<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended June 28, 1997
Commission file number 1-14330
POLYMER GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 57-1003983
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4838 Jenkins Avenue
North Charleston, South Carolina 29405
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (803) 566-7293
Indicate by check mark whether the 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 for such shorter periods that
the registrant was required to file such reports), and (2) has been subject
to the filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
On August 8, 1997 there were 32,000,000 Common Shares, $.01 par value
outstanding.
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Polymer Group, Inc.
Index to Form 10-Q
<TABLE>
<CAPTION>
Page
<S> <C>
Part I. Financial Information 3
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
Part II. Other Information 17
Signatures 18
Exhibit Index 19
Exhibit 20
</TABLE>
2
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Part I. Financial Information
Item 1. Financial Statements
Polymer Group, Inc.
Condensed Consolidated Balance Sheets
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
June 28, December 28,
1997 1996
---------- -------------
<S> <C> <C>
(Unaudited)
Assets
Current assets:
Cash and equivalents $ 31,855 $ 37,587
Marketable securities 12,677 10,892
Accounts receivable, net 75,331 64,752
Inventories 61,322 55,637
Deferred income taxes and other 17,906 15,559
-------- --------
Total current assets 199,091 184,427
Property, plant and equipment, net 406,646 406,527
Intangibles, loan acquisition and
organization costs, net 92,457 96,932
Deferred income taxes and other 20,300 20,229
-------- --------
Total assets $718,494 $708,115
======== ========
Liabilities and shareholders' equity
Current liabilities:
Accounts payable $ 32,469 $ 36,059
Accrued liabilities and other 41,651 35,717
Current portion of long-term debt 86 19,497
-------- --------
Total current liabilities 74,206 91,273
-------- --------
Long-term debt, less current portion 390,113 362,745
Deferred income taxes 49,257 52,115
Other noncurrent liabilities 5,347 6,064
Shareholders' equity:
Series preferred stock - $.01 par value,
10,000,000 shares authorized, 0 shares issued and
outstanding -- --
Common stock - $.01 par value, 100,000,000 shares
authorized, 32,000,000 shares issued and outstanding 320 320
Non-voting common stock - $.01 par value, 3,000,000
shares authorized, 0 shares issued and outstanding -- --
Additional paid-in capital 243,662 243,662
(Deficit) (43,809) (54,783)
Cumulative translation adjustment (1,238) 6,790
Unrealized holding gain (loss) on marketable
securities 636 (71)
-------- --------
199,571 195,918
-------- --------
Total liabilities and
shareholders' equity $718,494 $708,115
======== ========
</TABLE>
See accompanying notes.
3
<PAGE>
Polymer Group, Inc.
Consolidated Statements of Operations (Unaudited)
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------- -----------------------
June 28, June 29, June 28, June 29,
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $131,508 $128,593 $260,455 $251,308
Cost of goods sold 96,792 96,328 193,154 189,648
--------- -------- -------- --------
Gross profit 34,716 32,265 67,301 61,660
Selling, general and
administrative expenses 19,037 16,480 37,693 34,591
--------- -------- -------- --------
Operating income 15,679 15,785 29,608 27,069
Other (income) expenses:
Interest expense, net 6,698 9,026 13,532 19,605
Foreign currency transaction
(gains) losses, net (5) 2,241 (325) 3,573
--------- -------- -------- --------
6,693 11,267 13,207 23,178
--------- -------- -------- --------
Income before income taxes and
extraordinary item 8,986 4,518 16,401 3,891
Income taxes 2,974 1,920 5,427 1,776
--------- -------- -------- --------
Income before extraordinary item 6,012 2,598 10,974 2,115
Extraordinary item, (loss) from
extinguishment of debt, net of
income tax benefit of $7,492 - (13,932) - (13,932)
--------- -------- -------- --------
Net income (loss) 6,012 (11,334) 10,974 (11,817)
Redeemable preferred stock dividends and
accretion - (916) - (3,020)
--------- -------- -------- --------
Net income (loss) applicable to common
stock $ 6,012 $(12,250) $ 10,974 $(14,837)
========= ======== ======== ========
Net income (loss) per common share:
Income (loss) before extraordinary
item $ .19 $ .06 $ .34 $ (.04)
Extraordinary item, (loss) from
extinguishment of debt, net of
income tax benefit - (.53) - (.60)
--------- -------- -------- --------
Net income (loss) applicable to
common stock $ .19 $ (.47) $ .34 $ (.64)
========= ======== ======== ========
Weighted average number of shares
outstanding 32,000 26,250 32,000 23,375
========= ======== ======== ========
</TABLE>
See accompanying notes.
4
<PAGE>
Polymer Group, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Six Months Ended
---------------------
June 28, June 29,
1997 1996
--------- ---------
<S> <C> <C>
Operating activities
Net income (loss) $ 10,974 $(11,817)
Adjustments to reconcile net
income (loss) to net cash
provided by operating activities:
Extraordinary item, loss from
extinguishment of debt,
net of income tax benefit -- 13,932
Depreciation and amortization
expense 20,008 18,266
Foreign currency transaction
(gains) losses, net (325) 3,573
Provision for losses on
accounts receivable and price
concessions 3,470 3,856
Changes in operating assets and
liabilities:
Accounts receivable (14,049) (9,095)
Inventories (5,685) (3,501)
Accounts payable and accrued
liabilities 1,627 2,399
Other, net 254 (1,408)
-------- --------
Net cash provided by
operating activities 16,274 16,205
-------- --------
Investing activities
Purchases of property, plant and
equipment (27,457) (10,973)
Purchases of marketable securities (10,585) (15,452)
Proceeds from sales of marketable
securities 9,591 8,100
Organization and other costs (84) (49)
-------- --------
Net cash (used in)
investing activities (28,535) (18,374)
-------- --------
Financing activities
Issuance of common stock, net of
costs incurred -- 190,838
Proceeds from debt 27,093 235,400
Payments of debt (14,780) (363,905)
Redemption of preferred stock -- (57,359)
Issuance of redeemable preferred
stock -- 10,000
Loan acquisition and debt prepayment
costs (113) (11,067)
-------- --------
Net cash provided by
financing activities 12,200 3,907
-------- --------
Effect of exchange rate changes on cash (5,671) (483)
-------- --------
Net increase (decrease) in cash and
cash equivalents (5,732) 1,255
Cash and equivalents at beginning
of period 37,587 18,088
-------- --------
Cash and equivalents at end of
period $ 31,855 $ 19,343
======== ========
Noncash financing activities
Cumulative dividends on redeemable
preferred stock $ -- $ 3,020
</TABLE>
See accompanying notes.
5
<PAGE>
Polymer Group, Inc.
Notes to Consolidated Financial Statements
Note 1. Description of Business and Basis of Presentation
Polymer Group, Inc. ("Polymer Group" or the "Company") is a world-wide
manufacturer of flexible nonwoven and woven polyolefin fabrics. The Company's
principal lines of business include hygiene, medical, wiping and industrial and
specialty products. The Company operates thirteen manufacturing facilities
located in the United States, Canada, Mexico, Germany and the Netherlands.
The accompanying unaudited consolidated financial statements of the Company have
been prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of the management of Polymer
Group, these unaudited consolidated financial statements contain all adjustments
of a normal recurring nature necessary for a fair presentation. Operating
results for the three and six months ended June 28, 1997, are not necessarily
indicative of the results that may be expected for fiscal 1997. Certain amounts
previously presented in the consolidated financial statements for prior periods
have been reclassified to conform to current classification. The preparation of
financial statements in accordance with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Note 2. Inventories
Inventories are stated at the lower of cost or market using the first-in, first-
out method of accounting and consist of the following (in thousands):
<TABLE>
<CAPTION>
June 28, December 28,
1997 1996
---------------------------
(Unaudited)
<S> <C> <C>
Inventories:
Finished goods $ 32,838 $ 26,809
Work in process and stores and
maintenance parts 3,840 3,328
Raw materials 24,644 25,500
------------------------
Total $ 61,322 $ 55,637
========================
</TABLE>
Note 3. Net Income (Loss) Per Share
Net income (loss) per common share is determined by dividing net income (loss)
applicable to common stock by the average number of shares outstanding during
the period.
6
<PAGE>
Note 4. Selected Financial Data of Guarantors
Payment of the $100.0 million 12-1/4% Senior Notes ("Senior Notes"), which were
refinanced on July 3, 1997 as discussed in Note 7. Subsequent Event of Notes to
Consolidated Financial Statements, is unconditionally guaranteed, jointly and
severally on a senior basis by certain of the Company's wholly-owned
subsidiaries ("Guarantors"). Management has determined that separate complete
financial statements of the Guarantors would not be material to users of the
financial statements. The following sets forth selected financial data of the
Guarantors and Non-Guarantor subsidiaries (in thousands):
Condensed Consolidating Selected Balance Sheet Financial Data
As of June 28, 1997
<TABLE>
<CAPTION>
Combined Combined Reclassifica-
Guarantor Non-Guarantor The tions and
Subsidiaries Subsidiaries Company Eliminations Consolidated
------------ ------------- ------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Working capital $ 52,392 $ 66,127 $ 6,244 $ 122 $124,885
Total assets 1,063,847 321,327 498,981 (1,165,661) 718,494
Total debt 468,007 157,286 272,858 (507,952) 390,199
Shareholders' equity 533,129 115,242 207,487 (656,287) 199,571
</TABLE>
Condensed Consolidating Selected Balance Sheet Financial Data
As of December 28, 1996
<TABLE>
<CAPTION>
Combined Combined Reclassifica-
Guarantor Non-Guarantor The tions and
Subsidiaries Subsidiaries Company Eliminations Consolidated
--------------- ----------------- ----------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
Working capital $ 38,097 $ 47,034 $ 7,904 $ 119 $ 93,154
Total assets 1,032,233 278,676 471,796 (1,074,590) 708,115
Total debt 442,447 114,692 260,790 (435,687) 382,242
Shareholders' equity 527,475 110,238 195,918 (637,713) 195,918
</TABLE>
Condensed Consolidating Statement of Operations Selected Financial Data
For the Six Months Ended June 28, 1997
<TABLE>
<CAPTION>
Combined Combined Reclassifica-
Guarantor Non-Guarantor The tions and
Subsidiaries Subsidiaries Company Eliminations Consolidated
--------------- ---------------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Net sales $165,495 $99,174 $ - $ (4,214) $260,455
Operating income 12,120 14,381 3,107 - 29,608
Income (loss) before
income taxes 9,681 12,311 (5,591) - 16,401
Income taxes (benefit) (93) 1,510 4,010 - 5,427
Equity in earnings
of subsidiaries - - 20,575 (20,575) -
Net income 9,774 10,801 10,974 (20,575) 10,974
</TABLE>
7
<PAGE>
Note 4. Selected Financial Data of Guarantors (Continued)
Condensed Consolidating Statement of Operations Selected Financial Data
For the Six Months Ended June 29, 1996
<TABLE>
<CAPTION>
Combined Combined Reclassifica-
Guarantor Non-Guarantor The tions and
Subsidiaries Subsidiaries Company Eliminations Consolidated
------------ ------------- -------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Net sales $ 164,042 $ 87,905 $ -- $ (639) $ 251,308
Operating income (loss) 13,372 13,698 (15) 14 27,069
Income (loss) before
income taxes
and extraordinary
item 3,405 2,911 (2,439) 14 3,891
Income taxes (benefit) 1,514 (558) 820 -- 1,776
Income (loss) before
extraordinary item 1,891 3,469 (3,259) 14 2,115
Extraordinary item (10,745) 793 (3,980) -- (13,932)
Equity in earnings
(loss) of subsidiaries -- -- (4,922) 4,922 --
Net income (loss) (8,854) 4,262 (12,161) 4,936 (11,817)
</TABLE>
Note 5. Foreign Currency
On December 29, 1996, the Company changed the functional currency for
its Mexican subsidiary from the nuevo peso to the United States dollar due to
economic facts and circumstances including: (i) the cumulative inflation index
in Mexico has approximated 100% over a three year period ended December 28,
1996; (ii) an increase in the volume of transactions denominated in dollars
including dollar-indexed transactions; and (iii) the cash flows of the Company's
Mexican subsidiary are directly affected since a substantial portion of
transactions are dollar denominated or dollar-indexed. In accordance with
Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation" ("FAS 52"), the dollar translated amounts of nonmonetary assets,
primarily property, plant and equipment and goodwill, at December 28, 1996
became the accounting basis for those assets at December 29, 1996 and for
subsequent periods. Additionally, the Mexican-related cumulative translation
adjustment at December 28, 1996 accumulated in shareholders' equity prior to
this change in functional currency remains as a separate component of
shareholders' equity.
Note 6. New Accounting Standard
In February 1997, Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("FAS 128"), was issued. FAS 128 is designed to improve
the earnings per share information provided in financial statements by
simplifying the existing computational guidelines, revising the disclosure
requirements, and increasing the comparability of earnings per share data on an
international basis. FAS 128 is effective for financial statements issued for
periods ending after December 15, 1997, including interim periods. Earlier
application is not permitted. The Company will adopt FAS 128 on its effective
date. The Company does not currently anticipate that the effect of adoption
will have a material impact upon its current earnings per share computation.
8
<PAGE>
Note 7. Subsequent Event
On July 3, 1997, the Company refinanced its outstanding indebtedness by: (i)
consummating the offering of $400.0 million 9% Senior Subordinated Notes due
2007 and the tender offer and related consent solicitation for its Senior Notes;
and (ii) amending and restating its existing credit facility (collectively, the
"Refinancing"). In the tender offer and consent solicitation, the Company
purchased all of its outstanding Senior Notes for an amount in cash equal to
$1,103.64 per $1,000 aggregate amount, plus accrued interest. The Company also
solicited consents from tendering holders to amend the indenture under which the
Senior Notes were issued to eliminate substantially all of the protective
covenants contained therein, and paid a separate consent fee to holders who
tendered their notes and delivered consents prior to the expiration of the
consent solicitation. The Company received consents relating to, and tenders of,
all of the outstanding Senior Notes. The amended credit facility provides for
secured revolving credit facilities with an aggregate commitment of up to $325.0
million and a term of approximately six years. The Company's current portion of
long-term debt which was refinanced in connection with the Refinancing has been
classified as long-term debt in the Company's June 28, 1997 condensed
consolidated balance sheet in accordance with Statement of Financial Accounting
Standards No. 6, "Classification of Short-Term Obligations Expected to be
Refinanced."
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of the Company's
consolidated results of operations and financial condition. The discussion
should be read in conjunction with the consolidated financial statements and
notes thereto contained in Part I of this report on Form 10-Q and with the
Company's 1996 Annual Report.
Results of Operations
<TABLE>
<CAPTION>
The following table sets forth the percentage relationships to net sales of certain income statement
items.
Three Months Ended Six Months Ended
------------------------ -----------------------
June 28, June 29, June 28, June 29,
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales:
Hygiene 42.5% 45.7% 42.3% 44.4%
Medical 17.7 18.5 17.2 18.9
Wiping 19.2 16.9 19.2 17.4
Industrial and specialty 20.6 18.9 21.3 19.3
------ ------ ------ ------
100.0% 100.0% 100.0% 100.0%
Cost of goods sold:
Raw material costs 43.4 45.3 43.2 46.0
Labor costs 7.9 7.4 7.9 7.4
Overhead costs 22.3 22.2 23.1 22.1
------ ------ ------ ------
Total cost of goods sold 73.6 74.9 74.2 75.5
Gross profit 26.4 25.1 25.8 24.5
Selling, general and administrative
expenses 14.5 12.8 14.5 13.8
------ ------ ------ ------
Operating income 11.9 12.3 11.3 10.7
Other (income) expense:
Interest expense, net 5.1 7.0 5.1 7.8
Foreign currency transaction (gains)
losses, net - 1.8 (0.1) 1.4
------ ------ ------ ------
5.1 8.8 5.0 9.2
Income before income taxes
and extraordinary item 6.8 3.5 6.3 1.5
Income taxes 2.3 1.5 2.1 0.7
------ ------ ------ ------
Income before extraordinary item 4.5 2.0 4.2 0.8
Extraordinary item, net of income
tax benefit - (10.8) - (5.5)
------ ------ ------ ------
Net income (loss) 4.5% (8.8)% 4.2% (4.7)%
====== ====== ====== ======
</TABLE>
10
<PAGE>
Comparison of Three Months Ended June 28, 1997 and June 29, 1996
Net Sales
Consolidated net sales increased $2.9 million, or 2.3%, from $128.6 million for
the three months ended June 29, 1996 to $131.5 million for the three months
ended June 28, 1997. Net sales increased $7.8 million as a result of the
acquisition of FNA Polymer Corp. ("FNA"), which was completed during the third
quarter of 1996, offset by a mix-shift toward lower cost spunbond and spunbond-
meltblown-spunbond ("SMS") technology which replaced thermal bond fabric sales
in certain applications. In addition, sales growth in Europe was unfavorably
impacted by weaker foreign currency translation rates during the second quarter
of 1997 relative to 1996. Hygiene product sales decreased 4.7%, or approximately
$2.8 million, from $58.7 million in 1996 to $56.0 million in 1997. Hygiene sales
for adult incontinence products grew as a result of the acquisition of FNA.
