
decree, or other order by a court of competent jurisdiction, which has become
final and unappealable; (iii) by a closing agreement or accepted offer in
compromise under Section 7121 or 7122 of the Code or comparable agreements under
the laws of other jurisdictions; (iv) by any allowance of a refund or credit in
respect of an overpayment of Tax, but only after the expiration of all periods
during which such refund may be recovered (including by way of offset) by the
jurisdiction imposing such Tax; or (v) by any other final disposition, including
by reason of the expiration of the applicable statute of limitations.
ARTICLE XIV
Amendments
----------
The Board of Directors shall have power to adopt, amend or repeal By-
laws. By-laws adopted by the Board of Directors may be repealed or changed, and
new By-laws made, by the stockholders, and the stockholders may prescribe that
any By-law made by them shall not be altered, amended or repealed by the Board
of Directors.
20
<PAGE>
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- ----------------------------
IN RE CHAPTER 11 CASE
NO. 97 B
JPS TEXTILE GROUP, INC.,
TAX ID
DEBTOR. NO. 57-0868166
555 N. PLEASANTBURG DRIVE, SUITE 202
GREENVILLE, SC 29607
- ----------------------------
BALLOT FOR ACCEPTING OR REJECTING JOINT PLAN OF REORGANIZATION OF
JPS TEXTILE GROUP, INC. AND JPS CAPITAL CORP. UNDER CHAPTER 11 OF THE
BANKRUPTCY CODE
BALLOT FOR VOTING 10.85% NOTES
(CLASS 4: SENIOR NOTE CLAIMS)
If you are a beneficial owner of 10.85% Senior Subordinated Discount Notes due
June 1, 1999 (the "10.85% Notes") issued by JPS Textile Group, Inc. ("JPS"),
please use this Ballot to cast your vote to accept or reject the Joint Plan of
Reorganization (the "Plan") which is being proposed by JPS and its wholly-
owned subsidiary, JPS Capital Corp. The Plan is Exhibit 1 to the Disclosure
Statement, dated June 25, 1997 (the "Disclosure Statement"), which accompanies
this Ballot. The Plan can be confirmed by the Bankruptcy Court and thereby
made binding upon you if it is accepted by the holders of two-thirds in amount
and more than one-half in number of claims in each class that vote on the
Plan, and by the holders of two-thirds in amount of equity security interests
in each class that vote on the Plan, and if it otherwise satisfies the
requirements of section 1129(a) of the Bankruptcy Code. If the requisite
acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the
Plan if it finds that the Plan provides fair and equitable treatment to, and
does not discriminate unfairly against, the class or classes rejecting it, and
otherwise satisfies the requirements of section 1129(b) of the Bankruptcy
Code.
- --------------------------------------------------------------------------------
IMPORTANT
VOTING DEADLINE: 5:00 P.M. EASTERN TIME ON JULY 28, 1997.
REVIEW THE ACCOMPANYING DISCLOSURE STATEMENT FOR THE PLAN.
BALLOTS WILL NOT BE ACCEPTED BY FACSIMILE TRANSMISSION.
DO NOT RETURN ANY SECURITIES WITH THIS BALLOT. This Ballot is not a letter of
transmittal and may not be used for any purpose other than to cast votes to
accept or reject the Plan.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
HOW TO VOTE
1. COMPLETE ITEM 1 (if not already filled out by your nominee) AND ITEM 2 AND
COMPLETE ITEM 3 (if applicable).
2. REVIEW THE CERTIFICATIONS CONTAINED IN ITEM 4.
3. SIGN THE BALLOT (unless your Ballot has already been signed or
"prevalidated" by your nominee).
4. RETURN THE BALLOT IN THE PRE-ADDRESSED POSTAGE-PAID ENVELOPE (if the
enclosed envelope is addressed to your nominee, make sure your nominee
receives your Ballot in time to submit it before the voting deadline).
5. YOU WILL RECEIVE A SEPARATE BALLOT FOR EACH JPS SECURITY YOU OWN WHICH IS
ENTITLED TO BE VOTED UNDER THE PLAN.
6. YOU MUST VOTE ALL 10.85% NOTES EITHER TO ACCEPT OR TO REJECT THE PLAN AND
MAY NOT SPLIT YOUR VOTE.
7. IF YOU ALSO OWN ANY OF JPS'S 10.25% SENIOR SUBORDINATED NOTES DUE JUNE 1,
1999 (THE "10.25% NOTES"): BECAUSE THE PLAN CLASSIFIES THE 10.85% NOTES
AND THE 10.25% NOTES TOGETHER IN CLASS 4, YOU MUST VOTE ALL SUCH 10.85%
NOTES AND 10.25% NOTES EITHER TO ACCEPT OR TO REJECT THE PLAN AND MAY NOT
SPLIT YOUR VOTE.
- --------------------------------------------------------------------------------
Side 1 of 2
4B1085
<PAGE>
ITEM 1. PRINCIPAL AMOUNT OF 10.85% NOTES VOTED. The undersigned certifies that
as of June 20, 1997, the undersigned was either the beneficial owner,
or the nominee of a beneficial owner, of 10.85% Notes in the following
aggregate unpaid principal amount (insert amount in the box below). If
your 10.85% Notes are held by a nominee on your behalf and you do not
know the amount, please contact your nominee immediately.
--------------------------------
$
--------------------------------
ITEM 2. VOTE. The beneficial owner of the 10.85% Notes identified in Item 1
votes as follows (check one box only--if you do not check a box your
vote will not be counted):
[_] to ACCEPT the Plan. [_] to REJECT the Plan.
ITEM 3. IDENTIFY ALL OTHER 10.85% NOTES AND ALL 10.25% NOTES VOTED. By
returning this Ballot, the beneficial owner of the 10.85% Notes
identified in Item 1 certifies that (a) this Ballot is the only Ballot
submitted for the 10.85% Notes owned by such beneficial owner, except
for the 10.85% Notes identified in the following table, (b) all of
JPS's 10.25% Notes for which the beneficial owner has submitted
Ballots are identified in the following table, and (c) all Ballots for
10.85% Notes and 10.25% Notes submitted by the beneficial owner
indicate the same vote to accept or reject the Plan that the
beneficial owner has indicated in Item 2 of this Ballot (please use
additional sheets of paper if necessary):
<TABLE>
<CAPTION>
OTHER 10.85% ALL 10.25%
NOTES NOTES
- -------------------------------------------------------------------------------------------------------
NAME OF PRINCIPAL AMOUNT NAME OF PRINCIPAL AMOUNT
REGISTERED HOLDER OF OTHER 10.85% REGISTERED HOLDER OF 10.25% NOTES
ACCOUNT NUMBER OR NOMINEE NOTES VOTED ACCOUNT NUMBER OR NOMINEE VOTED
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ $
- -------------------------------------------------------------------------------------------------------
$ $
- -------------------------------------------------------------------------------------------------------
</TABLE>
ITEM 4. AUTHORIZATION. By returning this Ballot, the beneficial owner of the
10.85% Notes identified in Item 1 certifies that it (a) has full power
and authority to vote to accept or reject the Plan with respect to the
10.85% Notes listed in Item 1, (b) was the beneficial owner of the
10.85% Notes described in Item 1 on June 20, 1997, and (c) has
received a copy of the Disclosure Statement (including the exhibits
thereto) and understands that the solicitation of votes for the Plan
is subject to all the terms and conditions set forth in the Disclosure
Statement.
Name: _____________________________________
(Print or Type)
Social Security or Federal Tax I.D. No.: __
(Optional)
Signature: ________________________________
By: _______________________________________
(If Appropriate)
Title: ____________________________________
(If Appropriate)
Street Address: ___________________________
City, State, Zip Code: ____________________
( )
Telephone Number: _________________________
Date Completed: ___________________________
No fees, commissions, or other remuneration will be payable to any broker,
dealer, or other person for soliciting votes on the Plan. This Ballot shall
not constitute or be deemed a proof of claim or equity interest or an
assertion of a claim or equity interest.
- --------------------------------------------------------------------------------
YOUR VOTE MUST BE FORWARDED IN AMPLE TIME FOR YOUR VOTE TO BE RECEIVED BY THE
VOTING AGENT, THE ALTMAN GROUP, INC., BY 5:00 PM, EASTERN TIME, ON JULY 28,
1997, OR YOUR VOTE WILL NOT BE COUNTED.
- --------------------------------------------------------------------------------
IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING PROCEDURES, OR
IF YOU NEED A BALLOT OR ADDITIONAL COPIES OF THE DISCLOSURE STATEMENT OR OTHER
ENCLOSED MATERIALS, PLEASE CALL THE VOTING AGENT, THE ALTMAN GROUP, INC., AT
(212) 681-9600.
Side 2 of 2
4B1085
<PAGE>
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- ----------------------------
IN RE CHAPTER 11 CASE
NO. 97 B
JPS TEXTILE GROUP, INC.,
TAX ID
DEBTOR. NO. 57-0868166
555 N. PLEASANTBURG DRIVE, SUITE 202
GREENVILLE, SC 29607
- ----------------------------
BALLOT FOR ACCEPTING OR REJECTING JOINT PLAN OF REORGANIZATION OF
JPS TEXTILE GROUP, INC. AND JPS CAPITAL CORP. UNDER CHAPTER 11 OF THE
BANKRUPTCY CODE
BALLOT FOR VOTING 10.25% NOTES
(CLASS 4: SENIOR NOTE CLAIMS)
If you are a beneficial owner of 10.25% Senior Subordinated Notes due June 1,
1999 (the "10.25% Notes") issued by JPS Textile Group, Inc. ("JPS"), please
use this Ballot to cast your vote to accept or reject the Joint Plan of
Reorganization (the "Plan") which is being proposed by JPS and its wholly-
owned subsidiary, JPS Capital Corp. The Plan is Exhibit 1 to the Disclosure
Statement, dated June 25, 1997 (the "Disclosure Statement"), which accompanies
this Ballot. The Plan can be confirmed by the Bankruptcy Court and thereby
made binding upon you if it is accepted by the holders of two-thirds in amount
and more than one-half in number of claims in each class that vote on the
Plan, and by the holders of two-thirds in amount of equity security interests
in each class that vote on the Plan, and if it otherwise satisfies the
requirements of section 1129(a) of the Bankruptcy Code. If the requisite
acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the
Plan if it finds that the Plan provides fair and equitable treatment to, and
does not discriminate unfairly against, the class or classes rejecting it, and
otherwise satisfies the requirements of section 1129(b) of the Bankruptcy
Code.
- --------------------------------------------------------------------------------
IMPORTANT
VOTING DEADLINE: 5:00 P.M. EASTERN TIME ON JULY 28, 1997.
REVIEW THE ACCOMPANYING DISCLOSURE STATEMENT FOR THE PLAN.
BALLOTS WILL NOT BE ACCEPTED BY FACSIMILE TRANSMISSION.
DO NOT RETURN ANY SECURITIES WITH THIS BALLOT. This Ballot is not a letter of
transmittal and may not be used for any purpose other than to cast votes to
accept or reject the Plan.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
HOW TO VOTE
1. COMPLETE ITEM 1 (if not already filled out by your nominee) AND ITEM 2 AND
COMPLETE ITEM 3 (if applicable).
2. REVIEW THE CERTIFICATIONS CONTAINED IN ITEM 4.
3. SIGN THE BALLOT (unless your Ballot has already been signed or
"prevalidated" by your nominee).
4. RETURN THE BALLOT IN THE PRE-ADDRESSED POSTAGE-PAID ENVELOPE (if the
enclosed envelope is addressed to your nominee, make sure your nominee
receives your Ballot in time to submit it before the voting deadline).
5. YOU WILL RECEIVE A SEPARATE BALLOT FOR EACH JPS SECURITY YOU OWN WHICH IS
ENTITLED TO BE VOTED UNDER THE PLAN.
