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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): October 27, 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)
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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 October 27, 1997, the Company issued a press release announcing the
intent of DT Acquisition Inc., a Canadian affiliate of the Company, to
commence a tender offer to purchase all of the outstanding Common
Shares and all of the First Preferred Shares of Dominion Textile Inc.,
a corporation organized under the laws of Canada. The October 27, 1997
press release is attached hereto as Exhibit 99.1 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 October 27, 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: November 11, 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
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
99.1 Press Release dated October 27, 1997, issued by Polymer Group, Inc.
</TABLE>
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Exhibit 99.1
POLYMER GROUP, INC.
AFFILIATE ANNOUNCES CASH TENDER OFFER FOR
ALL SHARES OF DOMINION TEXTILE INC.
October 27, 1997 9:02 AM EST
NORTH CHARLESTON, S.C., Oct. 27/PRNewswire/ -- DT Acquisition Inc., an affiliate
of Polymer Group, Inc. (NYSE: PGH), announced today that it will commence an
all-cash tender offer for all outstanding common and first preferred shares of
Dominion Textile Inc. (Montreal: DTX) at a price of C$11.75 per share for the
common shares and C$109.50 per share for the first preferred shares. The offer
was communicated in a letter from Jerry Zucker, Chairman, President and CEO of
Polymer Group, to Charles H. Hantho, Chairman of Dominion Textile. The offer
represents a premium of approximately 51.6% over Dominion Textile's share price
on September 3, 1997, the day immediately prior to the public disclosure of
Polymer Group's interest in Dominion Textile and a 69.8% premium over the price
at which Dominion was trading at the start of the year. The following is the
complete text of Mr. Zucker's letter to Mr. Hantho:
October 27, 1997
Mr. Charles H. Hantho
Chairman
Dominion Textile Inc.
1950 Sherbrooke Street West
Montreal, Quebec H3H 1E7
Dear Chuck:
As you know from our prior communications, Polymer Group is highly
interested in a business combination with Dominion Textile Inc.
("Dominion"). We have, over a period of several months, attempted to have
serious discussions with you, the Board, and Dominion senior management
regarding a possible transaction that would provide your shareholders with
significant value.
During this time period, we, and certain other affiliated investors, were a
significant acquirer of Dominion shares and currently hold approximately
14.5% of the outstanding Dominion shares. Such purchases constituted a
substantial portion of the trading volume in Dominion Textile's shares
during the period May 1 to September 4, 1997, and contributed to the price
increases of the shares during this period.
Although I hoped that our meeting of September 15 would lead to substantive
dialogue, you again declined to pursue meaningful discussion that could
lead to increased value for your shareholders. Your continued refusal to
discuss the merits
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and valuation of a transaction has left us with no choice but to present
our offer directly to Dominion Textile shareholders.
Therefore, DT Acquisition Inc. is publicly announcing today a cash tender
offer for all of the outstanding common shares of Dominion at a price of
C$11.75 per share. As the following table shows, our offer represents a
significant premium to Dominion's shareholders.
<TABLE>
<CAPTION>
Date DTX Price Offer Premium
<S> <C> <C>
January 3, 1997 C$6.92 69.8%
August 26, 1997 C$7.75 51.6%
12 Month Average (A) C$7.08 66.0%
24 Month Average (B) C$7.20 63.2%
</TABLE>
(A) 12-month period prior to September 3, 1997 public disclosure of
Polymer's interest.
(B) 24-month period prior to September 3, 1997 public disclosure of
Polymer's interest.
You will note that our offer is below Friday's closing price of C$12.25. In
our opinion, Dominion's current price has been driven by significant
speculative trading by short-term investors and exceeds the fair value we
perceive based on our analysis of publicly available information.
Our offer is not subject to financing. The conditions to our proposal will
include the valid tendering and non-withdrawal of 90% of both of the
outstanding common shares and first preferred shares held by the public,
the removal of your takeover defenses, specifically the existing poison
pill, and necessary regulatory clearances.
Polymer and DT Acquisition Inc. have entered into an agreement with a third
party for the purchase of Dominion's apparel fabrics business, comprising
its denim and career wear operations, following successful completion of
the offer.
Chuck, we have on many occasions expressed our desire to complete a
friendly transaction. Most importantly, we strongly believe that a friendly
transaction can provide a higher per share value to your shareholders.
Despite our great frustration with your unwillingness to move forward, we
remain prepared to discuss ways to generate more value for Dominion's
shareholders.
As a significant Dominion Textile shareholder, we believe our offer
represents a unique opportunity for Dominion's Board of Directors to
maximize value for all of
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its shareholders on a near term basis and strongly suggest that you
reconsider your position of ignoring our requests for serious negotiation.
We urge you to recognize the substantial benefits our proposal brings to
your shareholders.
We look forward to hearing from you promptly.
Respectfully,
Polymer Group is a global manufacturer and marketer of nonwovens and woven slit
film fabrics with principal business lines in disposable hygiene, medical,
wiping and specialized industrial applications. The Company employs
approximately 2,300 people and operates 14 manufacturing facilities in 5
countries in North America and Europe. DT Acquisition Inc. is a Canadian
affiliate of Polymer Group, Inc., formed for the purpose of making the offer.
For further information, please contact:
James Bryant
Director of Investor Relations
Polymer Group, Inc.
4838 Jenkins Avenue
North Charleston, South Carolina 29405
Telephone No.: (803) 744-5174, ext. 238
Fax No.: (803) 308-0104
E-mail: [email protected] SOURCE Polymer Group, Inc.
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