However, increased competitive pressure has contributed to lower cost product
designs incorporating spunbond and SMS technology which results in a pass
through of a portion of the cost savings to the customer in the form of lower
average selling prices. Medical sales were $23.3 million for the second quarter
of 1997 as compared with $23.7 million for the second quarter of 1996. Lower raw
material costs, including rayon fiber and polyester fiber, were passed through
to customers which resulted in lower revenues compared to last year. Wiping
product sales increased 15.8%, or approximately $3.4 million, from $21.7 million
in 1996 to $25.2 million in 1997. Improved sales within this product category
were driven by higher volumes of food service and consumer wiping product sales
and geographic and product line extensions. Sales in the industrial and
specialty product category increased approximately 11.0%, or $2.7 million,
during the second quarter of 1997 to $27.1 million from $24.4 million in 1996
primarily as a result of strong unit growth for industrial fabrics and the
acquisition of FNA.
Gross Profit
Gross profit increased to $34.7 million, or 26.4% of consolidated net sales, for
the second quarter of 1997 versus $32.3 million, or 25.1% of net sales, for the
comparable period in 1996. The approximate $2.5 million increase in gross profit
over the second quarter of 1996 primarily reflected the benefit from the
acquisition of FNA, combined with volume growth in the wiping and industrial and
specialty product categories. Second quarter 1997 raw material costs were 43.4%
of net sales compared to 45.3% for the comparable period last year reflecting
the downward trend in raw material prices which began in 1996. Direct labor
costs, as a percent of net sales, were 7.9%, up slightly from 7.4% during the
second quarter of 1996. Overhead expenses were approximately 22.3% of net sales
in the second quarter of 1997 compared to 22.2% of net sales in the second
quarter of 1996.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were 14.5% of consolidated net
sales during the first and second quarter of 1997 compared to 12.8% in the
second quarter of 1996. Consolidated selling, general and administrative
expenses for the second quarter of 1997 were $19.0 million, up approximately
$2.6 million versus $16.5 million for the second quarter of 1996 due primarily
to the additional costs associated with FNA and higher research and
11
<PAGE>
development costs related to product enhancements and other general and
administrative costs.
Other
Interest expense decreased $2.3 million from $9.0 million in the second quarter
of 1996 to $6.7 million in the second quarter of 1997. Interest expense as a
percentage of net sales decreased from 7.0% in the second quarter of 1996 to
5.1% in the second quarter of 1997. The decrease in interest expense is
principally due to a lower average amount of indebtedness outstanding in the
second quarter of 1997 resulting from the recapitalization and the initial
public offering ("IPO").
Net foreign currency transaction gains were not significant in the second
quarter of 1997. Net foreign currency transaction losses of $2.2 million were
recorded in the second quarter of 1996. During the second quarter of 1996, the
Company's Mexico operation incurred net foreign currency transaction gains of
$1.3 million, offset by its European operations which recorded foreign
transaction losses of $3.5 million. These gains and losses incurred by the
Company during the second quarter of 1996 principally had no cash impact and
occurred upon the remeasurement of United States dollar intercompany
indebtedness applicable to the Company's foreign operations. As a result of the
recapitalization and IPO, the majority of the Company's United States dollar
intercompany indebtedness at its Mexican, Canadian and German operations was
effectively converted to equity, thus mitigating the Company's net foreign
currency exposure. In addition, the Company determined that its United States
dollar intercompany indebtedness at its Netherlands operation is of a long-term
investment nature in which settlement is not planned in the foreseeable future.
Therefore, in accordance with FAS 52, gains and losses are excluded from the
determination of net income and are reported in the same manner as translation
adjustments.
The Company provided for income taxes of approximately $3.0 million during the
second quarter of 1997, representing an effective tax rate of 33.1%. The
provision for income taxes at the Company's effective rate differed from the
provision for income taxes at the statutory rate due primarily to the
utilization of net operating loss carryforwards and to tax strategies initiated
at the time of the IPO. Polymer Group provided for income taxes of $1.9 million
during the second quarter of 1996, representing an effective tax rate of 42.5%.
As a result of the recapitalization and IPO, the Company recorded an
extraordinary item of $13.9 million, net of the income tax benefit of $7.5
million, related to the write-off of previously capitalized debt issue costs and
premiums paid in connection with the repurchase of a portion of the Senior Notes
during the second quarter of 1996.
Net Income
Net income was approximately $6.0 million, or $.19 per share, in the second
quarter of 1997 as compared to a net loss of $(11.3) million, or $(.47) per
share, in the second quarter of 1996. Net income was favorably impacted during
the second quarter of 1997 by: (i) the acquisition of FNA; (ii) lower interest
costs attributable to the recapitalization of indebtedness in connection with
the IPO; (iii) mitigation of foreign currency exposure attributable to the
recapitalization; and (iv) a lower effective income tax rate.
12
<PAGE>
Comparison of Six Months Ended June 28, 1997 and June 29, 1996
Net Sales
Consolidated net sales increased approximately $9.1 million, or 3.6%, from
$251.3 million for the six months ended June 29, 1996 to $260.5 million for the
six months ended June 28, 1997. Net sales increased $16.8 million as a result of
the acquisition of FNA, offset by lower average selling prices in the hygiene
and medical product categories which reflect declining raw material costs and a
movement toward lower cost spunbond and SMS technology which replaced thermal
bond fabric sales in certain applications. In addition, sales growth in Europe
was unfavorably impacted by weaker foreign currency translation rates during
1997 relative to 1996. Hygiene product sales decreased 1.2%, or approximately
$1.3 million, from $111.5 million in 1996 to approximately $110.1 million in
1997. Hygiene sales for adult incontinence products grew as a result of the
acquisition of FNA. However, increased competitive pressure has contributed to
lower cost product designs incorporating spunbond and SMS technology which
results in a pass through of a portion of the cost savings to the customer in
the form of lower average selling prices. Year to date medical sales in 1997
were $44.7 million as compared with $47.5 million in 1996. Lower raw material
costs were passed through to customers which resulted in lower revenues compared
to last year. Wiping product sales increased 14.2%, or $6.2 million, from $43.8
million in 1996 to $50.0 million in 1997. Improved sales within this product
category were driven by higher volumes of food service and specialty wiping
product sales and geographic and product line extensions. Sales in the
industrial and specialty product category increased approximately 14.3%, or
approximately $7.0 million, during the first six months of 1997 to $55.5 million
from $48.6 million in 1996 primarily as a result of strong unit growth for
industrial fabrics and the acquisition of FNA.
Gross Profit
Year to date gross profit in 1997 increased to $67.3 million, or 25.8% of
consolidated net sales, versus $61.7 million, or 24.5% of net sales, for the
comparable period in 1996. The approximate $5.6 million increase in gross profit
over 1996 primarily reflected the benefit from the acquisition of FNA, combined
with volume growth in the wiping and industrial and specialty product
categories. Raw material costs during the first six months of 1997 were 43.2% of
net sales compared to 46.0% for the comparable period last year reflecting the
downward trend in raw material prices which began in 1996. Direct labor costs,
as a percent of net sales, were 7.9% on a year to date basis in 1997, up from
7.4% during the first six months of 1996. Overhead expenses increased
approximately $4.3 million from 22.1% of net sales in 1996 to 23.1% of net sales
in 1997 due primarily to incremental overhead costs associated with the
acquisition of FNA and higher depreciation on completed capital expenditures.
Selling, General and Administrative Expenses
Selling, general and administrative expenses on a year to date basis in 1997
were 14.5% of consolidated net sales, up from 13.8% in 1996. Year to date
selling, general and administrative expenses in 1997 were $37.7 million, up
approximately $3.1 million versus $34.6 million for 1996 due primarily to the
additional costs associated with FNA and higher
13
<PAGE>
research and development costs related to product enhancements and other general
and administrative costs.
Other
Year to date interest expense decreased $6.1 million from $19.6 million in 1996
to $13.5 million in 1997. Interest expense as a percentage of net sales
decreased from 7.8% in 1996 to 5.1% in 1997. The decrease in interest expense
is principally due to a lower average amount of indebtedness outstanding in 1997
resulting from the recapitalization and the IPO.
Year to date net foreign currency transaction gains were $0.3 million in 1997
as compared with net foreign currency transaction losses of $3.6 million in
1996. These gains and losses incurred by the Company during 1996 principally
had no cash impact and occurred upon the remeasurement of United States dollar
intercompany indebtedness applicable to the Company's foreign operations. As a
result of the recapitalization and IPO, the majority of the Company's United
States dollar intercompany indebtedness at its Mexican, Canadian and German
operations was effectively converted to equity, thus mitigating the Company's
net foreign currency exposure. In addition, the Company determined that its
United States dollar intercompany indebtedness at its Netherlands operation is
of a long-term investment nature in which settlement is not planned in the
foreseeable future. Therefore, in accordance with FAS 52, gains and losses are
excluded from the determination of net income and are reported in the same
manner as translation adjustments.
The Company provided for income taxes of approximately $5.4 million during the
first six months of 1997, representing an effective tax rate of 33.1%. The
provision for income taxes at the Company's effective rate differed from the
provision for income taxes at the statutory rate due primarily to the
utilization of net operating loss carryforwards and to tax strategies initiated
at the time of the IPO. Polymer Group provided for income taxes of $1.8 million
on a year to date basis in 1996, representing an effective tax rate of 45.6%.
As a result of the recapitalization and IPO, the Company recorded an
extraordinary item of $13.9 million, net of the income tax benefit of $7.5
million, related to the write-off of previously capitalized debt issue costs and
premiums paid in connection with the repurchase of a portion of the Senior Notes
during the second quarter of 1996.
Net Income
Net income was approximately $11.0 million, or $.34 per share, for the six
months ended June 28,1997 as compared to a net loss of $(11.8) million, or
$(.64) per share, in the comparable period of 1996. Net income was favorably
impacted during 1997 by: (i) the acquisition of FNA; (ii) lower interest costs
attributable to the recapitalization of indebtedness in connection with the IPO;
(iii) mitigation of foreign currency exposure attributable to the
recapitalization; and (iv) a lower effective income tax rate.
14
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
<TABLE>
<CAPTION>
June 28, December 28,
1997 1996
-----------------------
(In Thousands)
<S> <C> <C>
Cash and equivalents, and marketable
securities $ 44,532 $ 48,479
Current assets 199,091 184,427
Current liabilities (excluding current
portion of long-term debt) 74,120 71,776
Working capital 124,971 112,651
Total assets 718,494 708,115
Debt (including current portion) 390,199 382,242
Shareholders' equity 199,571 195,918
Six Months Ended
June 28, June 29,
1997 1996
-----------------------
(In Thousands)
Net cash provided by operating
activities $ 16,274 $ 16,205
Net cash (used in) investing
activities (28,535) (18,374)
Net cash provided by financing
activities 12,200 3,907
</TABLE>
During the six months ended June 28, 1997, the Company's operations generated
$16.3 million of cash. The Company's working capital (excluding current portion
of long-term debt) increased $12.3 million from $112.7 million at December 28,
1996 to approximately $125.0 million at June 28, 1997. Cash and equivalents and
marketable securities were $44.5 million at June 28, 1997 as compared to $48.5
million at December 28, 1996, a net decrease of approximately $4.0 million.
Capital expenditures for the first six months of 1997 totaled $27.5 million, an
increase of approximately $16.5 million over the comparable period of 1996 due
primarily to expansion of adhesive bond and reticulon capacity, and a new 4.2
meter wide SMS line at the Company's Mooresville, North Carolina plant site.
Total capital outlays for the new SMS line are expected to approximate $25.0
million. Approximately $10.7 million has been expended on a cumulative basis
through the end of the second quarter of 1997. Commercial start-up of the line
is expected to begin in the fourth quarter of 1997. The Company anticipates that
capital expenditures for the remainder of 1997 will approximate $35.8 million.
On July 3, 1997, the Company refinanced its outstanding indebtedness as
discussed in Note 7. Subsequent Event of Notes to Consolidated Financial
Statements. In the tender offer and consent solicitation, the Company purchased
all of its outstanding Senior Notes for an amount in cash equal to $1,103.64 per
$1,000 aggregate amount, plus accrued interest. The Company also solicited
consents from tendering holders to amend the indenture under which the Senior
Notes were issued to eliminate substantially all of the protective covenants
contained therein, and paid a separate consent fee to holders who tendered their
notes and delivered consents prior to the expiration of the consent
solicitation. The Company received consents relating to, and tenders of, all of
15
<PAGE>
the outstanding Senior Notes. The amended credit facility provides for secured
revolving credit facilities with an aggregate commitment of up to $325.0 million
and a term of approximately six years.
The Company believes that based on current levels of operations and anticipated
growth, its cash from operations, together with other available sources of
liquidity, including but not limited to, borrowings under the amended credit
facility, will be adequate over the next several years to make required debt
payments, including interest thereon, permit anticipated capital expenditures
and fund the Company's working capital requirements.
Effect of Inflation
Inflation generally affects the Company by increasing the cost of labor,
equipment and new materials. The Company believes that inflation had no material
effect on the Company's business during the first six months of 1997.
Foreign Currency
The Company's substantial foreign operations expose it to the risk of exchange
rate fluctuations. If foreign currency denominated revenues are greater than
costs, the translation of foreign currency denominated costs and revenues into
U.S. dollars will improve profitability when the foreign currency strengthens
against the U.S. dollar and will reduce profitability when the foreign currency
weakens. See Note 5. Foreign Currency of Notes to Consolidated Financial
Statements for a discussion of the Company's change in functional currency from
the nuevo peso to the United States dollar for its Mexican operation.
Safe Harbor Statement under the Private Securities Litigation Act of 1995
Except for historical information contained herein, the matters set forth
within the management's discussion and analysis of this Form 10-Q are forward
looking statements. Certain risks and uncertainties could cause actual results
to differ materially from those set forth in the forward looking statements.
The following factors could cause actual results to differ materially from
historical results or those anticipated: adverse economic conditions,
competition in the Company's markets, fluctuations in raw material costs, and
other risks detailed in documents filed by Polymer Group with the Securities and
Exchange Commission.
16
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
The Company's annual meeting of its stockholders was held on
April 25, 1997. At the annual meeting, the Company's
stockholders voted on two proposals: (i) the election of two
nominees to serve as directors for three year terms; and (ii)
the ratification of the appointment of Ernst & Young LLP as
independent auditors for the year 1997. The voting of the
Company's stockholders as to these matters was as follows:
Election of Directors
---------------------
David A. Donnini - 27,610,722 votes for; 600 votes withheld.
L. Glenn Orr - 27,610,722 votes for; 600 votes withheld.
Ratification of Appointment of Accountants
------------------------------------------
27,608,972 votes for; 1,665 votes against; 685 abstentions.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
Exhibits required to be filed with this report on Form 10-Q are
listed in the following Exhibit Index.
On June 19, 1997, the Company filed a report on Form 8-K to
disclose certain material events surrounding the Refinancing.
17
<PAGE>
Signatures
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 thereunto duly authorized.