6. YOU MUST VOTE ALL 10.25% NOTES EITHER TO ACCEPT OR TO REJECT THE PLAN AND
MAY NOT SPLIT YOUR VOTE.
7. IF YOU ALSO OWN ANY OF JPS'S 10.85% SENIOR SUBORDINATED DISCOUNT NOTES DUE
JUNE 1, 1999 (THE "10.85% NOTES"): BECAUSE THE PLAN CLASSIFIES THE 10.25%
NOTES AND THE 10.85% NOTES TOGETHER IN CLASS 4, YOU MUST VOTE ALL SUCH
10.25% NOTES AND 10.85% NOTES EITHER TO ACCEPT OR TO REJECT THE PLAN AND
MAY NOT SPLIT YOUR VOTE.
- --------------------------------------------------------------------------------
Side 1 of 2
4B1025
<PAGE>
ITEM 1. PRINCIPAL AMOUNT OF 10.25% NOTES VOTED. The undersigned certifies that
as of June 20, 1997, the undersigned was either the beneficial owner,
or the nominee of a beneficial owner, of 10.25% Notes in the following
aggregate unpaid principal amount (insert amount in the box below). If
your 10.25% Notes are held by a nominee on your behalf and you do not
know the amount, please contact your nominee immediately.
--------------------------------
$
--------------------------------
ITEM 2. VOTE. The beneficial owner of the 10.25% Notes identified in Item 1
votes as follows (check one box only--if you do not check a box your
vote will not be counted):
[_] to ACCEPT the Plan. [_] to REJECT the Plan.
ITEM 3. IDENTIFY ALL OTHER 10.25% NOTES AND ALL 10.85% NOTES VOTED. By
returning this Ballot, the beneficial owner of the 10.25% Notes
identified in Item 1 certifies that (a) this Ballot is the only Ballot
submitted for the 10.25% Notes owned by such beneficial owner, except
for the 10.25% Notes identified in the following table, (b) all of
JPS's 10.85% Notes for which the beneficial owner has submitted
Ballots are identified in the following table, and (c) all Ballots for
10.25% Notes and 10.85% Notes submitted by the beneficial owner
indicate the same vote to accept or reject the Plan that the
beneficial owner has indicated in Item 2 of this Ballot (please use
additional sheets of paper if necessary):
<TABLE>
<CAPTION>
OTHER 10.25% ALL 10.85%
NOTES NOTES
- -------------------------------------------------------------------------------------------------------
NAME OF PRINCIPAL AMOUNT NAME OF PRINCIPAL AMOUNT
REGISTERED HOLDER OF OTHER 10.25% REGISTERED HOLDER OF 10.85% NOTES
ACCOUNT NUMBER OR NOMINEE NOTES VOTED ACCOUNT NUMBER OR NOMINEE VOTED
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ $
- -------------------------------------------------------------------------------------------------------
$ $
- -------------------------------------------------------------------------------------------------------
</TABLE>
ITEM 4. AUTHORIZATION. By returning this Ballot, the beneficial owner of the
10.25% Notes identified in Item 1 certifies that it (a) has full power
and authority to vote to accept or reject the Plan with respect to the
10.25% Notes listed in Item 1, (b) was the beneficial owner of the
10.25% Notes described in Item 1 on June 20, 1997, and (c) has
received a copy of the Disclosure Statement (including the exhibits
thereto) and understands that the solicitation of votes for the Plan
is subject to all the terms and conditions set forth in the Disclosure
Statement.
Name: _____________________________________
(Print or Type)
Social Security or Federal Tax I.D. No.: __
(Optional)
Signature: ________________________________
By: _______________________________________
(If Appropriate)
Title: ____________________________________
(If Appropriate)
Street Address: ___________________________
City, State, Zip Code: ____________________
Telephone Number: (____)___________________
Date Completed: ___________________________
No fees, commissions, or other remuneration will be payable to any broker,
dealer, or other person for soliciting votes on the Plan. This Ballot shall
not constitute or be deemed a proof of claim or equity interest or an
assertion of a claim or equity interest.
- --------------------------------------------------------------------------------
YOUR VOTE MUST BE FORWARDED IN AMPLE TIME FOR YOUR VOTE TO BE RECEIVED BY THE
VOTING AGENT, THE ALTMAN GROUP, INC., BY 5:00 PM, EASTERN TIME, ON JULY 28,
1997, OR YOUR VOTE WILL NOT BE COUNTED.
- --------------------------------------------------------------------------------
IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING PROCEDURES, OR
IF YOU NEED A BALLOT OR ADDITIONAL COPIES OF THE DISCLOSURE STATEMENT OR OTHER
ENCLOSED MATERIALS, PLEASE CALL THE VOTING AGENT, THE ALTMAN GROUP, INC., AT
(212) 681-9600.
Side 2 of 2
4B1025
<PAGE>
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- ----------------------------
IN RE CHAPTER 11 CASE
NO. 97 B
JPS TEXTILE GROUP, INC.,
TAX ID
DEBTOR. NO. 57-0868166
555 N. PLEASANTBURG DRIVE, SUITE 202
GREENVILLE, SC 29607
- ----------------------------
BALLOT FOR ACCEPTING OR REJECTING JOINT PLAN OF REORGANIZATION OF
JPS TEXTILE GROUP, INC. AND JPS CAPITAL CORP. UNDER CHAPTER 11 OF THE
BANKRUPTCY CODE
BALLOT FOR VOTING 7% SUBORDINATED DEBENTURES
(CLASS 5: SUBORDINATED DEBENTURE CLAIMS)
If you are a beneficial owner of 7% Subordinated Debentures due May 15, 2000
(the "7% Subordinated Debentures") issued by JPS Textile Group, Inc. ("JPS"),
please use this Ballot to cast your vote to accept or reject the Joint Plan of
Reorganization (the "Plan") which is being proposed by JPS and its wholly-
owned subsidiary, JPS Capital Corp. The Plan is Exhibit 1 to the Disclosure
Statement, dated June 25, 1997 (the "Disclosure Statement"), which accompanies
this Ballot. The Plan can be confirmed by the Bankruptcy Court and thereby
made binding upon you if it is accepted by the holders of two-thirds in amount
and more than one-half in number of claims in each class that vote on the
Plan, and by the holders of two-thirds in amount of equity security interests
in each class that vote on the Plan, and if it otherwise satisfies the
requirements of section 1129(a) of the Bankruptcy Code. If the requisite
acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the
Plan if it finds that the Plan provides fair and equitable treatment to, and
does not discriminate unfairly against, the class or classes rejecting it, and
otherwise satisfies the requirements of section 1129(b) of the Bankruptcy
Code.
- --------------------------------------------------------------------------------
IMPORTANT
VOTING DEADLINE: 5:00 P.M. EASTERN TIME ON JULY 28, 1997.
REVIEW THE ACCOMPANYING DISCLOSURE STATEMENT FOR THE PLAN.
BALLOTS WILL NOT BE ACCEPTED BY FACSIMILE TRANSMISSION.
DO NOT RETURN ANY SECURITIES WITH THIS BALLOT. This Ballot is not a letter of
transmittal and may not be used for any purpose other than to cast votes to
accept or reject the Plan.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
HOW TO VOTE
1. COMPLETE ITEM 1 (if not already filled out by your nominee) AND ITEM 2 AND
COMPLETE ITEM 3 (if applicable).
2. REVIEW THE CERTIFICATIONS CONTAINED IN ITEM 4.
3. SIGN THE BALLOT (unless your Ballot has already been signed or
"prevalidated" by your nominee).
4. RETURN THE BALLOT IN THE PRE-ADDRESSED POSTAGE-PAID ENVELOPE (if the
enclosed envelope is addressed to your nominee, make sure your nominee
receives your Ballot in time to submit it before the voting deadline).
5. YOU WILL RECEIVE A SEPARATE BALLOT FOR EACH JPS SECURITY YOU OWN WHICH IS
ENTITLED TO BE VOTED UNDER THE PLAN.
6. YOU MUST VOTE ALL 7% SUBORDINATED DEBENTURES EITHER TO ACCEPT OR TO REJECT
THE PLAN AND MAY NOT SPLIT YOUR VOTE.
- --------------------------------------------------------------------------------
Side 1 of 2
5B7
<PAGE>
ITEM 1. PRINCIPAL AMOUNT OF 7% SUBORDINATED DEBENTURES VOTED. The undersigned
certifies that as of June 20, 1997, the undersigned was either the
beneficial owner, or the nominee of a beneficial owner, of 7%
Subordinated Debentures in the following aggregate unpaid principal
amount (insert amount in the box below). If your 7% Subordinated
Debentures are held by a nominee on your behalf and you do not know
the amount, please contact your nominee immediately.
-----------------------------
$
-----------------------------
ITEM 2. VOTE. The beneficial owner of the 7% Subordinated Debentures
identified in Item 1 votes as follows (check one box only--if you do
not check a box your vote will not be counted):
[_] to ACCEPT the Plan. [_] to REJECT the Plan.
ITEM 3. IDENTIFY ALL OTHER 7% SUBORDINATED DEBENTURES VOTED. By returning this
Ballot, the beneficial owner of the 7% Subordinated Debentures
identified in Item 1 certifies that (a) this Ballot is the only Ballot
submitted for the 7% Subordinated Debentures owned by such beneficial
owner, except for the 7% Subordinated Debentures identified in the
following table, and (b) all Ballots for 7% Subordinated Debentures
submitted by the beneficial owner indicate the same vote to accept or
reject the Plan that the beneficial owner has indicated in Item 2 of
this Ballot (please use additional sheets of paper if necessary):
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
PRINCIPAL AMOUNT
NAME OF OF OTHER 7%
REGISTERED HOLDER SUBORDINATED
ACCOUNT NUMBER OR NOMINEE DEBENTURES VOTED
-------------------------------------------------------------------------------
<S> <C> <C>
$
-------------------------------------------------------------------------------
$
-------------------------------------------------------------------------------
</TABLE>
ITEM 4. AUTHORIZATION. By returning this Ballot, the beneficial owner of the
7% Subordinated Debentures identified in Item 1 certifies that it (a)
has full power and authority to vote to accept or reject the Plan with
respect to the 7% Subordinated Debentures listed in Item 1, (b) was
the beneficial owner of the 7% Subordinated Debentures described in
Item 1 on June 20, 1997, and (c) has received a copy of the Disclosure
Statement (including the exhibits thereto) and understands that the
solicitation of votes for the Plan is subject to all the terms and
conditions set forth in the Disclosure Statement.
Name: _____________________________________
(Print or Type)
Social Security or Federal Tax I.D. No.: __
(Optional)
Signature: ________________________________
By: _______________________________________
(If Appropriate)
Title: ____________________________________
(If Appropriate)
Street Address: ___________________________
City, State, Zip Code: ____________________
Telephone Number: (____)___________________
Date Completed: ___________________________
No fees, commissions, or other remuneration will be payable to any broker,
dealer, or other person for soliciting votes on the Plan. This Ballot shall
not constitute or be deemed a proof of claim or equity interest or an
assertion of a claim or equity interest.
- -------------------------------------------------------------------------------
YOUR VOTE MUST BE FORWARDED IN AMPLE TIME FOR YOUR VOTE TO BE RECEIVED BY THE
VOTING AGENT, THE ALTMAN GROUP, INC., BY 5:00 PM, EASTERN TIME, ON JULY 28,
1997, OR YOUR VOTE WILL NOT BE COUNTED.
- --------------------------------------------------------------------------------
IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING PROCEDURES, OR
IF YOU NEED A BALLOT OR ADDITIONAL COPIES OF THE DISCLOSURE STATEMENT OR OTHER
ENCLOSED MATERIALS, PLEASE CALL THE VOTING AGENT, THE ALTMAN GROUP, INC., AT
(212) 681-9600.
