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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
For the fiscal year ended December 28, 1996
Commission file number 1-14330
POLYMER GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware 57-1003983
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
4838 Jenkins Avenue 29405
North Charleston, South Carolina (Zip Code)
(Address of principal executive offices)
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Registrant's telephone number, including area code: (803) 566-7293
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class of stock: Name of each exchange on which registered:
Common Stock, par value $.01 per share New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the last 90 days. Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
The aggregate market value of the Company's voting stock held by
nonaffiliates as of August 1, 1997 was $232,723,543. As of August 1, 1997,
there were 32,000,000 shares of common stock outstanding.
Documents Incorporated By Reference
Specified sections of the registrant's 1997 Proxy Statement and its 1996 Annual
Report to Shareholders are incorporated by reference in Parts II and III hereof.
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EXPLANATORY NOTE
This Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year
ended December 28, 1996 is filed for the sole purpose of conforming the Exhibit
Index to that contained in the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 29, 1996, as amended, and restating Exhibit 21.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Polymer Group, Inc.
By: /s/ Jerry Zucker
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Jerry Zucker
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this Report has been signed below by the following persons
on behalf of the registrant and in the capabilities and on September 5, 1997.
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Signature Capacity
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/s/ Jerry Zucker Chairman, Chief Executive Officer,
- ------------------------------- President and Director (principal executive
Jerry Zucker officer)
/s/ James G. Boyd Executive Vice President, Chief Financial
- ------------------------------- Officer, Treasurer and Director (principal
James G. Boyd financial officer and principal accounting
officer)
/s/ Bruce V. Rauner Director
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Bruce V. Rauner
/s/ Michael J. McGovern Director
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Michael J. McGovern
/s/ David A. Donnini Director
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David A. Donnini
/s/ L. Glenn Orr, Jr. Director
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L. Glenn Orr, Jr.
/s/ John F. Ruffle Director
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John F. Ruffle
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EXHIBIT INDEX
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Exhibit
Number Document Description
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3.1(i) Form of Amended and Restated Certificate of Incorporation
of the Company.(1)
3.1(ii) Certificate of Designation of the Company.(2)
3.2 Amended and Restated By-laws of the Company.(1)
4.1 Form of certificate representing Common Stock of the
Company.(1)
4.2 Form of Rights Agreement.(1)
10.1 Stock Purchase Agreement dated as of January 10, 1996
between the Company and ConX II.(1)
10.2 1996 Key Employee Stock Option Plan of the Company.(1)
10.3 Form of Non-Qualified Stock Option Grant.(1)
10.4 Amendment No. 5 dated as of December 30, 1995 by and
among FiberTech, the Subsidiary Guarantors and Parent
Guarantors identified therein, the Lenders signatory thereto
and the Chase Manhattan Bank (National Association), as
agent.(1)
10.5 Form of Old Credit Facility.(1)
10.6 Form of Third Supplemental Indenture between the Company
and Harris Trust and Savings Bank, as successor trustee.(1)
10.7 Recapitalization Agreement, dated May 6, 1996, among GTC
Fund III, Zucker, Boyd, InterTech, FTG, CMIHI, Leeway and
CalPERS.(2)
10.8 Voting Agreement, dated May 15, 1996, among the
Company, GTC Fund III, Zucker, Boyd, InterTech, FTG,
CMIHI and Leeway.(2)
10.9 Amendment No. 1 to Management Agreement, dated May 15,
1996, by and between the Company, Chicopee and
Zucker.(2)**
10.10 Amendment No. 3 to Management Agreement, dated May 15,
1996, by and between PGI Polymer, GTC Fund III, FiberTech
and Zucker.(2)**
10.11 Amendment No. 1 to Management Agreement, dated May 15,
1996, by and between the Company, Chicopee and
Boyd.(2)**
10.12 Amendment No. 3 to Management Agreement, dated May 15,
1996, between PGI Polymer, GTC Fund III, FiberTech and
Boyd.(2)**
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10.13 Amendment No. 1 to Roll-In Agreement, dated May 15, 1996,
by and among ZB Holdings, InterTech, the Company,
Polypore, CMIHI, Zucker, Boyd and GTC Fund III.(2)
10.14 Indemnification Agreement, dated May 15, 1996, among the
Company, InterTech, GTC Fund III, GTCR, ConX, ConX II,
Zucker and Boyd.(2)
10.15 Fourth Supplemental Indenture between the Company and
Harris Trust and Savings Bank, as successor trustee, dated
August 14, 1996.(3)
21 Subsidiaries of the Company.*
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* Filed herewith.
** Management contract or compensatory plan or arrangement.
(1) Incorporated by reference to the respective exhibit to the
Company's Registration Statement on Form S-4 (Reg. No.
333-2424).
(2) Incorporated by reference to the respective exhibit to the
Company's Form 10-Q, dated August 13, 1996, for the fiscal
quarter ended June 29, 1996, as amended.
(3) Incorporated by reference to the respective exhibit to the
Company's Form 8-K dated August 29, 1996.
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EXHIBIT 21
Polymer Group, Inc.
Subsidiaries of Polymer Group, Inc.
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Subsidiary Jurisdiction of Incorporation
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PGI Polymer, Inc. Delaware
Chicopee Holdings, Inc. Delaware
Chicopee, Inc. Delaware
Chicopee Holdings B.V. The Netherlands, Delaware*
Chicopee B.V. The Netherlands
FiberTech Group, Inc. Delaware
Technetics Group, Inc. Delaware
FiberGol Corporation Delaware
Bonlam S.A. de C.V. Mexico
Fabrene Group, Inc. Canada
Fabrene Inc. Canada
Fabrene Corp. Delaware
Fabrene Group L.L.C. Delaware
PNA Corp. North Carolina
FNA Polymer Corp. North Carolina
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* Pursuant to a certificate of domestication filed with the Secretary of State
of Delaware on September 19, 1996, this subsidiary was incorporated in the
State of Delaware under the name Chicopee Holdings (Netherlands) B.V.
Corporation.