POLYMER GROUP, INC.
By: /s/ Jerry Zucker
Jerry Zucker
Chairman, President, Chief Executive Officer and Director
(Principal Executive Officer)
By: /s/ James G. Boyd
James G. Boyd
Executive Vice President, Treasurer and Director
(Principal Financial Officer and Principal
Accounting Officer)
August 8, 1997
18
<PAGE>
Exhibit Index
Exhibit
Number
- -------
11 Computation of Per Share Earnings.
27 Financial Data Schedule.
99.1 Offer to Purchase and Consent Solicitation Statement dated
June 5, 1997 to any and all holders of the 12 1/4% Senior
Notes due 2002.
99.2 Letter of Transmittal.
99.3 Notice of Guaranteed Delivery.
19
<PAGE>
Polymer Group, Inc.
Exhibit 11 - Statement of Computation of Per Share Earnings (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------- ------------------
June 28, June 29, June 28, June 29,
1997 1996 1997 1996
------------------- ------------------
<S> <C> <C> <C> <C>
(In Thousands, Except Per Share Data)
Primary income (loss) per common share
Net income (loss) applicable to common stock $ 6,012 $(12,250) $10,974 $(14,837)
==================== ==================
Common shares:
Weighted average number of shares outstanding 32,000 26,250 32,000 23,375
Adjustments:
Common share equivalents -- -- -- --
Warrants to purchase common stock -- -- -- --
-------------------- ------------------
Average number of common shares, as adjusted 32,000 26,250 32,000 23,375
==================== ==================
Primary income (loss) per common share $ .19 $ (.47) $ .34 $ (.64)
==================== ==================
Income (loss) per common share assuming full dilution
Net income (loss) applicable to common stock $ 6,012 $(12,250) $10,974 $(14,837)
==================== ===================
Common shares:
Weighted average number of shares outstanding 32,000 26,250 32,000 23,375
Adjustments:
Common share equivalents -- -- -- --
Warrants to purchase common stock -- -- -- --
-------------------- -------------------
Average number of common shares, as adjusted 32,000 26,250 32,000 23,375
=================== ===================
Income (loss) per common share assuming full dilution $ .19 $ (.47) $ .34 $ (.64)
=================== ===================
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
Polymer Group Inc.'s Form 10-Q for the quarter ended June 28, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-START> DEC-29-1996
<PERIOD-END> JUN-28-1997
<CASH> 31,855
<SECURITIES> 12,677
<RECEIVABLES> 79,216
<ALLOWANCES> 3,885
<INVENTORY> 61,322
<CURRENT-ASSETS> 199,091
<PP&E> 485,053
<DEPRECIATION> 78,407
<TOTAL-ASSETS> 718,494
<CURRENT-LIABILITIES> 74,206
<BONDS> 390,113
0
0
<COMMON> 320
<OTHER-SE> 199,251
<TOTAL-LIABILITY-AND-EQUITY> 718,494
<SALES> 260,455
<TOTAL-REVENUES> 260,455
<CGS> 193,154
<TOTAL-COSTS> 193,154
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,532
<INCOME-PRETAX> 16,401
<INCOME-TAX> 5,427
<INCOME-CONTINUING> 10,974
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,974
<EPS-PRIMARY> .34
<EPS-DILUTED> .34
</TABLE>
<PAGE>
Offer To Purchase
and Consent Solicitation Statement
POLYMER GROUP, INC.
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING
12 1/4% SENIOR NOTES DUE 2002
AND SOLICITATION OF CONSENTS FOR
AMENDMENT OF THE RELATED INDENTURE
----------------
Polymer Group, Inc., a Delaware corporation (the "Company"), hereby offers
to purchase for cash, upon the terms and subject to the conditions set forth
in this Offer to Purchase and Consent Solicitation Statement (as it may be
amended or supplemented from time to time, the "Statement") and in the
accompanying Consent and Letter of Transmittal (the "Consent and Letter of
Transmittal" and, together with this Statement, the "Offer"), any and all of
its outstanding 12 1/4% Senior Notes due 2002 (the "Notes") from each
registered holder thereof (each a "Holder" and, collectively, the "Holders").
The consideration for Notes tendered pursuant to the Offer shall be the
price (calculated as described in Schedule I to this Statement) equal to (i)
the present value on the Payment Date (as defined herein) of $1,061.25 per
$1,000 principal amount of Notes (the amount payable on July 15, 1998, which
is the first date on which the Notes are redeemable (the "Earliest Redemption
Date")), determined on the basis of a yield (the "Tender Offer Yield") to the
Earliest Redemption Date equal to the sum of (x) the yield on the 8 1/4% U.S.
Treasury Note due July 15, 1998 (the "Reference Security"), as calculated by
the Dealer Manager in accordance with standard market practice, based on the
bid price for such Reference Security as of 2:00 p.m., New York City Time, on
June 18, 1997, the tenth business day immediately preceding the scheduled
Tender Offer Expiration Date (the "Price Determination Date"), as displayed on
the Bloomberg Government Pricing Monitor on "Page PX4" (the "Bloomberg Page")
(or, if any relevant price is not available on a timely basis on the Bloomberg
Page or is manifestly erroneous, such other recognized quotation source as the
Dealer Manager shall select in its sole discretion) plus (y) 75 basis points,
the fixed spread (the "Fixed Spread") (such price being rounded to the nearest
cent per $1,000 principal amount of Notes), minus (ii) $10.00 per $1,000
principal amount of Notes, which is equal to the Consent Payment referred to
below (such amount, the "Tender Offer Consideration"), plus accrued and unpaid
interest to, but not including, the Payment Date (as defined herein). In the
event the Offer is extended for any period of time longer than ten (10)
business days from the previously scheduled Tender Offer Expiration Date, a
new Price Determination Date will be established. The Tender Offer
Consideration plus the Consent Payment (as defined below) is referred to
herein as the "Total Consideration."
(Continued on following page)
THE SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
WEDNESDAY JUNE 18, 1997 IF ON SUCH DATE THE COMPANY HAS RECEIVED THE
REQUISITE CONSENTS (AS DEFINED HEREIN) OR THE FIRST DATE THEREAFTER THAT THE
COMPANY RECEIVES THE REQUISITE CONSENTS FROM HOLDERS OF THE NOTES (THE
"CONSENT EXPIRATION DATE"). THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON WEDNESDAY, JULY 2, 1997 UNLESS EXTENDED (SUCH DATE, AS
THE SAME MAY BE EXTENDED, THE "TENDER OFFER EXPIRATION DATE"). HOLDERS WHO
DESIRE TO RECEIVE THE CONSENT PAYMENT AND THE TENDER OFFER CONSIDERATION
MUST VALIDLY CONSENT TO THE PROPOSED AMENDMENTS ON OR PRIOR TO THE CONSENT
EXPIRATION DATE. HOLDERS WHO TENDER AFTER THE CONSENT EXPIRATION DATE WILL
RECEIVE ONLY THE TENDER OFFER CONSIDERATION. CONSENTS MAY ONLY BE REVOKED ON
OR PRIOR TO THE CONSENT EXPIRATION DATE. TENDERS OF NOTES MAY BE WITHDRAWN
AT ANY TIME PRIOR TO THE TENDER OFFER EXPIRATION DATE.
----------------
The Dealer Manager for the Offer and the Solicitation Agent for the
Solicitation is:
CHASE SECURITIES INC.
June 5, 1997
<PAGE>
(Cover page continued)
In conjunction with the Offer, the Company hereby solicits (the
"Solicitation") consents (the "Consents") of registered Holders of the Notes
to certain proposed amendments (the "Proposed Amendments") to the Indenture
dated as of June 24, 1994, between the Company and First Union National Bank
of South Carolina ("First Union"), as amended by the First Supplemental
Indenture dated as of March 15, 1995 between the Company and First Union, the
Second Supplemental Indenture dated as of September 14, 1995 among the
Company, First Union and Harris Trust and Savings Bank, as trustee (the
"Trustee"), the Third Supplemental Indenture dated as of April 9, 1996 between
the Company and the Trustee, and the Fourth Supplemental Indenture dated as of
August 14, 1996 between the Company and the Trustee (as so amended, the
"Indenture"), pursuant to which the Notes were issued, which amendments would,
among other things, eliminate substantially all of the covenants contained in
the Indenture. Subject to the terms and conditions set forth in this Statement
and the Consent and Letter of Transmittal, the Company hereby offers to pay to
each registered Holder who validly consents to the Proposed Amendments on or
prior to the Consent Expiration Date (as defined herein) an amount in cash
(the "Consent Payment") equal to 1% of the principal amount ($10.00 for each
$1,000 principal amount) of Notes for which Consents have been validly
delivered and not validly revoked as of the Consent Expiration Date, with such
payment to be made on the Payment Date if, but only if, such Holder's Notes
are accepted for payment pursuant to the terms of the Offer.
If the Proposed Amendments are adopted and the Offer is consummated, Notes
that are not tendered, or that are not accepted for purchase pursuant to the
Offer, will remain outstanding, but will be subject to the terms of the
Indenture as modified by the Supplemental Indenture (as defined herein)
described under Item 5, "Proposed Amendments." If a Holder does not properly
tender Notes pursuant to the Offer on or prior to the Consent Expiration Date,
or Consents either are not properly delivered, or are revoked and not properly
redelivered, on or prior to the Consent Expiration Date, such Holder will not
receive the Consent Payment, even though the Proposed Amendments will be
effective as to all Notes that are not purchased pursuant to the Offer.
Adoption of the Proposed Amendments may have adverse consequences for Holders
of Notes who do not validly tender Notes pursuant to the Offer. As a result of
the adoption of the Proposed Amendments, Holders of such outstanding Notes
will not be entitled to the benefit of substantially all of the covenants
presently contained in the Indenture. In addition, the trading market for any
Notes not properly tendered pursuant to the Offer is likely to be
significantly more limited in the future if the Offer is consummated. See Item
5, "Proposed Amendments," and Item 2, "Certain Significant Considerations."
Holders who tender Notes pursuant to the Offer on or prior to the Consent
Expiration Date are obligated to Consent to the Proposed Amendments. The
completion, execution and delivery of a Consent and Letter of Transmittal in
connection with a tender of Notes pursuant to the Offer on or prior to the
Consent Expiration Date will be deemed to constitute the delivery of Consents
with respect to the Notes tendered. Holders may not deliver Consents in the
Solicitation without tendering their Notes in the Offer.
The Company and the Trustee intend to execute a supplemental indenture (the
"Supplemental Indenture") to the Indenture providing for the Proposed
Amendments promptly after the Consent Expiration Date. Although the
Supplemental Indenture containing the Proposed Amendments will have been
executed by the Company and the Trustee promptly after the Consent Expiration
Date, the Proposed Amendments will not become effective unless and until the
Notes are accepted for purchase by the Company pursuant to the Offer, which is
expected to occur promptly after the Tender Offer Expiration Date.
If the Notes are accepted for payment pursuant to the Offer, Holders who
validly tender Notes pursuant to the Offer on or prior to the Consent
Expiration Date and do not withdraw such tender or revoke such Consent on or
prior to the Consent Expiration Date will receive the Total Consideration,
which is equal to the Tender Offer Consideration plus the Consent Payment.
Holders who validly tender Notes and deliver Consents pursuant to the Offer on
or prior to the Consent Expiration Date may not thereafter revoke such Consent
after the Consent Expiration Date. Holders who validly tender their Notes
after the Consent Expiration Date will receive only the Tender Offer
Consideration and not the Consent Payment.
-ii-
<PAGE>
(Cover page continued)
Upon the terms and subject to the conditions of the Offer and the
Solicitation (including, if the Offer or Solicitation is extended or amended,
the terms and conditions of any such extension or amendment) and applicable
law, the Company will (i) purchase Notes validly tendered on or prior to the
Tender Offer Expiration Date (and not withdrawn) pursuant to the Offer, and
(ii) pay for all Consents validly delivered on or prior to the Consent
Expiration Date (and not revoked) pursuant to the Solicitation, promptly
following the Tender Offer Expiration Date.
Notwithstanding any other provision of the Offer or the Solicitation, the
Company's obligation to accept for purchase, and to pay for, Notes validly
tendered pursuant to the Offer and the Company's obligation to make Consent
Payments is conditioned upon (a) the Supplemental Indenture Condition (b) the
Bank Condition, (c) the Financing Condition and (d) the General Conditions
(each as defined herein). See Item 9, "Conditions to the Offer."
In the event that the Offer and the Solicitation are withdrawn or otherwise
not completed, the Tender Offer Consideration and Consent Payment will not be
paid or become payable to Holders of Notes who have validly tendered their
Notes and delivered Consents in connection with the Offer and the
Solicitation. In any such event, the Notes previously tendered pursuant to the
Offer will be promptly returned to the tendering Holder and the Supplemental
Indenture will not become operative.
See Item 2, "Certain Significant Considerations," and Item 10, "Certain
U.S. Federal Income Tax Considerations," for discussions of certain factors
that should be considered in evaluating the Offer and the Solicitation. See
Item 5, "Proposed Amendments," for a description of the Proposed Amendments.
-iii-
<PAGE>
(Cover page continued)
IMPORTANT
Any Holder desiring to tender Notes and deliver Consents should either (a)
in the case of a Holder who holds physical certificates evidencing such Notes,
complete and sign the Consent and Letter of Transmittal (or a manually signed
facsimile thereof) in accordance with the instructions therein, have the
signature thereon guaranteed (if required by Instruction 1 of the Consent and
Letter of Transmittal) and send or deliver such manually signed Consent and
Letter of Transmittal (or a manually signed facsimile thereof), together with
certificates evidencing such Notes being tendered and any other required
documents to Harris Trust Company of New York, as Depositary (the
"Depositary"), at its address set forth on the back cover of this Statement,
or (b) in the case of a beneficial owner who holds Notes in book-entry form,
request such beneficial owner's broker, dealer, commercial bank, trust company
or other nominee to effect the transaction on behalf of such beneficial owner.
See Item 7, "Procedures for Tendering Notes and Delivering Consents."
Any Holder who desires to tender Notes but who cannot comply with the
procedures set forth herein for tender on a timely basis or whose certificates
for Notes are not immediately available, may nevertheless tender the Notes by
following the procedures for guaranteed delivery set forth under Item 7,
"Procedures for Tendering Notes and Delivering Consents--Guaranteed Delivery."
The procedures for guaranteed delivery of Notes will not operate to effect the
timely delivery of the related Consent for purposes of determining eligibility
to receive a Consent Payment.
The Depository Trust Company ("DTC") has authorized DTC participants that
hold Notes on behalf of beneficial owners of Notes through DTC to tender their
Notes as if they were Holders. To effect such a tender, DTC participants
should transmit their acceptance to DTC through the DTC Automated Tender Offer
Program ("ATOP"), for which the transaction will be eligible, and follow the
procedure for book-entry transfer set forth in Item 7, "Procedures for
Tendering Notes and Delivering Consents." NOTWITHSTANDING THE TENDER OF NOTES
BY A HOLDER PURSUANT TO ATOP, IN ORDER TO VALIDLY DELIVER A CONSENT WITH
RESPECT TO NOTES TRANSFERRED PURSUANT TO ATOP ON OR PRIOR TO THE CONSENT
EXPIRATION DATE (AND THEREBY MAKE A VALID TENDER OF SUCH NOTES), DTC
PARTICIPANTS USING ATOP MUST ALSO PROPERLY COMPLETE AND EXECUTE THE CONSENT
AND LETTER OF TRANSMITTAL AND TIMELY DELIVER IT TO THE DEPOSITARY. A
beneficial owner of Notes that are held of record by a broker, dealer,
commercial bank, trust company or other nominee must instruct such broker,
dealer, commercial bank, trust company or other nominee to tender the Notes
and deliver the related Consents on the beneficial owner's behalf. See Item 7,
"Procedures for Tendering Notes and Delivering Consents."
Tendering Holders will not be obligated to pay brokerage fees or commissions
or the fees and expenses of the Dealer Manager, the Information Agent or the
Depositary. See Item 11, "The Dealer Manager, the Information Agent and the
Depositary."