Side 2 of 2
5B7
<PAGE>
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- -------------------------------
IN RE CHAPTER 11 CASE
NO. 97 B
JPS TEXTILE GROUP, INC.,
TAX ID
DEBTOR. NO. 57-0868166
555 N. PLEASANTBURG DRIVE, SUITE 202
GREENVILLE, SC 29607
- -------------------------------
BALLOT FOR ACCEPTING OR REJECTING JOINT PLAN OF REORGANIZATION OF
JPS TEXTILE GROUP, INC. AND JPS CAPITAL CORP. UNDER CHAPTER 11 OF THE
BANKRUPTCY CODE
BALLOT FOR VOTING OLD SENIOR PREFERRED STOCK
(CLASS 8: SENIOR PREFERRED STOCK INTERESTS)
If you are a beneficial owner of Series A Senior Preferred Stock (the "Old
Senior Preferred Stock") issued by JPS Textile Group, Inc. ("JPS"), please use
this Ballot to cast your vote to accept or reject the Joint Plan of
Reorganization (the "Plan") which is being proposed by JPS and its wholly-
owned subsidiary, JPS Capital Corp. The Plan is Exhibit 1 to the Disclosure
Statement, dated June 25, 1997 (the "Disclosure Statement"), which accompanies
this Ballot. The Plan can be confirmed by the Bankruptcy Court and thereby
made binding upon you if it is accepted by the holders of two-thirds in amount
and more than one-half in number of claims in each class that vote on the
Plan, and by the holders of two-thirds in amount of equity security interests
in each class that vote on the Plan, and if it otherwise satisfies the
requirements of section 1129(a) of the Bankruptcy Code. If the requisite
acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the
Plan if it finds that the Plan provides fair and equitable treatment to, and
does not discriminate unfairly against, the class or classes rejecting it, and
otherwise satisfies the requirements of section 1129(b) of the Bankruptcy
Code.
- --------------------------------------------------------------------------------
IMPORTANT
VOTING DEADLINE: 5:00 P.M. EASTERN TIME ON JULY 28, 1997.
REVIEW THE ACCOMPANYING DISCLOSURE STATEMENT FOR THE PLAN.
BALLOTS WILL NOT BE ACCEPTED BY FACSIMILE TRANSMISSION.
DO NOT RETURN ANY SECURITIES WITH THIS BALLOT. This Ballot is not a letter
of transmittal and may not be used for any purpose other than to cast votes
to accept or reject the Plan.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
HOW TO VOTE
1. COMPLETE ITEM 1 (if not already filled out by your nominee) AND ITEM 2.
2. REVIEW THE CERTIFICATIONS CONTAINED IN ITEM 3.
3. SIGN THE BALLOT (unless your Ballot has already been signed or
"prevalidated" by your nominee).
4. RETURN THE BALLOT IN THE PRE-ADDRESSED POSTAGE-PAID ENVELOPE (if the
enclosed envelope is addressed to your nominee, make sure your nominee
receives your Ballot in time to submit it before the voting deadline).
5. YOU WILL RECEIVE A SEPARATE BALLOT FOR EACH JPS SECURITY YOU OWN WHICH IS
ENTITLED TO BE VOTED UNDER THE PLAN.
6. YOU MUST VOTE ALL SHARES OF OLD SENIOR PREFERRED STOCK EITHER TO ACCEPT
OR TO REJECT THE PLAN AND MAY NOT SPLIT YOUR VOTE.
- --------------------------------------------------------------------------------
Side 1 of 2
8BSP
<PAGE>
ITEM 1. NUMBER OF SHARES OF OLD SENIOR PREFERRED STOCK VOTED. The undersigned
certifies that as of June 20, 1997, the undersigned was either the
beneficial owner, or the nominee of a beneficial owner, of the
following number of shares of Old Senior Preferred Stock (insert
number in the box below). If your shares of Old Senior Preferred Stock
are held by a nominee on your behalf and you do not know the number of
shares, please contact your nominee immediately.
----------------------------------
$
----------------------------------
ITEM 2. VOTE. The beneficial owner of the number of shares of Old Senior
Preferred Stock identified in Item 1 votes as follows (check one box
only--if you do not check a box your vote will not be counted):
[_] to ACCEPT the Plan. [_] to REJECT the Plan.
ITEM 3. AUTHORIZATION. By returning this Ballot, the beneficial owner of the
shares of Old Senior Preferred Stock identified in Item 1 certifies
that it (a) has full power and authority to vote to accept or reject
the Plan with respect to the shares of Old Senior Preferred Stock
listed in Item 1, (b) was the beneficial owner of the shares of Old
Senior Preferred Stock described in Item 1 on June 20, 1997, and (c)
has received a copy of the Disclosure Statement (including the
exhibits thereto) and understands that the solicitation of votes for
the Plan is subject to all the terms and conditions set forth in the
Disclosure Statement.
Name: ______________________________________
(Print or Type)
Social Security or Federal Tax I.D. No.: ____
(Optional)
Signature: ___________________________________
By: __________________________________________
(If Appropriate)
Title: _______________________________________
(If Appropriate)
Street Address: ______________________________
City, State, Zip Code: _______________________
Telephone Number: (____)______________________
Date Completed: ______________________________
No fees, commissions, or other remuneration will be payable to any broker,
dealer, or other person for soliciting votes on the Plan. This Ballot shall
not constitute or be deemed a proof of claim or equity interest or an
assertion of a claim or equity interest.
- --------------------------------------------------------------------------------
YOUR VOTE MUST BE FORWARDED IN AMPLE TIME FOR YOUR VOTE TO BE RECEIVED BY
THE VOTING AGENT, THE ALTMAN GROUP, INC., BY 5:00 PM, EASTERN TIME, ON
JULY 28, 1997, OR YOUR VOTE WILL NOT BE COUNTED.
- --------------------------------------------------------------------------------
IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING PROCEDURES, OR
IF YOU NEED A BALLOT OR ADDITIONAL COPIES OF THE DISCLOSURE STATEMENT OR OTHER
ENCLOSED MATERIALS, PLEASE CALL THE VOTING AGENT, THE ALTMAN GROUP, INC., AT
(212) 681-9600.
Side 2 of 2
8BSP
<PAGE>
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- -------------------------------
IN RE
CHAPTER 11 CASE NO.
JPS TEXTILE GROUP, INC., 97 B
DEBTOR. TAX ID NO. 57-0868166
555 N. PLEASANTBURG DRIVE, SUITE 202
GREENVILLE, SC 29607
- -------------------------------
MASTER BALLOT FOR ACCEPTING OR REJECTING
JOINT PLAN OF REORGANIZATION OF
JPS TEXTILE GROUP, INC. AND JPS CAPITAL CORP.
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
MASTER BALLOT FOR VOTING 10.85% NOTES
(CLASS 4: SENIOR NOTE CLAIMS)
- --------------------------------------------------------------------------------
THE VOTING DEADLINE BY WHICH YOUR MASTER BALLOT MUST BE RECEIVED BY THE
VOTING AGENT IS 5:00 P.M. EASTERN TIME ON JULY 28, 1997 OR THE VOTES
REPRESENTED BY YOUR BALLOT WILL NOT BE COUNTED.
- -------------------------------------------------------------------------------
This Master Ballot is to be used by you, as a broker, bank, or other nominee
(or as their proxy holder or agent) (each of the foregoing, a "Nominee"), for
beneficial owners of 10.85% Senior Subordinated Discount Notes due June 1,
1999 (the "10.85% Notes") issued by JPS Textile Group, Inc. ("JPS"), to
transmit the votes of such holders in respect of their 10.85% Notes to accept
or reject the Joint Plan of Reorganization of JPS and JPS Capital Corp. Under
Chapter 11 of the Bankruptcy Code (the "Plan") described in, and attached as
Exhibit "1" to, the Disclosure Statement, dated June 25, 1997 (the "Disclosure
Statement") provided to you. Before you transmit such votes, please review the
Disclosure Statement carefully, including the Voting Procedures in Section
VII. THIS MASTER BALLOT RELATES ONLY TO VOTES CAST ON 10.85% NOTE BALLOTS.
BENEFICIAL OWNERS OF 10.85% NOTES WHO ALSO HOLD 10.25% SENIOR SUBORDINATED
NOTES DUE JUNE 1, 1999 (THE "10.25% NOTES") ISSUED BY JPS SHOULD RECEIVE
SEPARATE BALLOTS FOR VOTING THEIR 10.25% NOTES, AND YOU SHOULD RECEIVE A
SEPARATE MASTER BALLOT FOR TRANSMITTING THE VOTES IN RESPECT OF 10.25% NOTES.
The Plan can be confirmed by the Bankruptcy Court and thereby made binding
upon you and the beneficial owners of 10.85% Notes for whom you are the
Nominee if it is accepted by the holders of two-thirds in amount and more than
one-half in number of claims in each class that vote on the Plan, and by the
holders of two-thirds in amount of equity security interests in each class
that vote on the Plan, and if it otherwise satisfies the requirements of
section 1129(a) of the Bankruptcy Code. If the requisite acceptances are not
obtained, the Bankruptcy Court may nonetheless confirm the Plan if it finds
that the Plan provides fair and equitable treatment to, and does not
discriminate unfairly against, the class or classes rejecting it, and
otherwise satisfies the requirements of section 1129(b) of the Bankruptcy
Code.
PLEASE READ AND FOLLOW THE ATTACHED INSTRUCTIONS CAREFULLY. COMPLETE, SIGN,
AND DATE THIS MASTER BALLOT, AND RETURN IT SO THAT IT IS RECEIVED BY THE
VOTING AGENT BEFORE THE VOTING DEADLINE OF 5:00 P.M., EASTERN TIME, ON JULY
28, 1997. IF THIS MASTER BALLOT IS NOT COMPLETED, SIGNED, AND TIMELY RECEIVED,
THE VOTES TRANSMITTED BY THIS MASTER BALLOT WILL NOT BE COUNTED.
4M1085
46624E AH1
<PAGE>
ITEM 1. CERTIFICATION OF AUTHORITY TO VOTE. The undersigned certifies that as
of the June 20, 1997 record date, the undersigned (please check the
applicable box):
[_] Is a broker, bank, or other nominee for the beneficial owners of the
aggregate principal amount of 10.85% Notes listed in Item 2 below, and
is the registered holder of such securities, or
[_] Is acting under a power of attorney and/or agency (a copy of which will
be provided upon request) granted by a broker, bank, or other nominee
that is the registered holder of the aggregate principal amount of
10.85% Notes listed in Item 2 below, or
[_] Has been granted a proxy (an original of which is attached hereto) from
a broker, bank, or other nominee that is the registered holder of the
aggregate principal amount of 10.85% Notes listed in Item 2 below,
and accordingly, has full power and authority to vote to accept or reject the
Plan on behalf of the beneficial owners of the 10.85% Notes described in Item
2 below.
