<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Polymer Group, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
________________________________________________________________________________
(Title of Class of Securities)
731745 10 5
_______________________________________________________________
(CUSIP Number)
Copy to:
Jerry Zucker H. Kurt von Moltke
The InterTech Group, Inc. Kirkland & Ellis
FTG, Inc. 200 E. Randolph Drive
4838 Jenkins Avenue Chicago, Illinois 60601
North Charleston, South Carolina 29405 (312) 861-2000
(803) 744-5174
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 31, 1997
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 on 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).
(Continued on following pages)
Page 1
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- ----------------------- ---------------------
CUSIP NO. 731745105 13D PAGE 2
- ----------------------- (Amendment No. 1) ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
Jerry Zucker
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: [ ]
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 3,057,979 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
3,868,148 (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 3,057,979 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,868,148 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
6,926,127 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
21.6% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 731745105 13D PAGE 3
- ----------------------- (Amendment No. 1) ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
The InterTech Group, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: [ ]
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable (See Item 3)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
South Carolina
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 3,599,557 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
None (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 3,599,557 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,599,557 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.2% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 731745105 13D PAGE 4
- ----------------------- (Amendment No. 1) ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
FTG, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: [ ]
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable (See Item 3)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
South Carolina
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 261,651 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
None (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 261,651 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
261,651 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.8% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Jerry Zucker, InterTech and FTG hereby amend and supplement their Schedule 13D
Statement, filed on November 5, 1997 (the "Statement"), relating to the Common
Stock of the Issuer. This Amendment No. 1 (the "Amendment") to the Statement is
filed to correct the inadvertent omission from the Statement of certain
exercisable options held by Mr. Zucker. The options entitle Mr. Zucker to
purchase 40,000 shares of Common Stock of the Issuer at a price of $14.25 per
share. With the inclusion of these options, Mr. Zucker's beneficial ownership of
the Issuer's Common Stock is 21.6% of the total shares outstanding, compared to
21.5% as originally reported in the Statement. Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the same meanings as
set forth in the Statement.
Item 2. Identity and Background.
Item 2 is hereby amended to incorporate by reference the amended
Exhibit A, which is filed as an exhibit to this Amendment
Item 3. Source and Amount of Funds or Other Consideration.
Each of the Reporting Persons has been a stockholder of the Issuer
since its inception. Pursuant to the recapitalization consummated in
connection with the Issuer's initial public offering of Common Stock
(the "IPO") on May 9, 1996, the holdings of Mr. Zucker, InterTech and
FTG were converted into 1,430,329, 3,599,557 and 261,651 shares of
Common Stock, respectively. In connection with ordinary brokerage
transactions consummated at various times subsequent to the IPO but
prior to October 31, 1997, Mr. Zucker purchased an aggregate of 80,500
shares of Common Stock at prevailing market prices using personal
funds. On August 25, 1997, the Issuer issued to Mr. Zucker, under the
Issuer's 1996 Key Employee Stock Option Plan, options to purchase
200,000 shares of Common Stock of the Issuer at a purchase price of
$14.25 per share. Of those options, the rights to purchase 40,000
shares of Common Stock are currently vested and exercisable. Mr.
Zucker's remaining options to purchase 160,000 shares of Common Stock
will vest and become exercisable in 40,000 increments on August 25 of
1998, 1999, 2000 and 2001, respectively. Therefore, in accordance with
Rule 13d-3(d)(1) under the Exchange Act, Mr. Zucker is not deemed to
beneficially own the 160,000 shares of Common Stock underlying the
remaining options. On October 31, 1997, Mr. Zucker purchased 1,500,000
shares of Common Stock for $14,250,000. On November 3, 1997, Mr.
Zucker purchased 7,150 shares for $71,331. On November 3, 1997 an
aggregate of 6,940 shares of Common Stock were purchased by Mr.
Zucker's wife and children. The October 31, 1997 and November 3, 1997
transactions were all financed with personal funds of the respective
purchasers.
Item 4. Purpose of Transaction.