Questions and requests for assistance may be directed to MacKenzie Partners,
Inc., the Information Agent, or Chase Securities Inc., the Dealer Manager, at
their respective addresses and telephone numbers set forth on the back cover
of this Statement. Additional copies of this Statement, the Consent and Letter
of Transmittal, the Notice of Guaranteed Delivery and other related materials
may be obtained from the Information Agent. Beneficial owners may also contact
their brokers, dealers, commercial banks or trust companies through which they
hold the Notes with questions and requests for assistance.
THIS STATEMENT CONSTITUTES NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION
OF CONSENTS IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM
WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE
SECURITIES OR BLUE SKY LAWS. THE DELIVERY OF THIS STATEMENT SHALL NOT UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN
NO CHANGE IN THE INFORMATION SET FORTH HEREIN OR IN ANY ATTACHMENTS HERETO OR
IN THE AFFAIRS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES SINCE
THE DATE HEREOF.
NEITHER THE COMPANY NOR THE DEALER MANAGER MAKE ANY RECOMMENDATION AS TO
WHETHER HOLDERS SHOULD TENDER NOTES PURSUANT TO THE OFFER OR PROVIDE CONSENTS
TO THE PROPOSED AMENDMENTS.
-iv-
<PAGE>
AVAILABLE INFORMATION
The Company is presently subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports and other information
can be inspected and copied at the Public Reference Section of the Commission
located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C.
20549 and at regional public reference facilities maintained by the Commission
located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at prescribed rates. Such material may also be
accessed electronically by means of the Commission's home page on the Internet
(http://www.sec.gov). Such reports and other information may also be inspected
and copied at the offices of the New York Stock Exchange, Inc. (the "NYSE"),
20 Broad Street, New York, New York 10005.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.
1-14330) pursuant to the Exchange Act are incorporated herein by reference and
shall be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 28, 1996; and
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 29, 1997.
All documents and reports filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Statement and on or prior to the earlier of the Payment Date or
termination of the Offer and Solicitation shall be deemed incorporated herein
by reference and shall be deemed to be a part hereof from the date of filing
of such documents and reports. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Statement to the extent that
a statement contained herein or in any subsequently filed document or report
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Statement.
The Company will provide without charge to each person to whom this
Statement is delivered, upon the written request of such person, a copy of any
or all of the documents which are incorporated by reference herein, other than
exhibits to such documents which are not specifically incorporated by
reference herein. Requests should be directed to the Information Agent or the
Dealer Manager at their respective addresses set forth on the back cover page
hereof. The information relating to the Company contained in this Statement
does not purport to be complete and should be read together with the
information contained in the incorporated documents.
No person has been authorized to give any information or to make any
representation not contained in this Statement and, if given or made, such
information or representation may not be relied upon as having been authorized
by the Company, the Dealer Manager, the Depositary, or the Information Agent.
Neither the delivery of this Statement nor any purchase hereunder shall, under
any circumstances, create any implication that the information herein is
correct as of any time subsequent to the date hereof, or that there has been
no change in the affairs of the Company as of such date.
-v-
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
SUMMARY.................................................................. 1
1. Terms of the Offer and the Solicitation............................. 6
2. Certain Significant Considerations.................................. 9
3. Purpose of the Offer and the Solicitation........................... 9
4. Certain Information Concerning the Company and the Notes............ 10
5. Proposed Amendments................................................. 10
Acceptance for Payment and Payment for Notes; Acceptance of
6. Consents............................................................ 12
7. Procedures for Tendering Notes and Delivering Consents.............. 13
8. Withdrawal of Tenders and Revocation of Consents.................... 16
9. Conditions to the Offer............................................. 17
10. Certain U.S. Federal Income Tax Consequences........................ 19
11. The Dealer Manager, the Information Agent and the Depositary........ 20
12. Fees and Expenses................................................... 21
13. Source and Amount of Funds.......................................... 21
14. Miscellaneous....................................................... 21
Schedule I: Formula for calculation of Tender Offer Consideration and
Total Consideration..................................................... 23
Schedule II: Hypothetical illustration of the calculation of Tender Offer
Consideration and Total Consideration........................... 24
</TABLE>
-vi-
<PAGE>
SUMMARY
The following summary is qualified in its entirety by the more detailed
information appearing elsewhere or incorporated by reference in this Statement
and the Consent and Letter of Transmittal. Capitalized terms have the meanings
assigned to them elsewhere in this Statement.
The Company..................... Polymer Group, Inc., a Delaware corporation,
is a leading worldwide manufacturer of woven
and nonwoven polyolefin products, including
medical, wiping, hygiene, and industrial and
specialty products. See Item 4, "Certain
Information Concerning the Company and the
Notes."
The Notes....................... The Offer and the Solicitation are being made
with respect to the Company's 12 1/4% Senior
Notes due 2002. See Item 4, "Certain
Information Concerning the Company and the
Notes."
The Offer....................... The Company is offering to purchase for cash
from each Holder, upon the terms and subject
to the conditions described herein, any and
all outstanding Notes. The consideration for
Notes tendered pursuant to the Offer shall be
equal to (i) the present value on the Payment
Date of $1,061.25 per $1,000 principal amount
of Notes, determined on the basis of the
Tender Offer Yield to the Earliest Redemption
Date of July 15, 1998 equal to the sum of (x)
the yield 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, the tenth
business day immediately preceding the
scheduled Tender Offer Expiration Date plus
(y) 75 basis points, minus (ii) $10.00 per
$1,000 principal amount of Notes. Each
tendering Holder will also receive unpaid
interest up to, but not including, the
Payment Date. Holders who tender Notes
pursuant to the Offer prior to the Consent
Expiration Date are obligated to Consent to
the Proposed Amendments. The completion,
execution and delivery of a Consent and
Letter of Transmittal in connection with the
tender of Notes pursuant to the Offer on or
prior to the Consent Expiration Date is
required to effectuate the delivery of
Consents with respect to the Notes tendered.
Holders may not deliver Consents in the
Solicitation without tendering their Notes in
the Offer. See Item 1, "Terms of the Offer
and the Solicitation."
The Solicitation................ Upon the terms and subject to the conditions
described herein, the Company is soliciting
the Consents of Holders of Notes to the
Proposed Amendments to the Indenture. Each
Holder who Consents to the Proposed
Amendments prior to the Consent Expiration
Date shall be entitled to a Consent Payment
in the amount of 1% of the principal amount
($10.00 per $1,000 principal amount) of Notes
with respect to which Consents are delivered.
Each Holder who tenders Notes pursuant to the
Offer on or prior to the Consent Expiration
Date is obligated to Consent to the Proposed
Amendments, and the completion,
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<PAGE>
execution and delivery of a Consent and
Letter of Transmittal in connection with such
a Holder's tender of Notes on or prior to the
Consent Expiration Date is required to
effectuate the delivery of Consents with
respect to the Notes tendered. Holders may
not deliver Consents in the Solicitation
without tendering their Notes in the Offer.
The Company intends to effect the Proposed
Amendments by executing a Supplemental
Indenture immediately following the Consent
Expiration Date, assuming that the Requisite
Consents have been received. Although the
Supplemental Indenture reflecting the
Proposed Amendments will become effective
upon execution by the Company and the Trustee
immediately following the Consent Expiration
Date (assuming the Requisite Consents have
been received), the Proposed Amendments will
not become operative until Notes are accepted
for purchase by the Company pursuant to the
Offer, and the Consent Payment will not be
due and payable to those Holders who deliver
Consents prior to the Consent Expiration Date
until the Payment Date. See Item 1, "Terms of
the Offer and the Solicitation," Item 5,
"Proposed Amendments" and Item 6, "Acceptance
for Payment and Payment of Notes; Acceptance
of Consents."
Expiration...................... The Solicitation will expire at 5:00 p.m.,
New York City time, on Wednesday, June 18,
1997, or on the first date thereafter that
the Company receives the Requisite Consents,
unless extended. The Offer will expire at
12:00 midnight, New York City time, on
Wednesday, July 2, 1997, unless extended. See
Item 1, "Terms of the Offer and the
Solicitation."
Purpose of the Offer and the The principal purpose of the Offer is to
Solicitation.................... acquire all outstanding Notes and reduce the
Company's aggregate amount of outstanding
senior indebtedness. The purpose of the
Solicitation is to eliminate all of the
restrictive covenants, certain event of
default provisions and certain other
provisions from the Indenture in order to,
together with the Offer, enhance the
operating and financial flexibility of the
Company. See Item 3, "Purpose of the Offer
and the Solicitation."
Conditions to the Offer......... The Offer is conditioned upon (a) the
Supplemental Indenture Condition, (b) the
Bank Condition, (c) the Financing Condition,
and (d) the General Conditions. See Item 9,
"Conditions to the Offer."
Requisite Consents.............. The aggregate outstanding principal amounts
of the Notes is $100.0 million. The Proposed
Amendments require the Consent of Holders of
at least a majority of the aggregate
principal amount of Notes outstanding.
Accordingly, the Proposed Amendments require
the Consent of Holders of Notes in an
aggregate principal amount in excess of $50.0
million. See Item 5, "Proposed Amendments."
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<PAGE>
The Proposed Amendments......... The covenants in the Indenture set forth
under the headings "Limitation on
Indebtedness," "Limitation on Restricted
Payments," "Limitation on Transactions with
Affiliates," "Limitation on Certain
Subordinated Indebtedness," "Limitation on
Liens," "Limitation on Restricted Subsidiary
Capital Stock," and "Limitation on Dividends
and other Payment Restrictions Affecting
Restricted Subsidiaries" would be eliminated
from the Indenture. Such covenants, among
other things, generally limit the Company's
ability to (i) incur debt, (ii) permit
certain subsidiaries of the Company to incur
debt or issue preferred stock, (iii) declare
or pay certain dividends or make similar
distributions, or permit certain subsidiaries
of the Company to do the same, (iv) consent
to any encumbrance on the ability of certain
subsidiaries of the Company to pay dividends
or make loans to the Company, (v) incur
certain subordinated indebtedness, (vi) enter
into transactions with affiliates, or permit
certain subsidiaries of the Company to do the
same, and (vii) create liens on assets of the
Company or permit certain subsidiaries of the
Company to do the same. See Item 5, "Proposed
Amendments."
Withdrawal Rights............... Tenders of Notes pursuant to the Offer may be
withdrawn at any time prior to the Tender
Offer Expiration Date, upon compliance with
the procedures described herein. Tenders of
Notes may also be withdrawn if the Offer is
terminated without any Notes being purchased
thereunder. A withdrawal of tendered Notes
prior to the Consent Expiration Date shall be
deemed a revocation of the related Consent.
Consents may be revoked at any time prior to
the Consent Expiration Date, but are
thereafter irrevocable. Valid revocation of
Consents will render a tender of Notes prior
to the Consent Expiration Date defective,
and, unless the Company waives such defect
(or unless the Notes are withdrawn and re-
tendered), the tendering Holder will not be
eligible to receive the Tender Offer
Consideration with respect to such Notes. See
Item 8, "Withdrawal of Tenders and Revocation
of Consents."
Source of Funds................. Assuming 100% of the outstanding principal
amount of Notes is tendered and accepted for
payment, approximately $112 million is
required to pay the Total Consideration in
connection with the Offer and the
Solicitation. Such funds will be obtained by
the Company from the proceeds of the Private
Placement. See Item 13, "Source and Amount of
Funds."
Untendered Notes................ Notes not tendered and purchased pursuant to
the Offer will remain outstanding. If the
Requisite Consents are received and the
Proposed Amendments become operative pursuant
to the Supplemental Indenture, such Notes
will not have the benefits of the restrictive
covenants that will be eliminated from the
Indenture by the Proposed Amendments. In
addition, as a
3
<PAGE>
result of the consummation of the Offer, the
aggregate principal amount of the Notes that
are outstanding will be significantly
reduced, which may adversely affect the
liquidity and, consequently, the market price
for the Notes, if any, that remain
outstanding after consummation of the Offer.
See Item 2, "Certain Significant
Considerations."
Holders who tender only a portion of their
Notes pursuant to the Offer will be issued
Notes equal in principal amount to the
unpurchased portion of the Notes surrendered.
Procedures for Tendering Notes
and Delivering Consents.........
Any Holder desiring to tender Notes pursuant
to the Offer and/or deliver Consents pursuant
to the Solicitation should either (a) in the
case of a Holder who holds physical
certificates evidencing such Notes, complete
and sign the enclosed Consent and Letter of
Transmittal (or a manually signed facsimile
thereof) in accordance with the instructions
set forth therein, have the signature thereon
guaranteed if required by Instruction 1 of
the Letter of Transmittal, and send or
deliver such manually signed Consent and
Letter of Transmittal (or such manually
signed facsimile), together with the
certificates evidencing the Notes being
tendered and any other required documents to
the Depositary, or (b) in the case of Holders
who hold Notes in book-entry form, request
his or her broker, dealer, commercial bank,
trust company or other nominee to effect the
transaction for him or her. Beneficial owners
of Notes that are registered in the name of a
broker, dealer, commercial bank, trust
company or other nominee must contact such
broker dealer, commercial bank, trust company
or other nominee if they desire to tender
their Notes and deliver Consents.
Holders of Notes who are tendering by book-
entry transfer to the Depositary's account at
DTC can execute the tender through ATOP, for
which the transaction will be eligible. DTC
participants that are accepting the Offer
must transmit their acceptance to DTC, which
will verify the acceptance and execute a
book-entry delivery to the Depositary's
account at DTC. DTC will then send an Agent's
Message to the Depositary for its acceptance.
Delivery of the Agent's Message by DTC will
satisfy the terms of the Offer as to the
tender of Notes; however, any such Holders
tendering on or prior to the Consent
Expiration Date must also execute and deliver
a Consent and Letter of Transmittal. To
receive the Consent Payment, each Holder
(including any Holder tendering Notes through
ATOP) must deliver or cause to be delivered a
completed and properly executed Consent and
Letter of Transmittal and any other required
documents to the Depositary on or prior to
the Consent Expiration Date.
4
<PAGE>
A Holder who desires to tender Notes pursuant
to the Offer and who cannot comply with the
procedures set forth herein for tender or
delivery on a timely basis or whose Notes are
not immediately available may tender such
Notes pursuant to the procedures for
guaranteed delivery set forth herein. See
Item 7, "Procedures for Tendering Notes and
Delivering Consents."
Acceptance of Tendered Notes Upon the terms of the Offer and the
and Payment..................... Solicitation and upon satisfaction or waiver
of the conditions thereto, the Company will
accept for purchase Notes validly tendered
(and not properly withdrawn) on or prior to
the Tender Offer Expiration Date. Only
Holders who validly tender Notes (including a
properly completed, executed and delivered
Consent) on or prior to the Consent
Expiration Date (and do not withdraw such
tender and revoke such Consent) will receive
the Total Consideration, which includes the
Consent Payment. Payment of the Total
Consideration or the Tender Offer
Consideration, as applicable, for Notes
validly tendered and accepted for payment,
will be made by deposit of such amounts, as
applicable, with the Depositary who, in each
case, will act as agent for the tendering and
consenting Holders for the purpose of
receiving payments from the Company and
transmitting such payments to the tendering
and consenting Holders. Such payments are
expected to be made on the Payment Date,
promptly following the acceptance of the
Notes by the Company pursuant to the Offer.
See Item 6, "Acceptance for Payment and
Payment for Notes; Acceptance of Consents."
Certain Tax Considerations...... Holders of Notes should consider certain U.S.
federal income tax consequences of the Offer
and the Solicitation. See Item 10, "Certain
U.S. Federal Income Tax Consequences."
Certain Significant Holders of Notes should consider certain
Considerations.................. significant considerations relevant to the
Offer and the Solicitation. See Item 2,
"Certain Significant Considerations."
The Dealer Manager, the
Information Agent and the
Depositary......................