ITEM 2. CLASS 4 (SENIOR NOTE CLAIMS) VOTE. The undersigned transmits the
following votes of beneficial owners in respect of their 10.85%
Notes, and certifies that the following beneficial owners of 10.85%
Notes, as identified by their respective customer account numbers set
forth below, are beneficial owners of such securities as of the June
20, 1997 record date and have delivered to the undersigned, as
Nominee, Ballots casting such votes (Indicate in the appropriate
column the aggregate principal amount voted for each account, or
attach such information to this Master Ballot in the form of the
following table. Please note: Each beneficial owner must vote all
his, her, or its Class 4 claims (10.85% Notes and 10.25% Notes)
either to accept or reject the Plan, and may not split such vote.):
<TABLE>
<CAPTION>
YOUR CUSTOMER ACCOUNT
NUMBER FOR EACH PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF
BENEFICIAL OWNER OF 10.85% NOTES VOTED TO 10.85% NOTES VOTED TO
10.85% NOTES ACCEPT THE PLAN REJECT THE PLAN
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
1. $ OR $
- ---------------------------------------------------------------------------
2. $ OR $
- ---------------------------------------------------------------------------
3. $ OR $
- ---------------------------------------------------------------------------
4. $ OR $
- ---------------------------------------------------------------------------
5. $ OR $
- ---------------------------------------------------------------------------
6. $ OR $
- ---------------------------------------------------------------------------
7. $ OR $
- ---------------------------------------------------------------------------
8. $ OR $
- ---------------------------------------------------------------------------
9. $ OR $
- ---------------------------------------------------------------------------
10. $ OR $
- ---------------------------------------------------------------------------
TOTALS: $ $
- ---------------------------------------------------------------------------
</TABLE>
2
4M1085
46624E AH1
<PAGE>
ITEM 3. CERTIFICATION AS TO TRANSCRIPTION OF INFORMATION FROM ITEM 3 AS TO
OTHER 10.85% NOTES AND ALL 10.25% NOTES VOTED BY BENEFICIAL
OWNERS. The undersigned certifies that the undersigned has transcribed
in the following table the information, if any, provided by beneficial
owners in Item 3 of the 10.85% Note Ballots, identifying (a) any other
10.85% Notes for which such beneficial owners have submitted other
Ballots, and (b) all 10.25% Notes for which such beneficial owners
have submitted Ballots:
<TABLE>
<CAPTION>
10.85% NOTES 10.25% NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
NAME OF PRINCIPAL NAME OF PRINCIPAL
YOUR CUSTOMER REGISTERED AMOUNT OF OTHER REGISTERED AMOUNT OF
ACCOUNT NUMBER HOLDER OR 10.85% NOTES ACCOUNT HOLDER OR 10.25% NOTES
FOR EACH ACCOUNT NUMBER NOMINEE VOTED NUMBER NOMINEE VOTED
BENEFICIAL OWNER
WHO COMPLETED (TRANSCRIBE FROM (TRANSCRIBE FROM (TRANSCRIBE FROM (TRANSCRIBE FROM (TRANSCRIBE FROM (TRANSCRIBE FROM
ITEM 3 OF THE ITEM 3 OF 10.85% ITEM 3 OF 10.85% ITEM 3 OF 10.85% ITEM 3 OF 10.85% ITEM 3 OF 10.85% ITEM 3 OF 10.85%
10.85% NOTE NOTE BALLOT) NOTE BALLOT) NOTE BALLOT) NOTE BALLOT) NOTE BALLOT) NOTE BALLOT)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
2. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
3. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
4. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
5. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
6. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
7. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
8. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
9. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
10. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
3
4M1085
46624E AH1
<PAGE>
ITEM 4. CERTIFICATION. By signing this Master Ballot, the undersigned
certifies that each beneficial owner of 10.85% Notes listed in Item 2,
above, has been provided with a copy of the Disclosure Statement,
including the exhibits thereto, and acknowledges that the solicitation
of votes is subject to all the terms and conditions set forth in the
Disclosure Statement.
Name of Broker, Bank, or Other Nominee:
______________________________________________________
(Print or Type)
Name of Proxy Holder or Agent for Broker, Bank, or
Other Nominee (if applicable):
______________________________________________________
(Print or Type)
Social Security or Federal Tax I.D. No.: _____________
(If Applicable)
Signature: ___________________________________________
By: __________________________________________________
(If Appropriate)
Title: _______________________________________________
(If Appropriate)
Street Address: ______________________________________
City, State, Zip Code: _______________________________
Telephone Number:( )_________________________________
Date Completed: ______________________________________
- ------------------------------------------------------------------------------
THIS MASTER BALLOT MUST BE RECEIVED BY THE VOTING AGENT, THE ALTMAN GROUP,
INC., BEFORE 5:00 P.M., EASTERN TIME, ON JULY 28, 1997, OR THE VOTES
TRANSMITTED HEREBY WILL NOT BE COUNTED.
PLEASE NOTE: THE VOTING AGENT WILL NOT ACCEPT BALLOTS OR MASTER BALLOTS BY
FACSIMILE TRANSMISSION.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
IF YOU HAVE ANY QUESTIONS REGARDING THIS MASTER BALLOT OR THE VOTING
PROCEDURES, OR IF YOU NEED ADDITIONAL COPIES OF THE MASTER BALLOT, BALLOTS,
DISCLOSURE STATEMENT, OR OTHER RELATED MATERIALS, PLEASE CALL THE VOTING
AGENT, THE ALTMAN GROUP, INC., AT (212) 681-9600.
- ------------------------------------------------------------------------------
4
4M1085
46624E AH1
<PAGE>
INSTRUCTIONS FOR COMPLETING THE MASTER BALLOT
VOTING DEADLINE/VOTING AGENT:
The Voting Deadline is 5:00 p.m., Eastern Time, on July 28, 1997, unless
extended by JPS. To have the vote of your customers count, you must complete,
sign, and return this Master Ballot so that it is received by the Voting
Agent: The Altman Group, Inc., 60 East 42nd Street, Suite 1241, New York, NY
10165 ((212) 681-9600), before the Voting Deadline.
HOW TO VOTE:
IF YOU ARE BOTH THE REGISTERED OWNER AND BENEFICIAL OWNER OF ANY PRINCIPAL
AMOUNT OF 10.85% NOTES AND YOU WISH TO VOTE SUCH 10.85% NOTES: You may
complete, execute, and return to the Voting Agent either a 10.85% Note Ballot
or a 10.85% Note Master Ballot.
IF YOU ARE TRANSMITTING THE VOTES OF ANY BENEFICIAL OWNERS OF 10.85% NOTES
OTHER THAN YOURSELF, YOU MAY EITHER:
1. Complete and execute the 10.85% Note Ballot (other than Items 2 and 3)
and deliver to the beneficial owner such "prevalidated" 10.85% Note
Ballot, along with the Disclosure Statement and other materials
requested to be forwarded. The beneficial owner should complete Items 2
and 3 of that Ballot and return the completed Ballot to the Voting Agent
so as to be received before the Voting Deadline;
OR
2. For any 10.85% Note Ballots you do not "prevalidate":
Deliver the 10.85% Note Ballot to the beneficial owner, along with the
Disclosure Statement and other materials requested to be forwarded, and
take the necessary actions to enable such beneficial owner to (i)
complete and execute such Ballot voting to accept or reject the Plan,
and (ii) return the complete, executed Ballot to you in sufficient time
to enable you to complete the Master Ballot and deliver it to the
Voting Agent before the Voting Deadline; and
With respect to all 10.85% Note Ballots returned to you, you must
properly complete the Master Ballot, as follows:
a. Check the appropriate box in Item 1 on the Master Ballot;
b. Indicate the votes to accept or reject the Plan in Item 2 of this
Master Ballot, as transmitted to you by the beneficial owners of
10.85% Notes. To identify such beneficial owners without disclosing
their names, please use the customer account number assigned by you
to each such beneficial owner, or if no such customer account number
exists, please assign a number to each account (making sure to
retain a separate list of each beneficial owner and the assigned
number). IMPORTANT: BENEFICIAL OWNERS MAY NOT SPLIT THEIR VOTES.
EACH BENEFICIAL OWNER MUST VOTE ALL HIS, HER, OR ITS 10.85% NOTES
AND 10.25% NOTES EITHER TO ACCEPT OR REJECT THE PLAN. IF ANY
BENEFICIAL OWNER HAS ATTEMPTED TO SPLIT SUCH VOTE, PLEASE CONTACT
THE VOTING AGENT IMMEDIATELY. Any Ballot or Master Ballot which is
validly executed but which does not indicate acceptance or rejection
of the Plan by the indicated beneficial owner will not be counted as
to such beneficial owner;
c. Please note that Item 3 of this Master Ballot requests that you
transcribe the information provided by each beneficial owner from
Item 3 of each completed 10.85% Note Ballot relating to other 10.85%
Notes voted and to all 10.25% Notes voted;
d. Review the certification in Item 4 of the Master Ballot;
e. Sign and date the Master Ballot, and provide the remaining
information requested;
5
4M1085
46624E AH1
<PAGE>
f. If additional space is required to respond to any item on the Master
Ballot, please use additional sheets of paper clearly marked to
indicate the applicable Item of the Master Ballot to which you are
responding;
g. Contact the Voting Agent to arrange for delivery of the completed
Master Ballot to its offices; and
h. Deliver the completed, executed Master Ballot so as to be received
by the Voting Agent before the Voting Deadline. For each completed,
executed 10.85% Note Ballot returned to you by a beneficial owner,
either forward such Ballot (along with your Master Ballot) to the
Voting Agent or retain such 10.85% Note Ballot in your files for one
year from the Voting Deadline.
PLEASE NOTE:
THIS MASTER BALLOT IS NOT A LETTER OF TRANSMITTAL AND MAY NOT BE USED FOR
ANY PURPOSE OTHER THAN TO CAST VOTES TO ACCEPT OR REJECT THE PLAN. Holders
should not surrender, at this time, certificates representing their
securities. Neither JPS nor the Voting Agent will accept delivery of any such
certificates surrendered together with this Master Ballot. Surrender of
securities for exchange may only be made by you, and will only be accepted
pursuant to a letter of transmittal which will be furnished to you by JPS
following confirmation of the Plan by the United States Bankruptcy Court.
No Ballot or Master Ballot shall constitute or be deemed a proof of claim or
equity interest or an assertion of a claim or equity interest.
No fees or commissions or other remuneration will be payable to any broker,
dealer, or other person for soliciting votes on the Plan. We will, however,
upon request, reimburse you for customary mailing and handling expenses
incurred by you in forwarding the Ballots and other enclosed materials to the
beneficial owners of 10.85% Notes held by you as a nominee or in a fiduciary
capacity. We will also pay all transfer taxes, if any, applicable to the
transfer and exchange of your securities pursuant to and following
confirmation of the Plan.
- -------------------------------------------------------------------------------
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF JPS OR THE VOTING AGENT, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY
OF THEM WITH RESPECT TO THE PLAN, EXCEPT FOR THE STATEMENTS CONTAINED IN THE
ENCLOSED DOCUMENTS.
- -------------------------------------------------------------------------------
6
4M1085
46624E AH1
<PAGE>
- --------------------------------------------------------------------------------
IF YOU HAVE ANY QUESTIONS REGARDING THIS MASTER BALLOT OR THE VOTING
PROCEDURES, OR IF YOU NEED ADDITIONAL COPIES OF THE MASTER BALLOT, BALLOTS,
DISCLOSURE STATEMENT, OR OTHER RELATED MATERIALS, PLEASE CALL THE VOTING
AGENT, THE ALTMAN GROUP, INC., AT (212) 681-9600.
- --------------------------------------------------------------------------------
4M1085
46624E AH1
<PAGE>
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- -------------------------------
IN RE
CHAPTER 11 CASE
JPS TEXTILE GROUP, INC., NO. 97 B
DEBTOR. TAX ID NO. 57-0868166
555 N. PLEASANTBURG DRIVE, SUITE 202
GREENVILLE, SC 29607
- -------------------------------
MASTER BALLOT FOR ACCEPTING OR REJECTING
JOINT PLAN OF REORGANIZATION OF
JPS TEXTILE GROUP, INC. AND JPS CAPITAL CORP.
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
MASTER BALLOT FOR VOTING 10.25% NOTES
(CLASS 4: SENIOR NOTE CLAIMS)
- --------------------------------------------------------------------------------
THE VOTING DEADLINE BY WHICH YOUR MASTER BALLOT MUST BE RECEIVED BY THE
VOTING AGENT IS 5:00 P.M. EASTERN TIME ON JULY 28, 1997 OR THE VOTES
REPRESENTED BY YOUR BALLOT WILL NOT BE COUNTED.