In addition to the shares of Common Stock already held by Mr. Zucker,
all of the shares purchased on October 31, 1997 and November 3, 1997
were purchased for
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investment purposes. Mr. Zucker's options to purchase Common Stock of
the Issuer were issued as an incentive for his continuing services as
Chairman, President and Chief Executive Officer of the Issuer. The
Reporting Persons may acquire additional shares of Common Stock from
time to time for investment purposes. The Reporting Persons have no
other plans or proposals which would relate to or result in any action
described in the instructions to this Item 4.
Item 5. Interest in Securities of the Issuer.
(a) Amount Beneficially Owned:
Mr. Zucker's beneficial ownership percentage is calculated based
on 32,040,000 shares outstanding. The other Reporting Persons'
and Mr. Boyd's beneficial ownership percentage are calculated
based on 32,000,000 shares outstanding.
<TABLE>
<CAPTION>
Shares Beneficially Percentage of
Name Owned Class
---- ----- -----
----------------------------------------------------------
<S> <C> <C>
Jerry Zucker 6,926,127 21.6%
----------------------------------------------------------
InterTech 3,599,557 11.2%
----------------------------------------------------------
FTG 261,651 0.8%
----------------------------------------------------------
James G. Boyd 4,337,979 13.6%
----------------------------------------------------------
</TABLE>
The shares of the Issuer's Common Stock reflected above include
3,057,979 shares held by Mr. Zucker, 6,940 shares held by Mr.
Zucker's wife and children, 3,599,557 shares held by InterTech,
261,651 shares held by FTG and 476,771 shares held by Mr. Boyd.
Mr. Zucker is Chairman, Chief Executive Officer, President, a
director and the controlling stockholder of both InterTech and
FTG, and as a result, may be deemed to share voting and
dispositive power over the shares held by InterTech and FTG. Mr.
Boyd is the Executive Vice President, Treasurer, Secretary, a
director and a stockholder of both InterTech and FTG, and as a
result, may be deemed to share voting and dispositive power over
the shares held by InterTech and FTG. Messrs. Zucker and Boyd
each expressly disclaim beneficial ownership of the shares held
by each other and by InterTech and FTG. Mr. Zucker disclaims
beneficial ownership of the shares held by his wife and children.
As previously noted, the Reporting Persons and certain other
shareholders of the Issuer are parties to the Voting Agreement.
The Voting Agreement provides that the parties thereto will vote
their shares in the same manner
Page 6
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with respect to certain issues presented to the Issuer's
stockholders, including the election of directors. Collectively,
the parties to the Voting Agreement beneficially own 16,347,832,
or 51.0%, of the outstanding shares of Common Stock. By virtue of
the Voting Agreement, the Reporting Persons may be deemed to
constitute a "group" for purposes of Section 13(d)(3) of the Act.
Each of the Reporting Persons expressly disclaims beneficial
ownership of shares of the Issuer held by the other parties to
the Voting Agreement, and disclaims that they have agreed to act
as a group in exercising voting or investment power over any
securities of the Issuer other than as described in this
Statement. Exhibit A, which is incorporated herein by reference,
sets forth the following information with respect to each party
to the Voting Agreement: (i) name, (ii) address of principal
business office, and (iii) the number of shares of Common Stock
owned by such party.
(b) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Jerry Zucker 3,057,979
InterTech 3,599,557
FTG 261,651
James G. Boyd 476,771
(ii) Shared power to vote or to direct the vote:
Jerry Zucker 3,868,148
James G. Boyd 3,861,208
(iii) Sole power to dispose or to direct the disposition of:
Jerry Zucker 3,057,979
InterTech 3,599,557
FTG 261,651
James G. Boyd 476,771
(iv) Shared power to dispose or to direct the disposition
of:
Jerry Zucker 3,868,148
James G. Boyd 3,861,208
The filing of this Statement shall not be construed as an
admission by Mr. Zucker, InterTech, FTG, Mr. Boyd or any party to
the Voting Agreement that such person is, for the purpose of
Section 13(d) or 13(g) of the Exchange Act
Page 7
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or for any other purposes, the beneficial owner of any securities
covered by this Statement.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Reference is made to the information disclosed under Items 2, 3, 4 and
5 of the Statement and this Amendment regarding the Voting Agreement.