Chase Securities Inc. has been retained as
Dealer Manager in connection with the Offer
and the Solicitation. In such capacities, the
Dealer Manager may contact Holders regarding
the Offer and the Solicitation and may
request brokers, dealers, commercial banks,
trust companies and other nominees to forward
this Statement and related materials to
beneficial owners of Notes. The Depositary is
Harris Trust Company of New York. MacKenzie
Partners, Inc. has been retained as the
Information Agent in connection with the
Offer and the Solicitation. The respective
addresses and telephone numbers of the Dealer
Manager, the Depositary and the Information
Agent are set forth on the back cover of this
Statement. See Item 11, "The Dealer Manager,
the Information Agent and the Depositary."
5
<PAGE>
TO HOLDERS OF THE 12 1/4% SENIOR NOTES DUE 2002 OF POLYMER GROUP, INC.:
THIS STATEMENT AND THE RELATED CONSENT AND LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE OFFER AND THE SOLICITATION.
1.TERMS OF THE OFFER AND THE SOLICITATION.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension
or amendment) set forth herein and in the accompanying Consent and Letter of
Transmittal, the Company is offering to purchase for cash all of its
outstanding Notes at a price equal to (i) the present value on the Payment
Date (as defined herein) of $1,061.25 per $1,000 principal amount of Notes
(the amount payable on July 15, 1998, which is the first date on which the
Notes are redeemable (the "Earliest Redemption Date")), determined on the
basis of a yield (the "Tender Offer Yield") to the Earliest Redemption Date
equal to the sum of (x) the yield on the 8 1/4% U.S. Treasury Note due July
15, 1998 (the "Reference Security"), as calculated by the Dealer Manager in
accordance with standard market practice, based on the bid price for such
Reference Security as of 2:00 p.m., New York City Time, on June 18, 1997, the
tenth (10th) business day immediately preceding the scheduled Tender Offer
Expiration Date (the "Price Determination Date"), as displayed on the
Bloomberg Government Pricing Monitor on "Page PX4" (the "Bloomberg Page") (or,
if any relevant price is not available on a timely basis on the Bloomberg Page
or is manifestly erroneous, such other recognized quotation source as the
Dealer Manager shall select in its sole discretion) plus (y) 75 basis points,
the fixed spread (the "Fixed Spread") (such price being rounded to the nearest
cent per $1,000 principal amount of Notes), minus (ii) $10.00 per $1,000
principal amount of Notes, which is equal to the Consent Payment referred to
below (such amount, the "Tender Offer Consideration"), plus accrued and unpaid
interest to, but not including, the Payment Date (as defined herein). In the
event the Offer is extended for any period of time longer than ten (10)
business days from the previously scheduled Tender Offer Expiration Date, a
new Price Determination Date will be established. Payment of the Total
Consideration (i.e., the Tender Offer Consideration plus the Consent Payment)
or the Tender Offer Consideration, as applicable, for Notes validly tendered
and accepted for payment shall be made promptly following the Tender Offer
Expiration Date (the "Payment Date").
Although the Tender Offer Yield on the applicable Reference Security on the
Price Determination Date will be determined only from the source noted above,
information regarding the closing yield for the Reference Security may also be
found in The Wall Street Journal. The yield on the Reference Security for the
Notes as of 2:00 p.m., New York City time, on June 4, 1997 was 5.88%.
Accordingly, if such yield was determined to be the yield on the Reference
Security at the Price Determination Date, and July 3, 1997 was the Payment
Date for the Notes, the Tender Offer Yield, the Tender Offer Consideration and
the Total Consideration per $1,000 principal amount of Notes would be 6.63%,
$1,102.44 and $1,112.44, respectively. A hypothetical illustration of the
calculation of the Tender Offer Consideration and the Total Consideration for
the Notes demonstrating the application of the assumptions and methodologies
to be used in pricing the Offer is set forth in Schedule II hereto.
If at any time following a Price Determination Date, the Company extends the
Offer for any period of not more than ten (10) business days, the Total
Consideration and the Tender Offer Consideration, as applicable, for each Note
tendered pursuant to the Offer on or prior to the Consent Expiration Date or
the Tender Offer Expiration Date, as applicable, shall remain the Total
Consideration or Tender Offer Consideration, as applicable, as determined on
such Price Determination Date. If, however, the Company extends the Offer for
any period longer than ten (10) business days from the previously scheduled
Tender Offer Expiration Date based upon which such Price Determination Date
has been established, a new Price Determination Date shall be established
(such new Price Determination Date to be the tenth (10th) business day
immediately preceding the Tender Offer Expiration Date as so extended) and the
Total Consideration and the Tender Offer Consideration for each Note tendered
pursuant to the Offer on or prior to the Consent Expiration Date or the Tender
Offer Expiration Date, as applicable, shall be calculated based on the Tender
Offer Yield as of such new Price Determination Date. In
6
<PAGE>
either case, a Holder who tenders Notes after the Consent Expiration Date will
be entitled to receive, if Notes are accepted for payment pursuant to the
Offer, only the Tender Offer Consideration for the Notes so tendered.
Promptly after the Price Determination Date, but in any event before 9:00
a.m., New York City time, on the following business day, the Company will
publicly announce the pricing information referred to above by press release
to the Dow Jones News Service.
Prior to 2:00 p.m., New York City time, on the Price Determination Date,
holders may obtain hypothetical quotes of the yield on the Reference Security
(calculated as of a then recent time) and the resulting hypothetical Tender
Offer Consideration and the Total Consideration by contacting the Dealer
Manager at its telephone numbers set forth on the back cover of this
Statement. After such time on the Price Determination Date, holders may
ascertain the actual yield on the Reference Security as of the Price
Determination Date and the resulting actual Tender Offer Consideration and
Total Consideration by contacting the Dealer Manager at its telephone numbers
set forth on the back cover of this Statement.
Because the Tender Offer Consideration and the Total Consideration prior to
the Price Determination Date are based on a fixed spread pricing formula that
is linked to the yield on a Reference Security, the actual amount of cash that
will be received by a tendering Holder pursuant to the Offer will be affected
by changes in such yield during the term of the Offer prior to such Price
Determination Date. After the Price Determination Date when the Tender Offer
Consideration and the Total Consideration are no longer linked to the
Reference Security, the actual amount of cash that will be received by a
tendering Holder pursuant to the Offer will be known and holders will be able
to ascertain the Tender Offer Consideration and the Total Consideration in the
manner described above, unless the Offer is extended for a period longer than
ten (10) business days.
Upon the terms and subject to the conditions of the Solicitation (including,
if the Solicitation is extended or amended, the terms and conditions of any
such extension or amendment), the Company also is soliciting Consents to the
Proposed Amendments to the Indenture from Holders, and is offering to pay to
each Holder who consents to the Proposed Amendments on or prior to the Consent
Expiration Date, a Consent Payment in cash in respect of Notes for which
Consents have been validly delivered and not validly revoked on or prior to
the Consent Expiration Date, with such payment to be made promptly following
the Tender Offer Expiration Date if, but only if, the Notes are accepted for
payment pursuant to the terms of the Offer. Holders who desire to tender their
Notes pursuant to the Offer and to receive the Total Consideration are
required to validly tender such Notes and consent to the Proposed Amendments
on or prior to the Consent Expiration Date. The completion, execution and
delivery of the Consent and Letter of Transmittal by a Holder in connection
with the tender of Notes will constitute the Consent of the tendering Holder
to the Proposed Amendments with respect to such Notes. If a Holder's Notes are
not properly tendered pursuant to the Offer on or prior to the Consent
Expiration Date, such Holder will not receive the Consent Payment, even though
the Proposed Amendments will be effective as to all Notes that are not
purchased in the Offer. The Company is not soliciting and will not accept
Consents to the Proposed Amendments from Holders who are not also tendering
their Notes pursuant to the Offer.
If the Notes are accepted for payment pursuant to the Offer, Holders who
validly tender Notes pursuant to the Offer on or prior to the Consent
Expiration Date and do not withdraw such tender or revoke such Consent on or
prior to the Consent Expiration Date will receive the Total Consideration,
which is equal to the Tender Offer Consideration plus the Consent Payment.
Holders who validly tender Notes and deliver Consents pursuant to the Offer on
or prior to the Consent Expiration Date may not thereafter revoke such Consent
after the Consent Expiration Date. Holders who validly tender their Notes
after the Consent Expiration Date will receive only the Tender Offer
Consideration and not the Consent Payment.
Holders may not deliver Consents without tendering their Notes in the Offer,
and may not revoke Consents on or prior to the Consent Expiration Date without
withdrawing the previously tendered Notes to which such Consent relates.
Holders may not withdraw previously tendered Notes on or prior to the Consent
Expiration Date without revoking the previously delivered Consents to which
such tender relates. Consents may not be revoked
7
<PAGE>
after the Consent Expiration Date. Tenders of Notes may be withdrawn at any
time prior to the Tender Offer Expiration Date.
All Notes validly tendered in accordance with the procedures set forth under
Item 7, "Procedures for Tendering Notes and Delivering Consents," and not
withdrawn in accordance with the procedures set forth under Item 8,
"Withdrawal of Tenders and Revocation of Consents," on or prior to the Tender
Offer Expiration Date will, upon the terms and subject to the conditions
hereof, including satisfaction of the Supplemental Indenture Condition, the
Bank Condition, the Financing Condition and the General Conditions, be
accepted for payment by the Company, and payments will be made therefor,
promptly after the Tender Offer Expiration Date on the Payment Date.
The Company and the Trustee intend to execute the Supplemental Indenture
promptly after the Consent Expiration Date, but the elimination of the
covenants set forth in the Supplemental Indenture will not become operative
unless and until the Notes are accepted for purchase by the Company pursuant
to the Offer, which is expected to occur promptly after the later of (a) the
Tender Offer Expiration Date or (b) subject to Rule 14e-1 under the Exchange
Act, as amended (the "Exchange Act"), the satisfaction or waiver of the
conditions to the Offer described herein. If the Offer is terminated or
withdrawn, or the Notes are not accepted for payment, the Supplemental
Indenture will not become operative, and no Tender Offer Consideration,
Consent Payment or Total Consideration will be paid or payable. If any
tendered Notes are not purchased pursuant to the Offer for any reason, or
certificates are submitted evidencing more Notes than are tendered, such Notes
not purchased will be returned, without expense, to the tendering Holder (or,
in the case of Notes tendered by book-entry transfer, such Notes will be
credited to the account maintained at DTC from which such Notes were
delivered) unless otherwise requested by such Holder under "Special Delivery
Instructions" in the Consent and Letter of Transmittal, promptly following the
Tender Offer Expiration Date or termination of the Offer.
IF THE REQUISITE CONSENTS ARE RECEIVED AND THE SUPPLEMENTAL INDENTURE HAS
BECOME OPERATIVE, THE PROPOSED AMENDMENTS WILL BE BINDING ON ALL NON-TENDERING
HOLDERS OF NOTES. ACCORDINGLY, CONSUMMATION OF THE OFFER AND THE ADOPTION OF
THE PROPOSED AMENDMENTS MAY HAVE ADVERSE CONSEQUENCES FOR HOLDERS WHO ELECT
NOT TO TENDER IN THE OFFER. SEE ITEM 2, "CERTAIN SIGNIFICANT CONSIDERATIONS."
The Company's obligation to accept, and pay for, Notes validly tendered
pursuant to the Offer is conditioned upon satisfaction of (a) the Supplemental
Indenture Condition, (b) the Bank Condition, (c) the Financing Condition and
(d) the General Conditions. Consent Payments to Holders who have validly
consented to (and not revoked) the Proposed Amendments on or prior to the
Consent Expiration Date are conditioned upon the Company's acceptance of Notes
for purchase pursuant to the Offer. Subject to applicable securities laws and
the terms and conditions set forth in this Statement, the Company reserves the
right, on or prior to the Tender Offer Expiration Date, (i) to waive any and
all conditions to the Offer or the Solicitation, (ii) to extend or terminate
the Offer or the Solicitation or (iii) to otherwise amend the Offer or the
Solicitation in any respect. See Item 9, "Conditions to the Offer." The rights
reserved by the Company in this paragraph are in addition to the Company's
rights to terminate the Offer described under Item 9, "Conditions to the
Offer." Any extension, amendment or termination will be followed promptly by
public announcement thereof, the announcement in the case of an extension of
the Offer to be issued no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Tender Offer Expiration Date.
Without limiting the manner in which any public announcement may be made, the
Company shall have no obligation to publish, advertise or otherwise
communicate any such public announcement other than by issuing a release to
the Dow Jones News Service.
If the Company extends the Offer, or if, for any reason, the acceptance for
payment of, or the payment for, Notes is delayed or if the Company is unable
to accept for payment or pay for Notes pursuant to the Offer, then, without
prejudice to the Company's rights under the Offer, the Depositary may retain
tendered Notes on behalf of the Company, and such Notes may not be withdrawn
except to the extent tendering Holders are entitled to withdrawal rights as
described in Item 8, "Withdrawal of Tenders and Revocation of Consents."
However, the ability of the Company to delay the payment for Notes which the
Company has accepted for payment is limited by Rule 14e-1(c) under the
Exchange Act, which requires that a bidder pay the consideration offered or
return
8
<PAGE>
the securities deposited by or on behalf of holders of securities promptly
after the termination or withdrawal of a tender offer.
If the Company makes a material change in the terms of the Offer or the
Solicitation or the information concerning the Offer or the Solicitation, the
Company will disseminate additional offering materials and extend such Offer
or, if applicable, the Solicitation, to the extent required by law. If the
Solicitation is amended on or prior to the Consent Expiration Date in a manner
determined by the Company to constitute a material adverse change to the
Holders of the Notes, the Company promptly will disclose such amendment and,
if necessary, extend the Solicitation for a period deemed by the Company to be
adequate to permit Holders of the Notes to withdraw their Notes and revoke
their Consents. In addition, if the consideration to be paid in the Offer is
increased or decreased or the principal amount of Notes subject to the Offer
is decreased, the Offer will remain open at least 10 business days from the
date the Company first gives notice to Holders, by public announcement or
otherwise, of such increase or decrease. See Item 8, "Withdrawal of Tenders
and Revocation of Consents."
2.CERTAIN SIGNIFICANT CONSIDERATIONS.
The following considerations, in addition to the other information described
elsewhere in this Statement, should be carefully considered by each Holder
before deciding whether to participate in the Offer and the Solicitation.
Effects of the Proposed Amendments. If the Proposed Amendments become
effective, Holders of Notes that are not tendered and purchased pursuant to
the Offer will no longer be entitled to the benefits of substantially all of
the covenants contained in the Indenture which will be eliminated by the
Proposed Amendments. The Indenture, as amended with respect to the Notes, will
continue to govern the terms of all Notes that remain outstanding after the
consummation of the Offer. The elimination of these covenants and other
provisions would permit the Company to take certain actions previously
prohibited that could increase the credit risks with respect to the Company,
adversely affect the market price and credit rating of the remaining Notes or
otherwise be materially adverse to the interests of Holders, which would
otherwise not have been permitted pursuant to the Indenture. See Item 5,
"Proposed Amendments."
Limited Trading Market. The Notes were issued in 1994 and are not listed on
any national or regional securities exchange. To the Company's knowledge, the
Notes are traded infrequently in transactions arranged through brokers.
Quotations for securities that are not widely traded, such as the Notes, may
differ from actual trading prices and should be viewed as approximations.
Holders are urged to contact their brokers with respect to current information
regarding the Notes. To the extent that Notes are tendered and accepted in the
Offer, any existing trading market for the remaining Notes may become more
limited. A debt security with a smaller outstanding principal amount available
for trading (a smaller "float") may command a lower price than would a
comparable debt security with a greater float. The reduced float may also make
the trading price of the Notes that are not tendered and accepted for payment
more volatile. Consequently, the liquidity, market value and price volatility
of Notes which remain outstanding may be adversely affected. Holders of
unpurchased Notes may attempt to obtain quotations for the Notes from their
brokers; however, there can be no assurance that any trading market will exist
for the Notes following consummation of the Offer. The extent of the public
market for the Notes following consummation of the Offer will depend upon the
number of Holders remaining at such time, the interest in maintaining a market
in such Notes on the part of securities firms and other factors.
3.PURPOSE OF THE OFFER AND THE SOLICITATION.