- --------------------------------------------------------------------------------
This Master Ballot is to be used by you, as a broker, bank, or other nominee
(or as their proxy holder or agent) (each of the foregoing, a "Nominee"), for
beneficial owners of 10.25% Senior Subordinated Notes due June 1, 1999 (the
"10.25% Notes") issued by JPS Textile Group, Inc. ("JPS"), to transmit the
votes of such holders in respect of their 10.25% Notes to accept or reject the
Joint Plan of Reorganization of JPS and JPS Capital Corp. Under Chapter 11 of
the Bankruptcy Code (the "Plan") described in, and attached as Exhibit "1" to,
the Disclosure Statement, dated June 25, 1997 (the "Disclosure Statement")
provided to you. Before you transmit such votes, please review the Disclosure
Statement carefully, including the Voting Procedures in Section VII. THIS
MASTER BALLOT RELATES ONLY TO VOTES CAST ON 10.25% NOTE BALLOTS. BENEFICIAL
OWNERS OF 10.25% NOTES WHO ALSO HOLD 10.85% SENIOR SUBORDINATED DISCOUNT NOTES
DUE JUNE 1, 1999 (THE "10.85% NOTES") ISSUED BY JPS SHOULD RECEIVE SEPARATE
BALLOTS FOR VOTING THEIR 10.85% NOTES, AND YOU SHOULD RECEIVE A SEPARATE
MASTER BALLOT FOR TRANSMITTING THE VOTES IN RESPECT OF 10.85% NOTES.
The Plan can be confirmed by the Bankruptcy Court and thereby made binding
upon you and the beneficial owners of 10.25% Notes for whom you are the
Nominee if it is accepted by the holders of two-thirds in amount and more than
one-half in number of claims in each class that vote on the Plan, and by the
holders of two-thirds in amount of equity security interests in each class
that vote on the Plan, and if it otherwise satisfies the requirements of
section 1129(a) of the Bankruptcy Code. If the requisite acceptances are not
obtained, the Bankruptcy Court may nonetheless confirm the Plan if it finds
that the Plan provides fair and equitable treatment to, and does not
discriminate unfairly against, the class or classes rejecting it, and
otherwise satisfies the requirements of section 1129(b) of the Bankruptcy
Code.
PLEASE READ AND FOLLOW THE ATTACHED INSTRUCTIONS CAREFULLY. COMPLETE, SIGN,
AND DATE THIS MASTER BALLOT, AND RETURN IT SO THAT IT IS RECEIVED BY THE
VOTING AGENT BEFORE THE VOTING DEADLINE OF 5:00 P.M., EASTERN TIME, ON JULY
28, 1997. IF THIS MASTER BALLOT IS NOT COMPLETED, SIGNED, AND TIMELY RECEIVED,
THE VOTES TRANSMITTED BY THIS MASTER BALLOT WILL NOT BE COUNTED.
4M1025
46624E AG3
<PAGE>
ITEM 1. CERTIFICATION OF AUTHORITY TO VOTE. The undersigned certifies that as of
the June 20, 1997 record date, the undersigned (please check the
applicable box):
[_] Is a broker, bank, or other nominee for the beneficial owners of the
aggregate principal amount of 10.25% Notes listed in Item 2 below, and
is the registered holder of such securities, or
[_] Is acting under a power of attorney and/or agency (a copy of which will
be provided upon request) granted by a broker, bank, or other nominee
that is the registered holder of the aggregate principal amount of
10.25% Notes listed in Item 2 below, or
[_] Has been granted a proxy (an original of which is attached hereto) from
a broker, bank, or other nominee that is the registered holder of the
aggregate principal amount of 10.25% Notes listed in Item 2 below,
and accordingly, has full power and authority to vote to accept or reject the
Plan on behalf of the beneficial owners of the 10.25% Notes described in Item
2 below.
ITEM 2. CLASS 4 (SENIOR NOTE CLAIMS) VOTE. The undersigned transmits the
following votes of beneficial owners in respect of their 10.25% Notes,
and certifies that the following beneficial owners of 10.25% Notes, as
identified by their respective customer account numbers set forth below,
are beneficial owners of such securities as of the June 20, 1997 record
date and have delivered to the undersigned, as Nominee, Ballots casting
such votes (Indicate in the appropriate column the aggregate principal
amount voted for each account, or attach such information to this Master
Ballot in the form of the following table. Please note: Each beneficial
owner must vote all his, her, or its Class 4 claims (10.25% Notes and
10.85% Notes) either to accept or reject the Plan, and may not split
such vote.):
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
YOUR CUSTOMER ACCOUNT
NUMBER FOR EACH PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF
BENEFICIAL OWNER OF 10.25% NOTES VOTED TO 10.25% NOTES VOTED TO
10.25% NOTES ACCEPT THE PLAN REJECT THE PLAN
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
1. $ OR $
- --------------------------------------------------------------------------------
2. $ OR $
- --------------------------------------------------------------------------------
3. $ OR $
- --------------------------------------------------------------------------------
4. $ OR $
- --------------------------------------------------------------------------------
5. $ OR $
- --------------------------------------------------------------------------------
6. $ OR $
- --------------------------------------------------------------------------------
7. $ OR $
- --------------------------------------------------------------------------------
8. $ OR $
- --------------------------------------------------------------------------------
9. $ OR $
- --------------------------------------------------------------------------------
10. $ OR $
- --------------------------------------------------------------------------------
TOTALS: $ $
- --------------------------------------------------------------------------------
</TABLE>
2
4M1025
46624E AG3
<PAGE>
ITEM 3. CERTIFICATION AS TO TRANSCRIPTION OF INFORMATION FROM ITEM 3 AS TO
OTHER 10.25% NOTES AND ALL 10.85% NOTES VOTED BY BENEFICIAL
OWNERS. The undersigned certifies that the undersigned has transcribed
in the following table the information, if any, provided by beneficial
owners in Item 3 of the 10.25% Note Ballots, identifying (a) any other
10.25% Notes for which such beneficial owners have submitted other
Ballots, and (b) all 10.85% Notes for which such beneficial owners
have submitted Ballots:
<TABLE>
<CAPTION>
10.25% NOTES
- ----------------------------------------------------------------------------------------------------------------------------------
NAME OF PRINCIPAL NAME OF PRINCIPAL
YOUR CUSTOMER REGISTERED AMOUNT OF OTHER REGISTERED AMOUNT OF
ACCOUNT NUMBER HOLDER OR 10.25% NOTES ACCOUNT HOLDER OR 10.85% NOTES
FOR EACH ACCOUNT NUMBER NOMINEE VOTED NUMBER NOMINEE VOTED
BENEFICIAL OWNER
WHO COMPLETED (TRANSCRIBE FROM (TRANSCRIBE FROM (TRANSCRIBE FROM (TRANSCRIBE FROM (TRANSCRIBE FROM (TRANSCRIBE FROM
ITEM 3 OF THE ITEM 3 OF 10.25% ITEM 3 OF 10.25% ITEM 3 OF 10.25% ITEM 3 OF 10.25% ITEM 3 OF 10.25% ITEM 3 OF 10.25%
10.25% NOTE NOTE BALLOT) NOTE BALLOT) NOTE BALLOT) NOTE BALLOT) NOTE BALLOT) NOTE BALLOT)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
2. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
3. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
4. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
5. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
6. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
7. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
8. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
9. $ $
- -----------------------------------------------------------------------------------------------------------------------------------
10. $ $
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
3
4M1025
46624E AG3
<PAGE>
ITEM 4. CERTIFICATION. By signing this Master Ballot, the undersigned
certifies that each beneficial owner of 10.25% Notes listed in Item 2,
above, has been provided with a copy of the Disclosure Statement,
including the exhibits thereto, and acknowledges that the solicitation
of votes is subject to all the terms and conditions set forth in the
Disclosure Statement.
Name of Broker, Bank, or Other Nominee:
______________________________________________________
(Print or Type)
Name of Proxy Holder or Agent for Broker,
Bank, or Other Nominee (if applicable):
______________________________________________________
(Print or Type)
Social Security or Federal Tax I.D. No.: _____________
(If Appropriate)
Signature: ___________________________________________
By: __________________________________________________
(If Appropriate)
Title: _______________________________________________
(If Appropriate)
Street Address: ______________________________________
City, State, Zip Code: _______________________________
Telephone Number:( )_________________________________
Date Completed: ______________________________________
- --------------------------------------------------------------------------------
THIS MASTER BALLOT MUST BE RECEIVED BY THE VOTING AGENT, THE ALTMAN GROUP,
INC., BEFORE 5:00 P.M., EASTERN TIME, ON JULY 28, 1997, OR THE VOTES
TRANSMITTED HEREBY WILL NOT BE COUNTED.
PLEASE NOTE: THE VOTING AGENT WILL NOT ACCEPT BALLOTS OR MASTER BALLOTS BY
FACSIMILE TRANSMISSION.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
IF YOU HAVE ANY QUESTIONS REGARDING THIS MASTER BALLOT OR THE VOTING
PROCEDURES, OR IF YOU NEED ADDITIONAL COPIES OF THE MASTER BALLOT, BALLOTS,
DISCLOSURE STATEMENT, OR OTHER RELATED MATERIALS, PLEASE CALL THE VOTING
AGENT, THE ALTMAN GROUP, INC., AT (212) 681-9600.
- --------------------------------------------------------------------------------
4
4M1025
46624E AG3
<PAGE>
INSTRUCTIONS FOR COMPLETING THE MASTER BALLOT
VOTING DEADLINE/VOTING AGENT:
The Voting Deadline is 5:00 p.m., Eastern Time, on July 28, 1997, unless
extended by JPS. To have the vote of your customers count, you must complete,
sign, and return this Master Ballot so that it is received by the Voting
Agent: The Altman Group, Inc., 60 East 42nd Street, Suite 1241, New York, NY
10165 ((212) 681-9600), before the Voting Deadline.
HOW TO VOTE:
IF YOU ARE BOTH THE REGISTERED OWNER AND BENEFICIAL OWNER OF ANY PRINCIPAL
AMOUNT OF 10.25% NOTES AND YOU WISH TO VOTE SUCH 10.25% NOTES: You may
complete, execute, and return to the Voting Agent either a 10.25% Note Ballot
or a 10.25% Note Master Ballot.
IF YOU ARE TRANSMITTING THE VOTES OF ANY BENEFICIAL OWNERS OF 10.25% NOTES
OTHER THAN YOURSELF, YOU MAY EITHER:
1. Complete and execute the 10.25% Note Ballot (other than Items 2 and 3)
and deliver to the beneficial owner such "prevalidated" 10.25% Note
Ballot, along with the Disclosure Statement and other materials
requested to be forwarded. The beneficial owner should complete Items 2
and 3 of that Ballot and return the completed Ballot to the Voting
Agent so as to be received before the Voting Deadline;
OR
2. For any 10.25% Note Ballots you do not "prevalidate":
Deliver the 10.25% Note Ballot to the beneficial owner, along with the
Disclosure Statement and other materials requested to be forwarded, and
take the necessary actions to enable such beneficial owner to (i)
complete and execute such Ballot voting to accept or reject the Plan,
and (ii) return the complete, executed Ballot to you in sufficient time
to enable you to complete the Master Ballot and deliver it to the
Voting Agent before the Voting Deadline; and
With respect to all 10.25% Note Ballots returned to you, you must
properly complete the Master Ballot, as follows:
a. Check the appropriate box in Item 1 on the Master Ballot;
b. Indicate the votes to accept or reject the Plan in Item 2 of this
Master Ballot, as transmitted to you by the beneficial owners of
10.25% Notes. To identify such beneficial owners without disclosing
their names, please use the customer account number assigned by you
to each such beneficial owner, or if no such customer account number
exists, please assign a number to each account (making sure to
retain a separate list of each beneficial owner and the assigned
number). IMPORTANT: BENEFICIAL OWNERS MAY NOT SPLIT THEIR VOTES.
