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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)/1/
Polymer Group, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
731745 10 5
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(CUSIP Number)
Page 1 of 6 Pages
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/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 731745 10 5 13G PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
1
Jerry Zucker
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: [ ]
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
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SOLE VOTING POWER
5
NUMBER OF 1,505,829 (See Item 4)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
3,861,208 (See Item 4)
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 1,505,829 (See Item 4)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
3,861,208 (See Item 4)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
5,367,037 (See Item 4)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
16.8%
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TYPE OF REPORTING PERSON*
12
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1(a) Name of Issuer:
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Polymer Group, Inc. (the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices:
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4838 Jenkins Avenue
North Charleston, SC 29405
Item 2(a) Names of Persons Filing:
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Jerry Zucker
The shares of common stock covered by this statement include
1,505,829 shares held by Mr. Zucker, 3,599,557 shares held by The
InterTech Group, Inc. ("InterTech"), and 261,651 shares held by FTG
("FTG"). On February 14, 1997, Mr. Zucker filed a joint Schedule
13G (the "Original Schedule 13G") with InterTech and James G. Boyd.
This Amendment No. 1 is filed to reflect the correct number of
shares of Common Stock owned by Mr. Zucker, which was inadvertently
misstated as 1,430,329 in the Original Schedule 13G. Mr. Zucker's
holdings were accurately disclosed in both the Company's Proxy
Statement and Section 16 filings.
Item 2(b) Address of Principal Business Office or, if none, Residence:
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(no changes)
Item 2(c) Citizenship:
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(no changes)
Item 2(d) Title of Class of Securities:
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Common Stock, par value $.01 per share.
Item 2(e) CUSIP No.:
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731745 10 5
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
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check whether the person filing is a:
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This statement is filed pursuant to Rule 13d-1(c). As such, the
listed alternatives are not applicable.
Item 4 Ownership:
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(a) Amount Beneficially Owned:
The shares of Common Stock of the Company covered by this Amendment
No. 1 include 1,505,829 shares held by Mr. Zucker, 3,599,557 shares
held by InterTech, and 261,651 shares held by FTG. Mr. Zucker is
Chairman, Chief Executive Officer, a Director and the controlling
stockholder of both InterTech and FTG, and as a result shares
voting and
Page 3 of 6
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dispositive power over the shares held by InterTech and FTG. Mr.
Zucker expressly disclaims beneficial ownership of the shares held
by each of InterTech and FTG.
Mr. Zucker and certain other shareholders of the Company are
parties to a voting agreement, dated as of May 15, 1996 (the
"Voting Agreement"), as described in the Original Schedule 13G.
After considering the number of shares directly beneficially owned
by Mr. Zucker, as revised herein, the parties to the Voting
Agreement own approximately 46.5% of the outstanding Common Stock
of the Company. As previously disclosed in the Original Schedule
13G, each of the Reporting Persons disclaims beneficial ownership
of shares of Common Stock owned by the other parties to the Voting
Agreement.
(b) Percent of Class: (Based on 32,000,000 shares outstanding as of
March 28, 1997)
Mr. Zucker 16.8%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
1,505,829
(ii) Shared power to vote or to direct the vote:
3,861,208
(iii) Sole power to dispose or to direct the disposition of:
1,505,829
(iv) Shared power to dispose or to direct the disposition of:
3,861,208
Item 5 Ownership of Five Percent or Less of a Class:
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If this statement is filed to report the fact that as of the date
hereof, the Reporting Persons have ceased to be the beneficially
owners of more than five percent of the class of securities, check
the following [ ].
Item 6 Ownership of More Than Five Percent on Behalf of Another Person:
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Not applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
Not applicable
Page 4 of 6
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Item 8 Identification and Classification of Members of the Group:
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Not applicable
Item 9 Notice of Dissolution of Group:
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Not applicable
Item 10 Certification:
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Not applicable
Page 5 of 6
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: May 21, 1997
/s/ Jerry Zucker
___________________________________
Print Name: Jerry Zucker
Page 6 of 6