The purpose of the Offer, which is conditioned upon, among other things, the
satisfaction of the Supplemental Indenture Condition, the Bank Condition, the
Financing Condition and the General Conditions, is to reduce the Company's
aggregate amount of outstanding senior indebtedness. The purpose of the
Solicitation and the Proposed Amendments is to eliminate substantially all of
the covenants contained in the Indenture, and, together with the Offer, to
enhance the operating and financial flexibility of the Company. If the
Requisite
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Consents are not obtained with respect to the Notes, the covenants currently
contained in the Indenture will continue to be in effect.
The Company expressly reserves the absolute right, in its sole discretion,
from time to time to purchase any Notes after the Tender Offer Expiration
Date, through open market or privately negotiated transactions, one or more
additional tender or exchange offers or otherwise on terms that may differ
materially from the terms of the Offer.
4.CERTAIN INFORMATION CONCERNING THE COMPANY AND THE NOTES.
The Company. The Company is a leading worldwide manufacturer and marketer of
a broad range of nonwoven and woven polyolefin products. The Company's
principal lines of business include industrial and specialty products and
disposable wiping, medical and hygiene products. The Company believes that it
is the fourth largest producer of nonwovens in the world and that it employs
the most extensive range of nonwoven technologies of any nonwovens producer.
The Company operates thirteen manufacturing facilities located in five
countries and is currently the only nonwovens producer that utilizes all of
the established nonwoven process technologies. The Company also believes that
it is the largest producer of woven polyethylene fabrics in North America.
The Company supplies nonwovens to a number of the largest consumer products
manufacturers in the world and specifically targets market niches with high
value-added products for these customers. The Company has a global presence
with an established customer base in the three major developed markets of
North America, Europe and Japan, as well as developing markets such as Latin
America. The Company's products are sold principally to converters that
manufacture a wide range of end-use products, such as hospital surgical gowns
and drapes, wound care sponges, multi-use wiping cloths and towels, flexible
industrial packaging, filtration media, battery separators, diapers, feminine
hygiene products and automotive insulation products. The Company supplies
nonwovens to customers such as Johnson & Johnson for medical and hygiene
products, Procter & Gamble for Pampers(R) and Luvs(R) diapers, Confab for
hygiene products, and Paragon Trade Brands for private label diapers.
Management has built the Company through a series of strategic business
acquisitions that have broadened the Company's technology base and increased
its product lines. The Company's strategic acquisitions have helped it to
establish strong positions in both the nonwoven and woven polyolefin fabric
markets. Synergies realized through these acquisitions have enabled the
Company to better meet the needs of existing customers, to reach emerging
geographic markets and to exploit niche market opportunities through customer-
interactive specialty product development. On May 9, 1996, the Company was
restructured and recapitalized, and consummated its initial public offering of
11.5 million shares of common stock. The Company's common stock is traded on
the New York Stock Exchange, Inc. under the trading symbol "PGH." The
Company's corporate headquarters are located at 4838 Jenkins Avenue, North
Charleston, South Carolina 29405.
The Notes. The Notes were issued by the Company in 1994 in the aggregate
principal amount of $150,000,000, of which $100,000,000 remain outstanding as
of the date of this Offer. The Notes, which are unsecured senior obligations
of the Company and mature on July 15, 2002, were issued under the Indenture.
Pursuant to the Indenture, the Notes may be redeemed on or after July 15, 1998
at a price equal to 106.125% of the principal amount outstanding, and at
lesser prices in each succeeding year from that date. A copy of the Indenture
(including the related Supplemental Indentures) was filed as an exhibit to the
Company's registration statement on Form S-1 (Reg. No. 333-2424), or
incorporated by reference therein from other public filings, as appropriate,
and in a Form 8-K filed on August 14, 1996.
5.PROPOSED AMENDMENTS.
This section sets forth a brief description of the Proposed Amendments to
the Indenture for which Consents are being sought pursuant to the
Solicitation. The summaries of provisions of the Indenture set forth below are
qualified in their entirety by reference to the full and complete terms
contained in the Indenture. Capitalized
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terms appearing below but not defined in this Statement have the meanings
assigned to such terms in the Indenture.
Deletion of Covenants in the Indenture. The Proposed Amendments would delete
in their entirety the following covenants and references thereto from the
Indenture as well as the events of default related to such covenants:
SECTION 1011 . Limitation on Indebtedness. This provision currently restricts
the ability of the Company and its Restricted Subsidiaries to
incur certain Indebtedness.
SECTION 1012 . Limitation on Restricted Payments. This provision currently
restricts the ability of the Company or any Restricted
Subsidiary of the Company to make certain Restricted Payments,
including (i) dividends or distributions in respect of any
shares of Capital Stock of the Company or of any Restricted
Subsidiary, (ii) purchases, redemptions, other acquisitions or
retirements of Capital Stock of the Company, any Restricted
Subsidiary or any Affiliate (other than a Wholly Owned
Restricted Subsidiary), including options, warrants or other
rights to acquire such Capital Stock, held by persons other
than the Company or any Wholly Owned Restricted Subsidiary,
(iii) voluntary or optional principal payments, repurchases,
redemptions, defeasance, retirements or other acquisitions of
any subordinated indebtedness of the Company or of any
governmental indebtedness of Fabrene or (iv) Investments in
any Person (other than the Permitted Investments).
SECTION 1013 . Limitation on Transactions with Affiliates. This provision
currently restricts the ability of the Company and its
Subsidiaries to engage in certain transactions with
Affiliates.
SECTION 1014 . Limitation on Certain Subordinated Indebtedness. This
provision restricts the ability of the Company or any
Guarantor to incur certain subordinated indebtedness.
SECTION 1015 . Limitation on Liens. This provision currently restricts the
ability of the Company and its Restricted Subsidiaries to
create, incur, affirm or suffer to exist any Lien upon any of
its property or assets without taking certain actions.
SECTION 1018 . Limitation on Restricted Subsidiary Capital Stock. This
provision currently restricts the Company from permitting (i)
any Restricted Subsidiary of the Company directly to issue any
Capital Stock except to the Company or a Wholly Owned
Restricted Subsidiary or in certain situations where such
Capital Stock is issued prior to the issuer's becoming or
merging with a Restricted Subsidiary, or (ii) Preferred Stock
of any Restricted Subsidiary to remain outstanding.
SECTION 1019 . Limitation on Dividends and Other Payment Restrictions
Affecting Restricted Subsidiaries. This provision currently
restricts the Company and its Restricted Subsidiaries from
permitting to exist certain encumbrances or restrictions on
the ability of any Restricted Subsidiary of the Company to (i)
pay dividends or make any other distributions on its Capital
Stock, (ii) pay any Indebtedness owed to the Company or a
Restricted Subsidiary of the Company, (iii) make any
investment in the Company or a Restricted Subsidiary of the
Company or (iv) transfer any of its properties or assets to
the Company or any Restricted Subsidiary, except in certain
circumstances.
Deletion of Definitions. The Proposed Amendments would delete definitions
from the Indenture when all references to such definitions would be eliminated
as a result of the foregoing.
The Proposed Amendments with respect to the Indenture constitute a single
proposal and a consenting Holder must consent to the Proposed Amendments as an
entirety and may not consent selectively with respect to certain of the
Proposed Amendments.
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The Supplemental Indenture relating to the Indenture will be executed by the
Company and the Trustee at or promptly after the Consent Expiration Date, but
the modification or elimination of the covenants set forth in the Supplemental
Indenture will not become operative unless and until the Notes are accepted
for purchase by the Company pursuant to the Offer, which is expected to occur
promptly after the Tender Offer Expiration Date. If the Requisite Consents are
not obtained with respect to the Notes on or prior to the Consent Expiration
Date, no Supplemental Indenture relating to the Indenture will be executed or
become operative.
IF THE PROPOSED AMENDMENTS ARE ADOPTED AND THE OFFER IS CONSUMMATED, NOTES
THAT ARE NOT TENDERED, OR THAT ARE NOT ACCEPTED FOR PURCHASE PURSUANT TO THE
OFFER, WILL REMAIN OUTSTANDING, BUT WILL BE SUBJECT TO THE TERMS OF THE
INDENTURE AS MODIFIED BY THE SUPPLEMENTAL INDENTURE.
Pursuant to the terms of the Indenture, the Proposed Amendments to the
Indenture require the written consent of the Holders of not less than a
majority in aggregate principal amount of the then outstanding Notes issued
pursuant to the Indenture, excluding for such purposes any Notes owned at the
time by the Company or any of its affiliates (the "Requisite Consents").
The valid tender by a Holder of Notes pursuant to the Offer on or prior to
the Consent Expiration Date will be deemed to constitute the giving of a
Consent by such Holder to the Proposed Amendments with respect to such Notes.
The Company is not soliciting and will not accept Consents from Holders who
are not tendering their Notes pursuant to the Offer.
6.ACCEPTANCE FOR PAYMENT AND PAYMENT FOR NOTES; ACCEPTANCE OF CONSENTS.
Upon the terms and subject to the conditions of the Offer (including if the
Offer is extended or amended, the terms and conditions of any such extension
or amendment) and applicable law, the Company will purchase, by accepting for
payment, and will pay for, all Notes validly tendered (and not withdrawn)
pursuant to the Offer on or prior to the Tender Offer Expiration Date, such
payment to be made by the deposit of the Tender Offer Consideration and
Consent Payment, as applicable, in immediately available funds by the Company
on the Payment Date with the Depositary. The Depositary will act as agent for
tendering Holders for the purpose of receiving payment from the Company and
transmitting such payment to tendering Holders. Under no circumstances will
interest on the Tender Offer Consideration and the Consent Payment, as
applicable, be paid by the Company by reason of any delay on behalf of the
Depositary in making such payment.
The Company expressly reserves the right, in its sole discretion and subject
to Rule 14e-1(c) under the Exchange Act, to delay acceptance for payment of or
payment for Notes in order to comply, in whole or in part, with any applicable
law. See Item 9, "Conditions to the Offer." In all cases, payment by the
Depositary to Holders of the Tender Offer Consideration for Notes accepted for
purchase pursuant to the Offer or Consent Payments for Consents delivered on
or prior to the Consent Expiration Date will be made only after timely receipt
by the Depositary of (i) certificates representing such Notes or timely
confirmation of a book-entry transfer of such Notes into the Depositary's
account at DTC pursuant to the procedures set forth under Item 7, "Procedures
for Tendering Notes and Delivering Consents," (ii) a properly completed and
duly executed Consent and Letter of Transmittal (or manually signed facsimile
thereof) and (iii) any other documents required by the Consent and Letter of
Transmittal, as applicable.
For purposes of the Offer, validly tendered Notes (or defectively tendered
Notes for which the Company has waived such defect) will be deemed to have
been accepted for payment by the Company if, as and when the Company gives
oral or written notice thereof to the Depositary. For purposes of the
Solicitation, Consents delivered to the Depositary will be deemed to have been
accepted by the Company if, as and when (a) the Company and the Trustee
execute the Supplemental Indenture promptly after the Consent Expiration Date,
and (b) the Company has accepted the Notes for purchase pursuant to the Offer.
If any tendered Notes are not purchased pursuant to the Offer for any
reason, or certificates are submitted evidencing more Notes than are tendered,
such Notes not purchased will be returned, without expense, to the
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tendering Holder (or, in the case of Notes tendered by book-entry transfer,
such Notes will be credited to the account maintained at DTC from which such
Notes were delivered) unless otherwise requested by such Holder under "Special
Delivery Instructions" in the Consent and Letter of Transmittal, promptly
following the Tender Offer Expiration Date or termination of the Offer.
The Company reserves the right to transfer or assign, in whole at any time
or in part from time to time, to one or more of its affiliates, the right to
purchase Notes tendered pursuant to the Offer, but any such transfer or
assignment will not relieve the Company of its obligations under the Offer or
prejudice the rights of tendering Holders to receive the Tender Offer
Consideration or Consent Payments, as applicable, pursuant to the Offer and
Solicitation.
It is a condition precedent to the Company's obligation to purchase Notes
pursuant to the Offer that, among other conditions, the Supplemental Indenture
relating to the Indenture will have been executed. It is a condition
subsequent to the effectiveness of the Proposed Amendments contained in the
Supplemental Indenture that the Company accept for payment all Notes validly
tendered (and not withdrawn) pursuant to the Offer (in which event, the
Company will be obligated to promptly pay the Tender Offer Consideration or
the Total Consideration, as applicable, for the Notes so accepted). See Item
9, "Conditions to the Offer."
7.PROCEDURES FOR TENDERING NOTES AND DELIVERING CONSENTS.
HOLDERS WILL NOT BE ENTITLED TO RECEIVE THE TOTAL CONSIDERATION UNLESS THEY
BOTH TENDER THEIR NOTES PURSUANT TO THE OFFER AND DELIVER CONSENTS TO THE
PROPOSED AMENDMENTS WITH RESPECT TO SUCH NOTES ON OR PRIOR TO THE CONSENT
EXPIRATION DATE. THE TENDER OF NOTES PURSUANT TO THE OFFER AND IN ACCORDANCE
WITH THE PROCEDURES DESCRIBED BELOW WILL CONSTITUTE (I) A TENDER OF THE NOTES
AND (II) THE DELIVERY OF A CONSENT BY SUCH HOLDER WITH RESPECT TO SUCH NOTES
(IF SUCH TENDER IS ON OR PRIOR TO THE CONSENT EXPIRATION DATE). ON OR PRIOR TO
THE CONSENT EXPIRATION DATE, THE COMPANY IS NOT SOLICITING AND WILL NOT ACCEPT
CONSENTS TO THE PROPOSED AMENDMENTS FROM HOLDERS WHO ARE NOT TENDERING THEIR
NOTES PURSUANT TO THE OFFER. HOLDERS WHO TENDER AFTER THE CONSENT EXPIRATION
DATE WILL RECEIVE ONLY THE TENDER OFFER CONSIDERATION.
THE METHOD OF DELIVERY OF NOTES AND CONSENTS AND LETTERS OF TRANSMITTAL, ANY
REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING
DELIVERY THROUGH DTC AND ANY ACCEPTANCE OF AN AGENT'S MESSAGE TRANSMITTED
THROUGH ATOP, IS AT THE ELECTION AND RISK OF THE PERSON TENDERING NOTES AND
DELIVERING CONSENTS AND LETTERS OF TRANSMITTAL AND, EXCEPT AS OTHERWISE
PROVIDED IN THE CONSENT AND LETTER OF TRANSMITTAL, DELIVERY WILL BE DEEMED
MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, IT
IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, AND THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE
CONSENT EXPIRATION DATE OR TENDER OFFER EXPIRATION DATE, AS APPLICABLE, TO
PERMIT DELIVERY TO THE DEPOSITARY ON OR PRIOR TO SUCH DATE.
Tender of and Consent for Notes. The tender by a Holder of Notes and
delivery of Consents (and subsequent acceptance of such tender by the Company)
pursuant to one of the procedures set forth below will constitute a binding
agreement between such Holder and the Company in accordance with the terms and
subject to the conditions set forth herein and in the Consent and Letter of
Transmittal.
Only registered Holders are authorized to tender their Notes and deliver
their Consent to the Proposed Amendments. The procedures by which Notes may be
tendered and Consents given by beneficial owners who are not registered
Holders will depend upon the manner in which the Notes are held.
Tender of Notes Held in Physical Form. To effectively tender Notes held in
physical form (and deliver the related Consents), a properly completed Consent
and Letter of Transmittal (or a manually signed facsimile thereof) duly
executed by the Holder thereof, and any other documents required by the
Consent and Letter of Transmittal, must be received by the Depositary at its
address set forth on the back cover of this Statement on or prior to the
Consent Expiration Date or the Tender Offer Expiration Date, as applicable. A
tender of Notes may also be effected through the deposit of Notes with DTC and
making book-entry delivery as described below;
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however, a completed and executed Consent and Letter of Transmittal is still
required to effectuate the valid delivery of related Consents with respect to
such Notes. After the Consent Expiration Date, a tendering Holder may comply
with the guaranteed delivery procedure set forth below if, such Holder is
unable to tender Notes on or prior to the Tender Offer Expiration Date. The
guaranteed delivery procedure set forth below may not be used to tender Notes
or deliver Consents on or prior to the Consent Expiration Date. In order to
receive both the Consent Payment and the Tender Offer Consideration, the Notes
and the Consent and Letter of Transmittal must be received by the Depositary
on or prior to the Consent Expiration Date. Consents and Letters of
Transmittal and Notes should be sent only to the Depositary and should not be
sent to the Company, the Information Agent, the Dealer Manager or the Trustee.