EACH BENEFICIAL OWNER MUST VOTE ALL HIS, HER, OR ITS 10.25% NOTES
AND 10.85% NOTES EITHER TO ACCEPT OR REJECT THE PLAN. IF ANY
BENEFICIAL OWNER HAS ATTEMPTED TO SPLIT SUCH VOTE, PLEASE CONTACT
THE VOTING AGENT IMMEDIATELY. Any Ballot or Master Ballot which is
validly executed but which does not indicate acceptance or rejection
of the Plan by the indicated beneficial owner will not be counted as
to such beneficial owner;
c. Please note that Item 3 of this Master Ballot requests that you
transcribe the information provided by each beneficial owner from
Item 3 of each completed 10.25% Note Ballot relating to other 10.25%
Notes voted and to all 10.85% Notes voted;
d. Review the certification in Item 4 of the Master Ballot;
e. Sign and date the Master Ballot, and provide the remaining
information requested;
5
4M1025
46624E AG3
<PAGE>
f. If additional space is required to respond to any item on the Master
Ballot, please use additional sheets of paper clearly marked to
indicate the applicable Item of the Master Ballot to which you are
responding;
g. Contact the Voting Agent to arrange for delivery of the completed
Master Ballot to its offices; and
h. Deliver the completed, executed Master Ballot so as to be received
by the Voting Agent before the Voting Deadline. For each completed,
executed 10.25% Note Ballot returned to you by a beneficial owner,
either forward such Ballot (along with your Master Ballot) to the
Voting Agent or retain such 10.25% Note Ballot in your files for one
year from the Voting Deadline.
PLEASE NOTE:
THIS MASTER BALLOT IS NOT A LETTER OF TRANSMITTAL AND MAY NOT BE USED FOR
ANY PURPOSE OTHER THAN TO CAST VOTES TO ACCEPT OR REJECT THE PLAN. Holders
should not surrender, at this time, certificates representing their
securities. Neither JPS nor the Voting Agent will accept delivery of any such
certificates surrendered together with this Master Ballot. Surrender of
securities for exchange may only be made by you, and will only be accepted
pursuant to a letter of transmittal which will be furnished to you by JPS
following confirmation of the Plan by the United States Bankruptcy Court.
No Ballot or Master Ballot shall constitute or be deemed a proof of claim or
equity interest or an assertion of a claim or equity interest.
No fees or commissions or other remuneration will be payable to any broker,
dealer, or other person for soliciting votes on the Plan. We will, however,
upon request, reimburse you for customary mailing and handling expenses
incurred by you in forwarding the Ballots and other enclosed materials to the
beneficial owners of 10.25% Notes held by you as a nominee or in a fiduciary
capacity. We will also pay all transfer taxes, if any, applicable to the
transfer and exchange of your securities pursuant to and following
confirmation of the Plan.
- -------------------------------------------------------------------------------
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF JPS OR THE VOTING AGENT, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY
OF THEM WITH RESPECT TO THE PLAN, EXCEPT FOR THE STATEMENTS CONTAINED IN THE
ENCLOSED DOCUMENTS.
- --------------------------------------------------------------------------------
6
4M1025
46624E AG3
<PAGE>
- -------------------------------------------------------------------------------
IF YOU HAVE ANY QUESTIONS REGARDING THIS MASTER BALLOT OR THE VOTING
PROCEDURES, OR IF YOU NEED ADDITIONAL COPIES OF THE MASTER BALLOT, BALLOTS,
DISCLOSURE STATEMENT, OR OTHER RELATED MATERIALS, PLEASE CALL THE VOTING
AGENT, THE ALTMAN GROUP, INC., AT (212) 681-9600.
- -------------------------------------------------------------------------------
4M1025
46624E AG3
<PAGE>
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- -------------------------------
IN RE
JPS TEXTILE GROUP, INC., CHAPTER 11 CASE NO.
97 B
DEBTOR.
TAX ID NO. 57-0868166
555 N. PLEASANTBURG DRIVE, SUITE 202
GREENVILLE, SC 29607
- -------------------------------
MASTER BALLOT FOR ACCEPTING OR REJECTING
JOINT PLAN OF REORGANIZATION OF
JPS TEXTILE GROUP, INC. AND JPS CAPITAL CORP.
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
MASTER BALLOT FOR VOTING 7% SUBORDINATED DEBENTURES
(CLASS 5: SUBORDINATED DEBENTURE CLAIMS)
- -------------------------------------------------------------------------------
THE VOTING DEADLINE BY WHICH YOUR MASTER BALLOT MUST BE RECEIVED BY THE
VOTING AGENT IS 5:00 P.M. EASTERN TIME ON JULY 28, 1997 OR THE VOTES
REPRESENTED BY YOUR BALLOT WILL NOT BE COUNTED.
- -------------------------------------------------------------------------------
This Master Ballot is to be used by you, as a broker, bank, or other nominee
(or as their proxy holder or agent) (each of the foregoing, a "Nominee"), for
beneficial owners of 7% Subordinated Debentures due May 15, 2000 (the "7%
Subordinated Debentures") issued by JPS Textile Group, Inc. ("JPS"), to
transmit the votes of such holders in respect of their 7% Subordinated
Debentures to accept or reject the Joint Plan of Reorganization of JPS and JPS
Capital Corp. Under Chapter 11 of the Bankruptcy Code (the "Plan") described
in, and attached as Exhibit "1" to, the Disclosure Statement, dated June 25,
1997 (the "Disclosure Statement") provided to you. Before you transmit such
votes, please review the Disclosure Statement carefully, including the Voting
Procedures in Section VII.
The Plan can be confirmed by the Bankruptcy Court and thereby made binding
upon you and the beneficial owners of 7% Subordinated Debentures for whom you
are the Nominee if it is accepted by the holders of two-thirds in amount and
more than one-half in number of claims in each class that vote on the Plan,
and by the holders of two-thirds in amount of equity security interests in
each class that vote on the Plan, and if it otherwise satisfies the
requirements of section 1129(a) of the Bankruptcy Code. If the requisite
acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the
Plan if it finds that the Plan provides fair and equitable treatment to, and
does not discriminate unfairly against, the class or classes rejecting it, and
otherwise satisfies the requirements of section 1129(b) of the Bankruptcy
Code.
PLEASE READ AND FOLLOW THE ATTACHED INSTRUCTIONS CAREFULLY. COMPLETE, SIGN,
AND DATE THIS MASTER BALLOT, AND RETURN IT SO THAT IT IS RECEIVED BY THE
VOTING AGENT BEFORE THE VOTING DEADLINE OF 5:00 P.M., EASTERN TIME, ON JULY
28, 1997. IF THIS MASTER BALLOT IS NOT COMPLETED, SIGNED, AND TIMELY RECEIVED,
THE VOTES TRANSMITTED BY THIS MASTER BALLOT WILL NOT BE COUNTED.
5M7
46624E AJ7
<PAGE>
ITEM 1. CERTIFICATION OF AUTHORITY TO VOTE. The undersigned certifies that as
of the June 20, 1997 record date, the undersigned (please check the
applicable box):
[_] Is a broker, bank, or other nominee for the beneficial owners of the
aggregate principal amount of 7% Subordinated Debentures listed in Item
2 below, and is the registered holder of such securities, or
[_] Is acting under a power of attorney and/or agency (a copy of which will
be provided upon request) granted by a broker, bank, or other nominee
that is the registered holder of the aggregate principal amount of 7%
Subordinated Debentures listed in Item 2 below, or
[_] Has been granted a proxy (an original of which is attached hereto) from
a broker, bank, or other nominee that is the registered holder of the
aggregate principal amount of 7% Subordinated Debentures listed in Item
2 below,
and accordingly, has full power and authority to vote to accept or reject the
Plan on behalf of the beneficial owners of the 7% Subordinated Debentures
described in Item 2 below.
ITEM 2. CLASS 5 (SUBORDINATED DEBENTURE CLAIMS) VOTE. The undersigned
transmits the following votes of beneficial owners in respect of their
7% Subordinated Debentures, and certifies that the following
beneficial owners of 7% Subordinated Debentures, as identified by
their respective customer account numbers set forth below, are
beneficial owners of such securities as of the June 20, 1997 record
date and have delivered to the undersigned, as Nominee, Ballots
casting such votes (Indicate in the appropriate column the aggregate
principal amount voted for each account, or attach such information to
this Master Ballot in the form of the following table. Please note:
Each beneficial owner must vote all his, her, or its Class 5 claims
(7% Subordinated Debentures) either to accept or reject the Plan, and
may not split such vote.):
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
YOUR CUSTOMER ACCOUNT PRINCIPAL AMOUNT OF 7% PRINCIPAL AMOUNT OF 7%
NUMBER FOR EACH SUBORDINATED DEBENTURES SUBORDINATED DEBENTURES
BENEFICIAL OWNER OF 7% VOTED TO ACCEPT THE VOTED TO REJECT THE
SUBORDINATED DEBENTURES PLAN PLAN
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
1. $ OR $
- ---------------------------------------------------------------------------------
2. $ OR $
- ---------------------------------------------------------------------------------
3. $ OR $
- ---------------------------------------------------------------------------------
4. $ OR $
- ---------------------------------------------------------------------------------
5. $ OR $
- ---------------------------------------------------------------------------------
6. $ OR $
- ---------------------------------------------------------------------------------
7. $ OR $
- ---------------------------------------------------------------------------------
8. $ OR $
- ---------------------------------------------------------------------------------
9. $ OR $
- ---------------------------------------------------------------------------------
10. $ OR $
- ---------------------------------------------------------------------------------
TOTALS: $ $
- -------------------------------------------------------------------------------------
</TABLE>
2
5M7
46624E AJ7
<PAGE>
ITEM 3. CERTIFICATION AS TO TRANSCRIPTION OF INFORMATION FROM ITEM 3 AS TO
OTHER 7% SUBORDINATED DEBENTURES VOTED BY BENEFICIAL OWNERS. The
undersigned certifies that the undersigned has transcribed in the
following table the information, if any, provided by beneficial owners
in Item 3 of the 7% Subordinated Debenture Ballots, identifying any
other 7% Subordinated Debentures for which such beneficial owners have
submitted other Ballots:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT OF
NAME OF REGISTERED OTHER 7% SUBORDINATED
YOUR CUSTOMER ACCOUNT NUMBER HOLDER OR NOMINEE DEBENTURES VOTED
ACCOUNT NUMBER
FOR EACH BENEFICIAL OWNER (TRANSCRIBE FROM ITEM 3 OF (TRANSCRIBE FROM ITEM 3 OF (TRANSCRIBE FROM ITEM 3 OF
WHO COMPLETED ITEM 3 7% SUBORDINATED DEBENTURE 7% SUBORDINATED DEBENTURE 7% SUBORDINATED DEBENTURE
OF THE 7% SUBORDINATED BALLOT) BALLOT) BALLOT)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. $
- -----------------------------------------------------------------------------------------------------------------------------------
2. $
- -----------------------------------------------------------------------------------------------------------------------------------
3. $
- -----------------------------------------------------------------------------------------------------------------------------------
4. $
- -----------------------------------------------------------------------------------------------------------------------------------
5. $
- -----------------------------------------------------------------------------------------------------------------------------------
6. $
- -----------------------------------------------------------------------------------------------------------------------------------
7. $
- -----------------------------------------------------------------------------------------------------------------------------------
8. $
- -----------------------------------------------------------------------------------------------------------------------------------
9. $
- -----------------------------------------------------------------------------------------------------------------------------------
10. $
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
3
5M7
46624E AJ7
<PAGE>
ITEM 4. CERTIFICATION. By signing this Master Ballot, the undersigned
certifies that each beneficial owner of 7% Subordinated Debentures
listed in Item 2, above, has been provided with a copy of the
Disclosure Statement, including the exhibits thereto, and acknowledges
that the solicitation of votes is subject to all the terms and
conditions set forth in the Disclosure Statement.
Name of Broker, Bank, or Other Nominee:
______________________________________________________
(Print or Type)
Name of Proxy Holder or Agent for Broker, Bank, or
Other Nominee (if applicable):
______________________________________________________
(Print or Type)
Social Security or Federal Tax I.D. No.: _____________
(If Applicable)
Signature: ___________________________________________
By: __________________________________________________
(If Appropriate)
Title: _______________________________________________
(If Appropriate)
Street Address: ______________________________________
City, State, Zip Code: _______________________________
Telephone Number: ( )________________________________
Date Completed: ______________________________________
- ------------------------------------------------------------------------------
THIS MASTER BALLOT MUST BE RECEIVED BY THE VOTING AGENT, THE ALTMAN GROUP,
INC., BEFORE 5:00 P.M., EASTERN TIME, ON JULY 28, 1997, OR THE VOTES
TRANSMITTED HEREBY WILL NOT BE COUNTED.
