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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 4, 1997
POLYMER GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-14330 57-1003983
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
4838 Jenkins Avenue, North Charleston, SC 29405
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (803) 566-7293
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On June 4, 1997, the Company issued a press release announcing its
intent to commence a tender offer and consent solicitation relating to
its 12 1/4% Senior Notes due 2002 on June 5, 1997. The June 4, 1997
press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
On June 18, 1997, the Company issued a press release announcing the
expiration of the consent solicitation that commenced on June 5, 1997.
The June 18, 1997 press release is attached hereto as Exhibit 99.2 and
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Press Release dated June 4, 1997, issued by Polymer Group,
Inc.
99.2 Press Release dated June 18, 1997, issued by Polymer
Group, Inc.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
POLYMER GROUP, INC.
Dated: June 19, 1997 By: /s/ JAMES G. BOYD
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James G. Boyd
Executive Vice President and Chief
Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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99.1 Press Release dated June 4, 1997, issued by Polymer Group, Inc.
99.2 Press Release dated June 18, 1997, issued by Polymer Group, Inc.
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Exhibit 99.1
POLYMER GROUP, INC. ANNOUNCES TENDER OFFER
AND CONSENT SOLICITATION
NORTH CHARLESTON, SOUTH CAROLINA -- June 4, 1997. Polymer Group, Inc. ("Polymer
Group," NYSE "PGH") today announced that it intends to commence a cash tender
offer and consent solicitation relating to all of its outstanding 12 1/4% Senior
Notes due 2002 (the "Notes") on June 5, 1997.
The total consideration to be paid for each validly tendered Note and
properly delivered consent will be based upon a fixed spread of 75 basis points
over the yield to maturity on the 8 1/4% U.S. Treasury Note due July 15, 1998,
which includes a consent payment of $10.00 per $1,000 principal amount of the
Notes. Using the fixed spread formula, the purchase price for the Notes will be
set at 2:00 p.m., New York City time, on Wednesday, June 18, 1997, unless the
offer is extended.
In conjunction with the tender offer, the Company will be soliciting
consents to certain proposed amendments to the Indenture governing the Notes,
which amendments would, among other things, eliminate substantially all of the
covenants contained in such Indenture. Holders who tender their Notes will be
required to consent to the proposed amendments.
The tender offer will expire at 12:00 midnight, New York City time, on
Wednesday, July 2, 1997, unless extended. The expiration date for the consent
solicitation will be 5:00 p.m., New York City time, on Wednesday, June 18, 1997,
if on such date Polymer Group has received duly executed consents from holders
representing a majority in principal amount of the Notes or the first date
thereafter that it receives such consents. Holders who tender their Notes after
the consent expiration date will not be entitled to receive the consent payment.
Polymer Group currently intends to finance the purchase of the Notes
through the consummation of a private placement and resale pursuant to Rule 144A
promulgated under the Securities Act of 1933 of up to $350 million principal
amount of a new issue of senior subordinated notes. The balance of the proceeds
will be used to repay amounts currently outstanding on Polymer Group's credit
agreement.
Chase Securities Inc. will be acting as the exclusive Dealer Manager for
the tender offer and the consent solicitation. The tender offer and consent
solicitation will be made pursuant to an Offer to Purchase and Consent
Solicitation Statement and related Consent and Letter of Transmittal, which more
fully set forth the terms of the tender offer and consent solicitation.
Additional information concerning the terms of the tender offer and consent
solicitation, tendering Notes and the delivery of consents and conditions to the
tender offer and consent solicitation, may be directed to Robert Berk at Chase
Securities Inc. at (212) 270-1100 (collect). Copies of the Offer to Purchase and
Consent Solicitation Statement and related documents may be obtained from
MacKenzie Partners, Inc., the Information Agent, at (800) 322-2885 or (212) 929-
5500 on or after June 5, 1997.
Polymer Group, Inc. is a leading worldwide manufacturer and marketer of a
broad range of nonwoven and woven polyolefin products. Its principal products
include medical, wiping, hygiene and industrial and specialty products.
For additional information, contact James Bryant, Director of Investor
Relations, at (803) 566-7293.
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Exhibit 99.2
POLYMER GROUP, INC. ANNOUNCES EXPIRATION
OF CONSENT SOLICITATION
NORTH CHARLESTON, SOUTH CAROLINA -- June 18, 1997. Polymer Group, Inc.
(NYSE "PGH") today announced that, as of 5:00 p.m. New York City time on June
18, 1997, the consent solicitation relating to its 12 1/4% Senior Notes due 2002
had expired. As of such time, Polymer Group had received tenders of Notes and
related consents from holders of 99.97% of the outstanding principal amount of
the Notes pursuant to the Offer to Purchase and Consent Solicitation Statement
dated June 5, 1997 (the "Statement") and related Consent and Letter of
Transmittal.
As set forth in the Statement and Letter of Transmittal, the total
consideration to be paid for each validly tendered Note and properly delivered
consent is based upon a fixed spread of 75 basis points over the yield to
maturity on the 8 1/4% U.S. Treasury Note due July 15, 1998, as of 2:00 p.m. New
York City time on June 18, 1997 (unless the tender offer is extended beyond July
12, 1997). Using the quoted yield of 5.77% for the reference security at that
time, and assuming that the Notes are purchased on July 3, 1997, the total
consideration for each $1,000 principal amount of Notes tendered with a related
consent will be $1,113.64, which includes a consent payment of $10.00 per $1,000
principal amount of Notes.
In connection with the consent solicitation, Polymer Group intends to
promptly execute a supplemental indenture providing for the proposed amendments
to the indenture under which the Notes were issued, to be effective on the
payment date following the expiration of the tender offer. The tender offer
expires at 12:00 midnight, New York City time, on Wednesday, July 2, 1997,
unless extended.
Chase Securities Inc. is the exclusive Dealer Manager for the tender offer
and the consent solicitation. Additional information concerning the terms of the
tender offer and consent solicitation, tendering Notes and the delivery of
consents and conditions to the tender offer and consent solicitation, may be
directed to Robert Berk at Chase Securities Inc. at (212) 270-1100 (collect).
Copies of the Offer to Purchase and Consent Solicitation Statement and related
documents may be obtained from MacKenzie Partners, Inc., the Information Agent,
at (800) 322-2885 or (212) 929-5500.
Polymer Group, Inc. is a leading worldwide manufacturer and marketer of a
broad range of nonwoven and woven polyolefin products. Its principal products
include medical, reusable wiping, hygiene and industrial and specialty products.
For additional information, contact James Bryant, Director of Investor
Relations, at (803) 566-7293.