Tender of Notes Held Through DTC. To effectively tender Notes (and deliver
the related Consents) that are held through DTC, DTC participants should
either (i) properly complete and duly execute the Consent and Letter of
Transmittal (or a manually signed facsimile thereof), together with any other
documents required by the Consent and Letter of Transmittal, and mail or
deliver the Consent and Letter of Transmittal and such other documents to the
Depositary, or (ii) electronically transmit their acceptance through ATOP (and
thereby tender Notes), for which the transaction will be eligible, followed by
a properly completed and duly executed Consent and Letter of Transmittal
delivered to the Depositary to effectuate the delivery of the related Consent.
Upon receipt of such Holder's acceptance through ATOP, DTC will edit and
verify the acceptance and send an Agent's Message (as defined below) to the
Depositary for its acceptance. Delivery of tendered Notes must be made to the
Depositary pursuant to the book-entry delivery procedures set forth below or
the tendering DTC participant must comply with the guaranteed delivery
procedures set forth below but such guaranteed delivery procedures may only be
used for tenders of Notes after the Consent Expiration Date.
Except as provided below, unless the Notes being tendered are deposited with
the Depositary on or prior to the Consent Expiration Date or on or prior to
the Tender Offer Expiration Date, as the case may be (accompanied by a
properly completed and duly executed Consent and Letter of Transmittal or a
properly transmitted Agent's Message), the Company may, at its option, treat
such tender as defective for purposes of the right to receive the Total
Consideration or Tender Offer Consideration, as applicable. Payment for the
Notes will be made only against deposit of the tendered Notes and delivery of
any other required documents.
Book-Entry Delivery Procedures. The Depositary will establish accounts with
respect to the Notes at DTC for purposes of the Offer within two business days
after the date of this Statement, and any financial institution that is a
participant in DTC may make book-entry delivery of the Notes by causing DTC to
transfer such Notes into the Depositary's account in accordance with DTC's
procedures for such transfer. However, although delivery of Notes may be
effected through book-entry transfer into the Depositary's account at DTC, the
Consent and Letter of Transmittal (or a manually signed facsimile thereof),
with any required signature guarantees or an Agent's Message (as defined
below) in connection with a book-entry transfer, and any other required
documents, must, in any case, be transmitted to and received by the Depositary
at one or more of its addresses set forth on the back cover of this Statement
on or prior to the Consent Expiration Date or the Tender Offer Expiration
Date, as the case may be, in connection with the tender of such Notes. Holders
tendering on or prior to the Consent Expiration Date must also consent to the
Proposed Amendments by completing, executing and timely delivering the Consent
and Letter of Transmittal (or a manually signed facsimile thereof) to the
Depositary. Holders tendering after the Consent Expiration Date but on or
prior to the Tender Offer Expiration Date may validly tender Notes by
complying with the guaranteed delivery procedure described below. Holders who
tender Notes after the Consent Expiration Date will only receive the Tender
Offer Consideration and will not be entitled to the Consent Payment. Delivery
of documents to DTC does not constitute delivery to the Depositary. The
confirmation of a book-entry transfer into the Depositary's account at DTC as
described above is referred to herein as a "Book-Entry Confirmation."
The term "Agent's Message" means a message transmitted by DTC to, and
received by, the Depositary and forming a part of the Book-Entry Confirmation,
which states that DTC has received an express acknowledgment from each
participant in DTC tendering the Notes and that such participants have
received the Consent and Letter of Transmittal and agree to be bound by the
terms of the Consent and Letter of Transmittal and the Company may enforce
such agreement against such participants.
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In order to validly deliver a Consent with respect to Notes transferred
pursuant to ATOP, a DTC participant using ATOP must also properly complete and
duly execute the Consent and Letter of Transmittal and deliver it to the
Depositary. Pursuant to authority granted by DTC, any DTC participant which
has Notes credited to its DTC account at any time (and thereby held of record
by DTC's nominee) may directly provide a Consent to the Proposed Amendments as
though it were the registered Holder by so completing, executing and
delivering the Consent and Letter of Transmittal.
Signature Guarantees. Signatures on all Consents and Letters of Transmittal
must be guaranteed by a recognized participant in the Securities Transfer
Agents Medallion Program, the New York Stock Exchange Medallion Signature
Program or the Stock Exchange Medallion Program (each a "Medallion Signature
Guarantor"), unless the Notes tendered and Consents delivered thereby are
tendered and delivered (i) by a registered Holder of Notes (or by a
participant in DTC whose name appears on a security position listing as the
owner of such Notes) who has not completed any of the boxes entitled "Special
Payment Instructions" or "Special Delivery Instructions" on the Consent and
Letter of Transmittal, or (ii) for the account of a member firm of a
registered national securities exchange, a member of the National Association
of Securities Dealers, Inc. ("NASD") or a commercial bank or trust company
having an office or correspondent in the United States (each of the foregoing
being referred to as an "Eligible Institution"). See Instruction 1 of the
Consent and Letter of Transmittal. If the Notes are registered in the name of
a person other than the signer of the Consent and Letter of Transmittal or if
Notes not accepted for payment or not tendered are to be returned to a person
other than the registered Holder, then the signature on the Consent and Letter
of Transmittal accompanying the tendered Notes must be Guaranteed by a
Medallion Signature Guarantor as described above. See Instructions 1 and 5 of
the Consent and Letter of Transmittal.
Guaranteed Delivery. If a registered Holder desires to tender Notes pursuant
to the Offer after the Consent Expiration Date and (a) certificates
representing such Notes are not immediately available, (b) time will not
permit such Holder's Consent and Letter of Transmittal, certificates
representing such Notes and all other required documents to reach the
Depositary on or prior to the Tender Offer Expiration Date, or (c) the
procedures for book-entry transfer (including delivery of an Agent's Message)
cannot be completed on or prior to the Tender Offer Expiration Date, such
Holder may nevertheless tender such Notes with the effect that such tender
will be deemed to have been received on or prior to the Tender Offer
Expiration Date if all the following conditions are satisfied:
(i) the tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by the Company herewith, or an
Agent's Message with respect to guaranteed delivery that is accepted by the
Company, is received by the Depositary on or prior to the Tender Offer
Expiration Date as provided below; and
(iii) the certificates for the tendered Notes, in proper form for
transfer (or a Book-Entry Confirmation of the transfer of such Notes into
the Depositary's account at DTC as described above), together with a
Consent and Letter of Transmittal (or manually signed facsimile thereof)
properly completed and duly executed, with any signature guarantees and any
other documents required by the Consent and Letter of Transmittal or a
properly transmitted Agent's Message, are received by the Depositary within
two business days after the date of execution of the Notice of Guaranteed
Delivery.
The Notice of Guaranteed Delivery may be sent by hand delivery, facsimile
transmission or mail to the Depositary and must include a guarantee by an
Eligible Institution in the form set forth in the Notice of Guaranteed
Delivery.
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID BY THE COMPANY BY REASON OF ANY
DELAY IN MAKING PAYMENT TO ANY PERSON USING THE GUARANTEED DELIVERY
PROCEDURES. THE TENDER OFFER CONSIDERATION FOR NOTES TENDERED PURSUANT TO THE
GUARANTEED DELIVERY PROCEDURES WILL BE THE SAME AS FOR NOTES DELIVERED TO THE
DEPOSITARY AFTER THE CONSENT EXPIRATION DATE AND ON OR PRIOR TO THE TENDER
OFFER EXPIRATION DATE, EVEN IF THE NOTES TO BE DELIVERED PURSUANT TO THE
GUARANTEED DELIVERY PROCEDURES ARE NOT SO DELIVERED TO
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THE DEPOSITARY, AND THEREFORE PAYMENT BY THE DEPOSITARY ON ACCOUNT OF SUCH
NOTES IS NOT MADE, UNTIL AFTER THE PAYMENT DATE. HOLDERS SHOULD BE AWARE THAT,
ON OR PRIOR TO THE CONSENT EXPIRATION DATE, TENDERS OF NOTES AND THE RELATED
CONSENTS CANNOT BE DELIVERED USING THE GUARANTEED DELIVERY PROCESS AND THAT
USE OF THE GUARANTEED DELIVERY PROCESS COULD RESULT IN A TENDER OF NOTES AND
THE RELATED CONSENT BEING DEFECTIVE.
Holders who tender Notes after the Consent Expiration Date will only receive
the Tender Offer Consideration and will not be entitled to the Consent
Payment. Notwithstanding any other provision hereof, payment of the Tender
Offer Consideration for Notes tendered and accepted for payment pursuant to
the Offer will, in all cases, be made only after receipt by the Depositary of
the tendered Notes (or Book-Entry Confirmation of the transfer of such Notes
into the Depositary's account at DTC as described above), and a Consent and
Letter of Transmittal (or manually signed facsimile thereof) with respect to
such Notes, properly completed and duly executed, with any signature
guarantees and any other documents required by the Consent and Letter of
Transmittal, or a properly transmitted Agent's Message.
Backup U.S. Federal Income Tax Withholding. To prevent backup U.S. federal
income tax withholding, each tendering Holder of Notes must provide the
Depositary with such Holder's correct taxpayer identification number and
certify that such Holder is not subject to backup U.S. federal income tax
withholding by completing the Substitute Form W-9 included in the Consent and
Letter of Transmittal. See Item 10, "Certain U.S. Federal Income Tax
Consequences."
Determination of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any tendered Notes
or delivery of Consents pursuant to any of the procedures described above will
be determined by the Company in the Company's sole discretion (whose
determination shall be final and binding). The Company expressly reserves the
absolute right, in its sole discretion, subject to applicable law, to reject
any or all tenders of any Notes or delivery of Consents determined by it not
to be in proper form or, in the case of Notes, if the acceptance for payment
of, or payment for, such Notes may, in the opinion of the Company's counsel,
be unlawful. The Company also reserves the absolute right, in its sole
discretion, subject to applicable law, to waive or amend any of the conditions
of the Offer or the Solicitation or to waive any defect or irregularity in any
tender with respect to Notes or delivery of Consents of any particular Holder,
whether or not similar defects or irregularities are waived in the case of
other Holders. The Company's interpretation of the terms and conditions of the
Offer and Solicitation (including the Consent and Letter of Transmittal and
the Instructions thereto) will be final and binding. Neither the Company, the
Depositary, the Dealer Manager, the Information Agent, the Trustee or any
other person will be under any duty to give notification of any defects or
irregularities in tenders or will incur any liability for failure to give any
such notification. If the Company waives its right to reject a defective
tender of Notes, the Holder will be entitled to the Tender Offer Consideration
and, if applicable, the Consent Payment.
8.WITHDRAWAL OF TENDERS AND REVOCATION OF CONSENTS.
Tenders of Notes may be withdrawn at any time prior to the Tender Offer
Expiration Date. Consents may only be revoked at any time on or prior to the
Consent Expiration Date. A valid withdrawal of tendered Notes effected on or
prior to the Consent Expiration Date will constitute the concurrent valid
revocation of such Holder's related Consent. Consents may not be revoked after
the Consent Expiration Date except in the limited circumstances described
below. In order for a Holder to revoke a Consent, such Holder must withdraw
the related tendered Notes. Tenders of Notes may be validly withdrawn if the
Offer is terminated without any Notes being purchased thereunder. In the event
of a termination of the Offer, the Notes tendered pursuant to the Offer will
be promptly returned to the tendering Holder and the Supplemental Indenture
will not become operative. If the Solicitation is amended on or prior to the
Consent Expiration Date in a manner determined by the Company to constitute a
material adverse change to the Holders of the Notes, the Company promptly will
disclose such amendment and, if necessary, extend the Solicitation for such
Notes for a period deemed by the Company to be adequate to permit Holders of
the Notes to withdraw their Notes and revoke their Consents. In addition, if
the consideration to be paid in the Offer is increased or decreased or the
principal amount of Notes subject to the
16
<PAGE>
Offer is decreased, the Offer will remain open at least 10 business days from
the date the Company first gives notice to Holders, by public announcement or
otherwise, of such increase or decrease.
For a withdrawal of tendered Notes (and the concurrent revocation of the
related Consents, as the case may be) to be effective, a written or facsimile
transmission notice of withdrawal must be received by the Depositary on or
prior to the Tender Offer Expiration Date (or Consent Expiration Date, in the
case of a concurrent revocation of Consents) at its address set forth on the
back cover of this Statement. Any such notice of withdrawal must (i) specify
the name of the person who tendered the Notes to be withdrawn, (ii) contain
the description of the Notes to be withdrawn and identify the certificate
number or numbers shown on the particular certificates evidencing such Notes
(unless such Notes were tendered by book-entry transfer) and the aggregate
principal amount represented by such Notes, and (iii) be signed by the Holder
of such Notes in the same manner as the original signature on the Consent and
Letter of Transmittal by which such Notes were tendered (including any
required signature Guarantees), or be accompanied by (x) documents of transfer
sufficient to have the Trustee register the transfer of the Notes into the
name of the person withdrawing such Notes and (y) a properly completed
irrevocable proxy authorizing such person to effect such withdrawal on behalf
of such Holder. If the Notes to be withdrawn have been delivered or otherwise
identified to the Depositary, a signed notice of withdrawal is effective
immediately upon written or facsimile notice of such withdrawal even if
physical release is not yet effected.
Any valid revocation of Consents will automatically render the prior tender
of the Notes to which such Consents relate defective and the Company will have
the right, which it may waive, to reject such tender as invalid. Any permitted
withdrawal of Notes and revocation of Consents may not be rescinded, and any
Notes properly withdrawn will thereafter be deemed not validly tendered and
any Consents revoked will be deemed not validly delivered for purposes of the
Offer; provided, however, that withdrawn Notes may be re-tendered and revoked
Consents may be re-delivered by again following one of the appropriate
procedures described herein at any time on or prior to the Consent Expiration
Date. After the Consent Expiration Date, Consents may not be revoked, except
in the limited circumstances described above.
If the Company extends the Offer or is delayed in its acceptance for
purchase of Notes or is unable to purchase Notes pursuant to the Offer for any
reason, then, without prejudice to the Company's rights hereunder, tendered
Notes may be retained by the Depositary on behalf of the Company and may not
be withdrawn (subject to Rule 14e-1(c) under the Exchange Act, which requires
that an offeror pay the consideration offered or return the securities
deposited by or on behalf of the investor promptly after the termination or
withdrawal of a tender offer), except as otherwise provided in this section.
ALL QUESTIONS AS TO THE VALIDITY, FORM AND ELIGIBILITY (INCLUDING TIME OF
RECEIPT) OF NOTICES OF WITHDRAWAL AND REVOCATION OF CONSENTS WILL BE
DETERMINED BY THE COMPANY, IN THE COMPANY'S SOLE DISCRETION (WHOSE
DETERMINATION SHALL BE FINAL AND BINDING). NEITHER THE COMPANY, THE
DEPOSITARY, THE DEALER MANAGER, THE INFORMATION AGENT, THE TRUSTEE OR ANY
OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE NOTIFICATION OF ANY DEFECTS OR
IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR REVOCATION OF CONSENTS, OR INCUR
ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTIFICATION.
9.CONDITIONS TO THE OFFER.
Notwithstanding any other provisions of the Offer and the Solicitation and
in addition to (and not in limitation of) the Company's rights to extend
and/or amend the Offer and the Solicitation, the Company shall not be required
to accept for payment, purchase or pay for, and may delay the acceptance for
payment of, or payment for, any tendered Notes, in each event subject to Rule
14e-1(c) under the Exchange Act, and may terminate the Offer and the
Solicitation, if the Supplemental Indenture Condition, the Bank Condition, the
Financing Condition or the General Conditions shall not have been satisfied.