PLEASE NOTE: THE VOTING AGENT WILL NOT ACCEPT BALLOTS OR MASTER BALLOTS BY
FACSIMILE TRANSMISSION.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IF YOU HAVE ANY QUESTIONS REGARDING THIS MASTER BALLOT OR THE VOTING
PROCEDURES, OR IF YOU NEED ADDITIONAL COPIES OF THE MASTER BALLOT, BALLOTS,
DISCLOSURE STATEMENT, OR OTHER RELATED MATERIALS, PLEASE CALL THE VOTING
AGENT, THE ALTMAN GROUP, INC., AT (212) 681-9600.
- -------------------------------------------------------------------------------
4
5M7
46624E AJ7
<PAGE>
INSTRUCTIONS FOR COMPLETING THE MASTER BALLOT
VOTING DEADLINE/VOTING AGENT:
The Voting Deadline is 5:00 p.m., Eastern Time, on July 28, 1997, unless
extended by JPS. To have the vote of your customers count, you must complete,
sign, and return this Master Ballot so that it is received by the Voting
Agent: The Altman Group, Inc., 60 East 42nd Street, Suite 1241, New York, NY
10165 ((212) 681-9600), before the Voting Deadline.
HOW TO VOTE:
IF YOU ARE BOTH THE REGISTERED OWNER AND BENEFICIAL OWNER OF ANY PRINCIPAL
AMOUNT OF 7% SUBORDINATED DEBENTURES AND YOU WISH TO VOTE SUCH 7% SUBORDINATED
DEBENTURES: You may complete, execute, and return to the Voting Agent either a
7% Subordinated Debenture Ballot or a 7% Subordinated Debenture Master Ballot.
IF YOU ARE TRANSMITTING THE VOTES OF ANY BENEFICIAL OWNERS OF 7%
SUBORDINATED DEBENTURES OTHER THAN YOURSELF, YOU MAY EITHER:
1. Complete and execute the 7% Subordinated Debenture Ballot (other than
Items 2 and 3) and deliver to the beneficial owner such "prevalidated"
7% Subordinated Debenture Ballot, along with the Disclosure Statement
and other materials requested to be forwarded. The beneficial owner
should complete Items 2 and 3 of that Ballot and return the completed
Ballot to the Voting Agent so as to be received before the Voting
Deadline;
OR
2. For any 7% Subordinated Debenture Ballots you do not "prevalidate":
Deliver the 7% Subordinated Debenture Ballot to the beneficial owner,
along with the Disclosure Statement and other materials requested to be
forwarded, and take the necessary actions to enable such beneficial
owner to (i) complete and execute such Ballot voting to accept or
reject the Plan, and (ii) return the complete, executed Ballot to you
in sufficient time to enable you to complete the Master Ballot and
deliver it to the Voting Agent before the Voting Deadline; and
With respect to all 7% Subordinated Debenture Ballots returned to you,
you must properly complete the Master Ballot, as follows:
a. Check the appropriate box in Item 1 on the Master Ballot;
b. Indicate the votes to accept or reject the Plan in Item 2 of this
Master Ballot, as transmitted to you by the beneficial owners of 7%
Subordinated Debentures. To identify such beneficial owners without
disclosing their names, please use the customer account number
assigned by you to each such beneficial owner, or if no such
customer account number exists, please assign a number to each
account (making sure to retain a separate list of each beneficial
owner and the assigned number). IMPORTANT: BENEFICIAL OWNERS MAY NOT
SPLIT THEIR VOTES. EACH BENEFICIAL OWNER MUST VOTE ALL HIS, HER, OR
ITS 7% SUBORDINATED DEBENTURES EITHER TO ACCEPT OR REJECT THE PLAN.
IF ANY BENEFICIAL OWNER HAS ATTEMPTED TO SPLIT SUCH VOTE, PLEASE
CONTACT THE VOTING AGENT IMMEDIATELY. Any Ballot or Master Ballot
which is validly executed but which does not indicate acceptance or
rejection of the Plan by the indicated beneficial owner will not be
counted as to such beneficial owner;
c. Please note that Item 3 of this Master Ballot requests that you
transcribe the information provided by each beneficial owner from
Item 3 of each completed 7% Subordinated Debenture Ballot relating
to other 7% Subordinated Debentures voted;
d. Review the certification in Item 4 of the Master Ballot;
e. Sign and date the Master Ballot, and provide the remaining
information requested;
5
5M7
46624E AJ7
<PAGE>
f. If additional space is required to respond to any item on the Master
Ballot, please use additional sheets of paper clearly marked to
indicate the applicable Item of the Master Ballot to which you are
responding;
g. Contact the Voting Agent to arrange for delivery of the completed
Master Ballot to its offices; and
h. Deliver the completed, executed Master Ballot so as to be received
by the Voting Agent before the Voting Deadline. For each completed,
executed 7% Subordinated Debenture Ballot returned to you by a
beneficial owner, either forward such Ballot (along with your Master
Ballot) to the Voting Agent or retain such 7% Subordinated Debenture
Ballot in your files for one year from the Voting Deadline.
PLEASE NOTE:
THIS MASTER BALLOT IS NOT A LETTER OF TRANSMITTAL AND MAY NOT BE USED FOR
ANY PURPOSE OTHER THAN TO CAST VOTES TO ACCEPT OR REJECT THE PLAN. Holders
should not surrender, at this time, certificates representing their
securities. Neither JPS nor the Voting Agent will accept delivery of any such
certificates surrendered together with this Master Ballot. Surrender of
securities for exchange may only be made by you and will only be accepted
pursuant to a letter of transmittal which will be furnished to you by JPS
following confirmation of the Plan by the United States Bankruptcy Court.
No Ballot or Master Ballot shall constitute or be deemed a proof of claim or
equity interest or an assertion of a claim or equity interest.
No fees or commissions or other remuneration will be payable to any broker,
dealer, or other person for soliciting votes on the Plan. We will, however,
upon request, reimburse you for customary mailing and handling expenses
incurred by you in forwarding the Ballots and other enclosed materials to the
beneficial owners of 7% Subordinated Debentures held by you as a nominee or in
a fiduciary capacity. We will also pay all transfer taxes, if any, applicable
to the transfer and exchange of your securities pursuant to and following
confirmation of the Plan.
- -------------------------------------------------------------------------------
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF JPS OR THE VOTING AGENT, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY
OF THEM WITH RESPECT TO THE PLAN, EXCEPT FOR THE STATEMENTS CONTAINED IN THE
ENCLOSED DOCUMENTS.
- -------------------------------------------------------------------------------
6
5M7
46624E AJ7
<PAGE>
- ------------------------------------------------------------------------------
IF YOU HAVE ANY QUESTIONS REGARDING THIS MASTER BALLOT OR THE VOTING
PROCEDURES, OR IF YOU NEED ADDITIONAL COPIES OF THE MASTER BALLOT, BALLOTS,
DISCLOSURE STATEMENT, OR OTHER RELATED MATERIALS, PLEASE CALL THE VOTING
AGENT, THE ALTMAN GROUP, INC., AT (212) 681-9600.
- ------------------------------------------------------------------------------
5M7
46624E AJ7
<PAGE>
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- -------------------------------
IN RE
JPS TEXTILE GROUP, INC., CHAPTER 11 CASE NO.
97 B
DEBTOR.
TAX ID NO. 57-0868166
555 N. PLEASANTBURG DRIVE, SUITE 202
GREENVILLE, SC 29607
- -------------------------------
MASTER BALLOT FOR ACCEPTING OR REJECTING
JOINT PLAN OF REORGANIZATION OF
JPS TEXTILE GROUP, INC. AND JPS CAPITAL CORP.
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
MASTER BALLOT FOR VOTING OLD SENIOR PREFERRED STOCK
(CLASS 8: SENIOR PREFERRED STOCK INTERESTS)
- -----------------------------------------------------------------------------
THE VOTING DEADLINE BY WHICH YOUR MASTER BALLOT MUST BE RECEIVED BY THE
VOTING AGENT IS 5:00 P.M. EASTERN TIME ON JULY 28, 1997 OR THE VOTES
REPRESENTED BY YOUR BALLOT WILL NOT BE COUNTED.
- -----------------------------------------------------------------------------
This Master Ballot is to be used by you, as a broker, bank, or other nominee
(or as their proxy holder or agent) (each of the foregoing, a "Nominee"), for
beneficial owners of Series A Senior Preferred Stock (the "Old Senior
Preferred Stock") issued by JPS Textile Group, Inc. ("JPS"), to transmit the
votes of such holders in respect of their shares of Old Senior Preferred Stock
to accept or reject the Joint Plan of Reorganization of JPS and JPS Capital
Corp. Under Chapter 11 of the Bankruptcy Code (the "Plan") described in, and
attached as Exhibit "1" to, the Disclosure Statement, dated June 25, 1997 (the
"Disclosure Statement") provided to you. Before you transmit such votes,
please review the Disclosure Statement carefully, including the Voting
Procedures in Section VII.
The Plan can be confirmed by the Bankruptcy Court and thereby made binding
upon you and the beneficial owners of Old Senior Preferred Stock for whom you
are the Nominee if it is accepted by the holders of two-thirds in amount and
more than one-half in number of claims in each class that vote on the Plan,
and by the holders of two-thirds in amount of equity security interests in
each class that vote on the Plan, and if it otherwise satisfies the
requirements of section 1129(a) of the Bankruptcy Code. If the requisite
acceptances are not obtained, the Bankruptcy Court may nonetheless confirm the
Plan if it finds that the Plan provides fair and equitable treatment to, and
does not discriminate unfairly against, the class or classes rejecting it, and
otherwise satisfies the requirements of section 1129(b) of the Bankruptcy
Code.
PLEASE READ AND FOLLOW THE ATTACHED INSTRUCTIONS CAREFULLY. COMPLETE, SIGN,
AND DATE THIS MASTER BALLOT, AND RETURN IT SO THAT IT IS RECEIVED BY THE
VOTING AGENT BEFORE THE VOTING DEADLINE OF 5:00 P.M., EASTERN TIME, ON JULY
28, 1997. IF THIS MASTER BALLOT IS NOT COMPLETED, SIGNED, AND TIMELY RECEIVED,
THE VOTES TRANSMITTED BY THIS MASTER BALLOT WILL NOT BE COUNTED.
8MSP
46624E 306
<PAGE>
ITEM 1. CERTIFICATION OF AUTHORITY TO VOTE. The undersigned certifies that as
of the June 20, 1997 record date, the undersigned (please check the
applicable box):
[_] Is a broker, bank, or other nominee for the beneficial owners of the
aggregate number of shares of Old Senior Preferred Stock listed in Item
2 below, and is the registered holder of such securities, or
[_] Is acting under a power of attorney and/or agency (a copy of which will
be provided upon request) granted by a broker, bank, or other nominee
that is the registered holder of the aggregate number of shares of Old
Senior Preferred Stock listed in Item 2 below, or
[_] Has been granted a proxy (an original of which is attached hereto) from
a broker, bank, or other nominee that is the registered holder of the
aggregate number of shares of Old Senior Preferred Stock listed in Item
2 below,
and accordingly, has full power and authority to vote to accept or reject the
Plan on behalf of the beneficial owners of the shares of Old Senior Preferred
Stock described in Item 2 below.