Item 7. Materials to be Filed as Exhibits.
EXHIBIT A: Exhibit A is hereby amended to incorporate by reference
the information set forth in amended Exhibit A, which is
filed herewith.
EXHIBIT D: Joint Filing Agreement among the Reporting Persons
pursuant to Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, relating to the filing of this
Amendment No. 1 to Schedule 13D.
Page 8
<PAGE>
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: November 19, 1997
/s/ JERRY ZUCKER
-------------------------------------------------
Print Name: Jerry Zucker
Page 9
<PAGE>
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: November 19, 1997
The InterTech Group, Inc.
By: /s/ JERRY ZUCKER
--------------------------------------------
Print Name: Jerry Zucker
Its: Chairman, Chief Executive Officer and
President
Page 10
<PAGE>
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: November 19, 1997
FTG, Inc.
By: /s/ JERRY ZUCKER
--------------------------------------------
Print Name: Jerry Zucker
Its: Chairman, Chief Executive Officer and
President
Page 11
<PAGE>
Exhibit A
Parties to the Voting Agreement
-------------------------------
<TABLE>
<CAPTION>
Address of Principal Number of Shares
Name Business Office of Common Stock (a)
- ---- --------------- -------------------
<S> <C> <C>
Jerry Zucker 4838 Jenkins Avenue 3,057,979
North Charleston, SC 29405
James G. Boyd 4838 Jenkins Avenue 476,771
North Charleston, SC 29405
The InterTech 4838 Jenkins Avenue 3,599,557
Group, Inc. North Charleston, SC 29405
Golder, Thoma, Cressey c/o Golder, Thoma, Cressey, 7,109,096
Fund III, L.P. Rauner, Inc.
6100 Sears Tower
Chicago, IL 60606-6402
The Chase Manhattan One Chase Manhattan Plaza 1,040,000
Foundation New York, NY 10081
FTG, Inc. 4838 Jenkins Avenue 261,651
North Charleston, SC 29405
Leeway & Co. c/o State Street Bank and 795,838
Trust Co.
Master Trust Division-Q4W
P.O. Box 1992
Boston, MA 02110
</TABLE>
(a) Share information provided in this Exhibit A is based on the most recent
information available to the Reporting Persons through public disclosure or
otherwise. Each Reporting Person makes no representations as to the accuracy of
information set forth herein other than for itself.
Page 12
<PAGE>
Exhibit D
SCHEDULE 13D AMENDMENT NO. 1 JOINT FILING AGREEMENT
The undersigned and each other person executing this joint filing
agreement (this "Agreement") agree as follows:
(i) The undersigned and each other person executing this Agreement are
individually eligible to use the Schedule 13D to which this Exhibit is attached
and this Amendment No. 1 to Schedule 13D is filed on behalf of the undersigned
and each other person executing this Agreement; and
(ii) The undersigned and each other person executing this Agreement
are responsible for the timely filing of such Schedule 13D and any amendments
thereto, and for the completeness and accuracy of the information concerning
such person contained therein; but none of the undersigned or any other person
executing this Agreement is responsible for the completeness or accuracy of the
information statement concerning any other persons making the filing, unless
such person knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
* * * * *
Date: November 19, 1997
/s/ JERRY ZUCKER
-------------------------------------------------
Print Name: Jerry Zucker
The InterTech Group, Inc.
By: /s/ JERRY ZUCKER
--------------------------------------------
Print Name: Jerry Zucker
Its: Chairman, Chief Executive Officer and
President
FTG, Inc.
By: /s/ JERRY ZUCKER
--------------------------------------------
Print Name: Jerry Zucker
Its: Chairman, Chief Executive Officer and
President
Page 13