ITEM 2. CLASS 8 (SENIOR PREFERRED STOCK INTERESTS) VOTE. The undersigned
transmits the following votes of beneficial owners in respect of their
shares of Old Senior Preferred Stock, and certifies that the following
beneficial owners of Old Senior Preferred Stock, as identified by
their respective customer account numbers set forth below, are
beneficial owners of such securities as of the June 20, 1997 record
date and have delivered to the undersigned, as Nominee, Ballots
casting such votes (Indicate in the appropriate column the aggregate
principal amount voted for each account, or attach such information to
this Master Ballot in the form of the following table. Please note:
Each beneficial owner must vote all his, her, or its Class 8 interests
(Old Senior Preferred Stock) either to accept or reject the Plan, and
may not split such vote.):
<TABLE>
<CAPTION>
YOUR CUSTOMER ACCOUNT NUMBER OF SHARES OF OLD NUMBER OF SHARES OF OLD
NUMBER FOR EACH SENIOR PREFERRED STOCK SENIOR PREFERRED STOCK
BENEFICIAL OWNER OF OLD VOTED TO ACCEPT THE VOTED TO REJECT THE
SENIOR PREFERRED STOCK PLAN PLAN
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. OR
- -----------------------------------------------------------------------------------
2. OR
- -----------------------------------------------------------------------------------
3. OR
- -----------------------------------------------------------------------------------
4. OR
- -----------------------------------------------------------------------------------
5. OR
- -----------------------------------------------------------------------------------
6. OR
- -----------------------------------------------------------------------------------
7. OR
- -----------------------------------------------------------------------------------
8. OR
- -----------------------------------------------------------------------------------
9. OR
- -----------------------------------------------------------------------------------
10. OR
- -----------------------------------------------------------------------------------
TOTALS:
- -----------------------------------------------------------------------------------
</TABLE>
2
8MSP
46624E 306
<PAGE>
ITEM 3. CERTIFICATION. By signing this Master Ballot, the undersigned
certifies that each beneficial owner of Old Senior Preferred Stock
listed in Item 2, above, has been provided with a copy of the
Disclosure Statement, including the exhibits thereto, and acknowledges
that the solicitation of votes is subject to all the terms and
conditions set forth in the Disclosure Statement.
Name of Broker, Bank, or Other Nominee:
______________________________________________________
(Print or Type)
Name of Proxy Holder or Agent for Broker, Bank, or
Other Nominee (if applicable):
______________________________________________________
(Print or Type)
Social Security or Federal Tax I.D. No.: _____________
(If Applicable)
Signature: ___________________________________________
By: __________________________________________________
(If Appropriate)
Title: _______________________________________________
(If Appropriate)
Street Address: ______________________________________
City, State, Zip Code: _______________________________
Telephone Number:( ) ________________________________
Date Completed: ______________________________________
3
8MSP
46624E 306
<PAGE>
- -----------------------------------------------------------------------------
THIS MASTER BALLOT MUST BE RECEIVED BY THE VOTING AGENT, THE ALTMAN GROUP,
INC., BEFORE 5:00 P.M., EASTERN TIME, ON JULY 28, 1997, OR THE VOTES
TRANSMITTED HEREBY WILL NOT BE COUNTED.
PLEASE NOTE: THE VOTING AGENT WILL NOT ACCEPT BALLOTS OR MASTER BALLOTS BY
FACSIMILE TRANSMISSION.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
IF YOU HAVE ANY QUESTIONS REGARDING THIS MASTER BALLOT OR THE VOTING
PROCEDURES, OR IF YOU NEED ADDITIONAL COPIES OF THE MASTER BALLOT, BALLOTS,
DISCLOSURE STATEMENT, OR OTHER RELATED MATERIALS, PLEASE CALL THE VOTING
AGENT, THE ALTMAN GROUP, INC., AT (212) 681-9600.
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INSTRUCTIONS FOR COMPLETING THE MASTER BALLOT
VOTING DEADLINE/VOTING AGENT:
The Voting Deadline is 5:00 p.m., Eastern Time, on July 28, 1997, unless
extended by JPS. To have the vote of your customers count, you must complete,
sign, and return this Master Ballot so that it is received by the Voting
Agent: The Altman Group, Inc., 60 East 42nd Street, Suite 1241, New York, NY
10165 ((212) 681-9600), before the Voting Deadline.
HOW TO VOTE:
IF YOU ARE BOTH THE REGISTERED OWNER AND BENEFICIAL OWNER OF ANY SHARES OF
OLD SENIOR PREFERRED STOCK AND YOU WISH TO VOTE SUCH SHARES OF OLD SENIOR
PREFERRED STOCK: You may complete, execute, and return to the Voting Agent
either an Old Senior Preferred Stock Ballot or an Old Senior Preferred Stock
Master Ballot.
IF YOU ARE TRANSMITTING THE VOTES OF ANY BENEFICIAL OWNERS OF OLD SENIOR
PREFERRED STOCK OTHER THAN YOURSELF, YOU MAY EITHER:
1. Complete and execute the Old Senior Preferred Stock Ballot (other than
Item 2) and deliver to the beneficial owner such "prevalidated" Old
Senior Preferred Stock Ballot, along with the Disclosure Statement and
other materials requested to be forwarded. The beneficial owner should
complete Item 2 of that Ballot and return the completed Ballot to the
Voting Agent so as to be received before the Voting Deadline;
OR
2. For any Old Senior Preferred Stock Ballots you do not "prevalidate":
Deliver the Old Senior Preferred Stock Ballot to the beneficial owner,
along with the Disclosure Statement and other materials requested to be
forwarded, and take the necessary actions to enable such beneficial
owner to (i) complete and execute such Ballot voting to accept or
reject the Plan, and (ii) return the complete, executed Ballot to you
in sufficient time to enable you to complete the Master Ballot and
deliver it to the Voting Agent before the Voting Deadline; and
With respect to all Old Senior Preferred Stock Ballots returned to you,
you must properly complete the Master Ballot, as follows:
a. Check the appropriate box in Item 1 on the Master Ballot;
b. Indicate the votes to accept or reject the Plan in Item 2 of this
Master Ballot, as transmitted to you by the beneficial owners of Old
Senior Preferred Stock. To identify such beneficial owners without
disclosing their names, please use the customer account number
assigned by you to each such beneficial owner, or if no such
customer account number exists, please assign a number to each
account (making sure to retain a separate list of each beneficial
owner and the assigned number). IMPORTANT: BENEFICIAL OWNERS MAY NOT
SPLIT THEIR VOTES. EACH BENEFICIAL OWNER MUST VOTE ALL HIS, HER, OR
ITS SHARES OF OLD SENIOR PREFERRED STOCK EITHER TO ACCEPT OR REJECT
THE PLAN. IF ANY BENEFICIAL OWNER HAS ATTEMPTED TO SPLIT SUCH VOTE,
PLEASE CONTACT THE VOTING AGENT IMMEDIATELY. Any Ballot or Master
Ballot which is validly executed but which does not indicate
acceptance or rejection of the Plan by the indicated beneficial
owner will not be counted as to such beneficial owner;
c. Review the certification in Item 3 of the Master Ballot;
d. Sign and date the Master Ballot, and provide the remaining
information requested;
e. If additional space is required to respond to any item on the Master
Ballot, please use additional sheets of paper clearly marked to
indicate the applicable Item of the Master Ballot to which you are
responding;
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f. Contact the Voting Agent to arrange for delivery of the completed
Master Ballot to its offices; and
g. Deliver the completed, executed Master Ballot so as to be received
by the Voting Agent before the Voting Deadline. For each completed,
executed Old Senior Preferred Stock Ballot returned to you by a
beneficial owner, either forward such Ballot (along with your Master
Ballot) to the Voting Agent or retain such Old Senior Preferred
Stock Ballot in your files for one year from the Voting Deadline.
PLEASE NOTE:
THIS MASTER BALLOT IS NOT A LETTER OF TRANSMITTAL AND MAY NOT BE USED FOR
ANY PURPOSE OTHER THAN TO CAST VOTES TO ACCEPT OR REJECT THE PLAN. Holders
should not surrender, at this time, certificates representing their
securities. Neither JPS nor the Voting Agent will accept delivery of any such
certificates surrendered together with this Master Ballot. Surrender of
securities for exchange may only be made by you, and will only be accepted
pursuant to a letter of transmittal which will be furnished to you by JPS
following confirmation of the Plan by the United States Bankruptcy Court.
No Ballot or Master Ballot shall constitute or be deemed a proof of claim or
equity interest or an assertion of a claim or equity interest.
No fees or commissions or other remuneration will be payable to any broker,
dealer, or other person for soliciting votes on the Plan. We will, however,
upon request, reimburse you for customary mailing and handling expenses
incurred by you in forwarding the Ballots and other enclosed materials to the
beneficial owners of Old Senior Preferred Stock held by you as a nominee or in
a fiduciary capacity. We will also pay all transfer taxes, if any, applicable
to the transfer and exchange of your securities pursuant to and following
confirmation of the Plan.
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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR
ANY OTHER PERSON THE AGENT OF JPS OR THE VOTING AGENT, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY
OF THEM WITH RESPECT TO THE PLAN, EXCEPT FOR THE STATEMENTS CONTAINED IN THE
ENCLOSED DOCUMENTS.
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IF YOU HAVE ANY QUESTIONS REGARDING THIS MASTER BALLOT OR THE VOTING
PROCEDURES, OR IF YOU NEED ADDITIONAL COPIES OF THE MASTER BALLOT, BALLOTS,
DISCLOSURE STATEMENT, OR OTHER RELATED MATERIALS, PLEASE CALL THE VOTING
AGENT, THE ALTMAN GROUP, INC., AT (212) 681-9600.
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM T-1
Statement of Eligibility Under the
Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee
FIRST TRUST NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
United States 41-0257700
(State of Incorporation) (I.R.S. Employer
Identification No.)
First Trust Center
180 East Fifth Street
St. Paul, Minnesota 55101
(Address of Principal Executive Offices) (Zip Code)
JPS CAPITAL CORP.
(Exact name of Registrant as specified in its charter)
Delaware 57-1002441
(State of Incorporation) (I.R.S. Employer
Identification No.)
300 Delaware Avenue - Suite 1704
Wilmington, Delaware 19801
(Address of Principal Executive Offices) (Zip Code)
CONTINGENT PAYMENT NOTES
(Title of the Indenture Securities)
<PAGE>
GENERAL
-------
1. General Information Furnish the following information as to the Trustee.
-------------------
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes
2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS If the obligor or any underwriter
------------------------------------------
for the obligor is an affiliate of the Trustee, describe each such
affiliation.
None
See Note following Item 16.
Items 3-15 are not applicable because to the best of the Trustee's
knowledge the obligor is not in default under any Indenture for which the
Trustee acts as Trustee.
16. LIST OF EXHIBITS List below all exhibits filed as a part of this statement
----------------
of eligibility and qualification.
1. Copy of Articles of Association.*
2. Copy of Certificate of Authority to Commence Business.*
3. Authorization of the Trustee to exercise corporate trust powers
(included in Exhibits 1 and 2; no separate instrument).*
4. Copy of existing By-Laws.*
5. Copy of each Indenture referred to in Item 4. N/A.
6. The consents of the Trustee required by Section 321(b) of the act.
7. Copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority is incorporated by reference to Registration
Number 333-24029.
* Incorporated by reference to Registration Number 22-27000.
<PAGE>
NOTE
The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee
has no reason to doubt the accuracy of any such information, it cannot accept
any responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, First Trust National Association, an Association organized and existing
under the laws of the United States, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Saint Paul and State of Minnesota on the 19th day of August,
1997.
FIRST TRUST NATIONAL ASSOCIATION
/s/ Richard H. Prokosch
________________________________
Richard H. Prokosch
Trust Officer
/s/ Kathe M. Barrett
________________________________
Kathe M. Barrett
Assistant Secretary
<PAGE>
EXHIBIT 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, FIRST TRUST NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Dated: August 19, 1997
FIRST TRUST NATIONAL ASSOCIATION
/s/ Richard H. Prokosch
________________________________
Richard H. Prokosch
Trust Officer