The "Supplemental Indenture Condition" shall mean receipt of the Requisite
Consents with respect to the Proposed Amendments and the execution of the
Supplemental Indenture providing for the Proposed Amendments.
17
<PAGE>
The "Bank Condition" shall mean the reaching of an agreement by and among
the Company and the applicable banks (on terms and conditions satisfactory to
the Company in its sole discretion) as to the amendment and restatement of the
Credit Agreement (as defined below) (i) permitting borrowing under the Credit
Agreement of up to $325 million from time to time and (ii) allowing the
purchase of the Notes pursuant to the Offer, the payment of the Consent
Payments, and the amendment of the Indenture pursuant to the Solicitation.
Although the Company has already requested such amendment and restatement of
the Credit Agreement, there can be no assurances that the Bank Condition will
be satisfied on or prior to the Tender Offer Expiration Date. "Credit
Agreement" shall mean the Credit Agreement dated as of May 15, 1996, among the
Company, various financial institutions, Chase Bank, as Administrative Agent,
and Chemical Bank, as Operations Agent, as amended.
The "Financing Condition" shall mean that, on the Tender Offer Expiration
Date, the Company shall have available to it (on terms and conditions
satisfactory to the Company in its sole discretion) all of the financing
necessary for payment of that portion of the anticipated aggregate
consideration payable for the Notes to be accepted and for the Consents duly
delivered, which will be provided through the consummation of a private
placement (the "Private Placement") and resale pursuant to Rule 144A
promulgated under the Securities Act of 1933, as amended, of at least $350
million principal amount of a new issue of Senior Subordinated Notes. Although
the Company believes, based on its current financial condition, that the
Financing Condition should be satisfied, there can be no assurances that the
Financing Condition will in fact be satisfied on the Tender Offer Expiration
Date.
The "General Conditions" shall mean the conditions set forth below in
paragraphs (i) through (v). The General Conditions shall be deemed to have
been satisfied or waived unless any of the following conditions shall occur on
or prior to the Tender Offer Expiration Date.
(i) There shall have been instituted, threatened or be pending any action
or proceeding (or there shall have been any material adverse development in
any action or proceeding currently instituted, threatened or pending)
before or by any court, governmental, regulatory or administrative agency
or instrumentality, or by any other person, in connection with the Offer or
the Solicitation that is, or is reasonably likely to be, in the sole
judgment of the Company, materially adverse to the business, operations,
properties, condition (financial or otherwise), assets, liabilities or
prospects of the Company and its subsidiaries, taken as a whole, or which
would or might, in the sole judgment of the Company, prohibit, prevent,
restrict or delay consummation of the Offer or the Solicitation;
(ii) An order, statute, rule, regulation, executive order, stay, decree,
judgment or injunction shall have been proposed, enacted, entered, issued,
promulgated, enforced or deemed applicable by any court or governmental,
regulatory or administrative agency or instrumentality that, in the sole
judgment of the Company, would or might prohibit, prevent, restrict or
delay consummation of the Offer or the Solicitation or that is, or is
reasonably likely to be, in the sole judgment of the Company, materially
adverse to the business, operations, properties, condition (financial or
otherwise), assets, liabilities or prospects of the Company and its
subsidiaries, taken as a whole;
(iii) There shall have occurred or be likely to occur any event affecting
the business or financial affairs of the Company that, in the sole judgment
of the Company, would or might prohibit, prevent, restrict or delay
consummation of the Offer or the Solicitation;
(iv) The Trustee under the Indenture shall have objected in any respect
to, or taken action that could, in the sole judgment of the Company,
adversely affect the consummation of the Offer or the Solicitation or the
Company's ability to cause the Proposed Amendments to become operative or
shall have taken any action that challenges the validity or effectiveness
of the Supplemental Indenture or the procedures used by the Company in
soliciting the Consents (including the form thereof) or in the making of
the Offer or the Solicitation or the acceptance of, or payment for, the
Notes or the Consents; or
(v) There shall have occurred (1) any general suspension of, shortening
of hours for, or limitation on prices for, trading in securities in the
United States securities or financial markets, (2) any significant adverse
change in the price of the Notes or any publicly traded securities of the
Company or any of its affiliates in the United States or other major
European securities or financial markets, (3) a material
18
<PAGE>
impairment in the trading market for debt securities, (4) a declaration of
a banking moratorium or any suspension of payments in respect of banks in
the United States or other major financial markets, (5) any limitation
(whether or not mandatory) by any government or governmental,
administrative or regulatory authority or agency, domestic or foreign, or
other event that, in the reasonable judgment of the Company, might affect
the extension of credit by banks or other lending institutions, (6) a
commencement of a war or armed hostilities or other national or
international calamity directly or indirectly involving the United States
or (7) in the case of any of the foregoing existing on the date hereof, a
material acceleration or worsening thereof.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company, in its sole discretion, regardless of the
circumstances giving rise to any such condition (including any action or
inaction by the Company) and may be waived by the Company, in whole or in
part, at any time and from time to time, in the sole discretion of the
Company, whether any other condition of the Offer and the Solicitation is also
waived. The failure by the Company at any time to exercise any of the
foregoing rights will not be deemed a waiver of any other right and each right
will be deemed an ongoing right which may be asserted at any time and from
time to time.
10.CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES.
The following is a general summary of the principal United States federal
income tax consequences to a Holder of (i) the Offer and the Solicitation to
Holders of Notes and (ii) the retention of Notes and the adoption of the
Proposed Amendments. This summary is based upon current provisions of the
United States Internal Revenue Code of 1986, as amended (the "Code"),
applicable United States Treasury regulations promulgated thereunder, judicial
authority and current Internal Revenue Service ("IRS") rulings and practice,
all of which are subject to change, possibly on a retroactive basis. The tax
treatment of a Holder of Notes may vary depending upon such Holder's
particular situation, and certain Holders (including insurance companies, tax
exempt organizations, financial institutions, brokers, dealers, nonresident
aliens, foreign corporations, foreign partnerships or foreign estates or
trusts) might be subject to special rules not discussed below. This discussion
assumes that Notes are held as capital assets and is directed to Holders who
are United States persons. As used herein, a "Holder" means a beneficial owner
of a Note that is for United States federal income tax purposes (i) a citizen
or resident of the United States, (ii) a corporation, partnership or other
entity created or organized in or under the laws of the United States or of
any political subdivision thereof, (iii) an estate whose income is subject to
United States federal income tax regardless of its source, (iv) a trust if a
court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States fiduciaries have
the authority to control all substantial decisions of the trust, or (v) any
other person whose income or gain in respect of a Note is effectively
connected with the conduct of a United States trade or business. No
information is provided herein with respect to foreign, state or local tax
laws or estate and gift tax considerations. Each Holder is urged to consult
its own tax advisor regarding federal, state, local, foreign and any other tax
consequences of tendering the Notes pursuant to the Offer or retaining the
Notes, especially in light of the Holder's particular circumstances.
This summary is based in part on certain recently finalized United States
Treasury regulations addressing the United States federal income tax treatment
of modifications of debt instruments (the "Regulations"). The Regulations are
effective for modifications occurring on or after September 24, 1996 and may
be relied upon for modifications occurring after December 2, 1992. Therefore,
the Regulations will apply to the Offer and the Solicitation. No assurances
can be given that the treatment described herein of the Proposed Amendments or
the cash payments pursuant to the Offer will be accepted by the IRS or, if
challenged, by a court.
Sale of Notes Pursuant to the Offer. In general, a Holder who receives cash
in exchange for Notes pursuant to the Offer will recognize gain or loss for
United States federal income tax purposes equal to the difference between (i)
the amount of cash received (other than cash attributable to accrued interest,
which will be taxable as ordinary income) in exchange for such Notes, and (ii)
such Holder's adjusted tax basis in such Notes at the time of the sale. A
Holder's adjusted tax basis for Notes generally will be the price such Holder
paid for the
19
<PAGE>
Notes increased by original issue discount which was previously included in
income by the Holder (including any original issue discount includible in the
taxable year of the sale prior to the sale) and by market discount to the
extent such market discount was previously included in income by the Holder
(including any market discount included in the taxable year of the sale prior
to the sale) and reduced (but not below zero) by amortized premium and any
payments received by the Holder other than interest payments.
If the Consent Payment is treated as a separate fee for consenting to the
Proposed Amendments, it is possible that such amount would be taxable as
ordinary income to the Holder (rather than as sales proceeds, discussed
above).
Any gain or loss recognized on a sale of a Note pursuant to the Offer should
be capital gain or loss and will be long-term capital gain or loss if the
Holder has held the Note for more than one year at the time of sale. A Holder
who has acquired a Note with market discount generally will be required to
treat a portion of any gain on a sale of the Note as ordinary income to the
extent of the market discount accrued to the date of the disposition, less any
accrued market discount previously reported as ordinary income.
Retention of Notes; Adoption of Proposed Amendments. In the case of a Holder
who does not tender its Notes pursuant to the Offer, the adoption of the
Proposed Amendments should not cause a deemed exchange of the Notes under the
Regulations because the Proposed Amendments should not constitute a
significant modification to the terms of the Notes for federal income tax
purposes. Alternatively, even if the Proposed Amendments were to cause a
deemed exchange of the Notes for federal income tax purposes, a Holder who
does not tender its Notes pursuant to the Offer should not recognize gain or
loss on such deemed exchange since such deemed exchange should qualify as a
tax-free recapitalization; provided, however, that to the extent that such
Holder were deemed to receive new Notes with a principal amount in excess of
the principal amount of the Notes surrendered, gain would be recognized to the
extent of such excess. There can be no assurance, however, that the IRS will
not take a contrary view. If an exchange were deemed to have occurred and such
exchange did not qualify as a tax-free recapitalization, a Holder would
recognize gain or loss on such exchange and would have a new holding period
for the Notes. In the event that the adoption of the Proposed Amendments
causes a deemed exchange and the issue price of the new Notes is less than
their principal amount, the new Notes would generally have original issue
discount and a Holder of such new Note would generally be required to include
such original issue discount in income as it accrues (regardless of whether
such Holder is a cash or accrual basis taxpayer).
Backup Withholding and Information Reporting. In general, information
reporting requirements will apply to the payment of the gross proceeds of the
Offer to the Holders of Notes. Federal income tax law requires that a Holder
whose tendered Notes are accepted for payment must provide the Depositary (as
payor) with such Holder's correct taxpayer identification number ("TIN")
which, in the case of a Holder who is an individual, is his or her social
security number, and certain other information, or otherwise establish a basis
for exemption from backup withholding. Exempt Holders (including, among
others, all corporations and certain foreign individuals) are not subject to
these backup withholding and information reporting requirements.
If the Depositary is not provided with the correct TIN or an adequate basis
for exemption, the Holder may be subject to a penalty imposed by the IRS and
the gross proceeds of the Offer paid to the Holder may be subject to a 31%
backup withholding tax. If withholding results in an overpayment of taxes, a
refund or credit may be obtained, provided that the required information is
provided to the IRS.
To prevent backup withholding, each tendering Holder must complete the
Substitute Form W-9 provided in the Consent and Letter of Transmittal and
either (i) provide the Holder's correct TIN and certain other information
under penalties of perjury or (ii) provide an adequate basis for exemption.
11.THE DEALER MANAGER, THE INFORMATION AGENT AND THE DEPOSITARY.
Chase Securities Inc. has been engaged to act as Dealer Manager and
Solicitation Agent in connection with the Offer and the Solicitation (the
"Dealer Manager"). In such capacity, the Dealer Manager may contact
20
<PAGE>
Holders of Notes regarding the Offer and the Solicitation and may request
brokers, dealers, commercial banks, trust companies and other nominees to
forward this Statement and related materials to beneficial owners of Notes.
The Company has agreed to indemnify the Dealer Manager against certain
liabilities, including certain liabilities under the federal securities laws.
The Dealer Manager has provided in the past, and is currently providing other
investment banking and financial advisory services to the Company.
At any given time, the Dealer Manager may trade the Notes of the Company for
its own account or for the accounts of customers and, accordingly, may hold a
long or short position in the Notes.
Any Holder that has questions concerning the terms of the Offer or the
Solicitation may contact the Dealer Manager at its address and telephone
numbers set forth on the back cover of this Statement.
MacKenzie Partners, Inc. has been appointed Information Agent (the
"Information Agent") for the Offer and the Solicitation. Questions and
requests for assistance or additional copies of this Statement, the Consent
and Letter of Transmittal or the Notice of Guaranteed Delivery may be directed
to the Information Agent at the address and telephone numbers set forth on the
back cover of this Statement. Holders of Notes may also contact their broker,
dealer, commercial bank or trust company for assistance concerning the Offer
and Solicitation.
Harris Trust Company of New York has been appointed as Depositary (the
"Depositary") for the Offer and the Solicitation. Consents and Letters of
Transmittal and all correspondence in connection with the Offer and the
Solicitation should be sent or delivered by each Holder or a beneficial
owner's broker, dealer, commercial bank, trust company or other nominee to the
Depositary at the addresses and telephone number set forth on the back cover
of this Statement. Any Holder or beneficial owner that has questions
concerning the procedures for tendering Notes or whose Notes have been
mutilated, lost, stolen or destroyed should contact the Depositary at the
addresses and telephone number set forth on the back cover of this Statement.
12.FEES AND EXPENSES.
The Company will pay the Dealer Manager, the Information Agent and the
Depositary reasonable and customary fees for their services and will reimburse
them for their reasonable out-of-pocket expenses in connection therewith. The
Company will pay brokerage firms and other custodians, nominees and
fiduciaries the reasonable out-of-pocket expenses incurred by them in
forwarding copies of this Statement and related materials to the beneficial
owners of Notes.
13.SOURCE AND AMOUNT OF FUNDS.
The total amount of funds required by the Company to pay the Total
Consideration in connection with the Offer and the Solicitation is estimated
to be approximately $112 million (assuming 100% of the outstanding principal
amount of Notes is tendered and accepted for payment). Such funds will be
obtained by the Company from the proceeds of the Private Placement.
Consummation of the Offer and the Solicitation is subject to satisfaction of
the Bank Condition and the Financing Condition, in addition to the
Supplemental Indenture Condition and the General Conditions. See Item 9,
"Conditions to the Offer."
14.MISCELLANEOUS.
The Offer and the Solicitation are being made to all Holders of the Notes.
The Company is not aware of any jurisdiction in which the making of the Offer
and the Solicitation is not in compliance with applicable law. If the Company
becomes aware of any jurisdiction in which the making of the Offer and the
Solicitation would not be in compliance with applicable law, the Company will
make a good faith effort to comply with any such law. If, after such good
faith effort, the Company cannot comply with any such law, the Offer and the
Solicitation will not be made to (nor will tenders of Notes and Consents be
accepted from or on behalf of) the owners of Notes residing in such
jurisdiction.
21
<PAGE>
No person has been authorized to give any information or make any
representation on behalf of the Company not contained in this Statement or in
the Consent and Letter of Transmittal and, if given or made, such information
or representation must not be relied upon as having been authorized.
POLYMER GROUP, INC.
June 5, 1997
22
<PAGE>
SCHEDULE I
YLD = The Tender Offer Yield equals the sum of the yield on
the 8 1/4% U.S. Treasury Note due July 15, 1998 (the
"Reference Security"), as calculated by the Dealer
Manager in accordance with standard market practice,
based on the bid price for such Reference Security as
of 2:00 p.m., New York City time, on the Price
Determination Date, as displayed on the Bloomberg
Government Pricing Monitor on "Page PX4" (the
"Bloomberg Page") (or, if any relevant price is not
available on a timely basis on the Bloomberg Page or is
manifestly erroneous, such other recognized quotation
source as the Dealer Manager shall select in its sole
discretion), plus 75 basis points, expressed as a
decimal number.
CPN = the contractual rate of interest payable on a Note
expressed as a decimal number.
N = the number of semi-annual interest payments, based on
the Earliest Redemption Date, from (but not including)
the expected Payment Date to (and including) the
Earliest Redemption Date.
S = the number of days from and including the semi-annual
interest payment date immediately preceding the
expected Payment Date up to, but not including, the
expected Payment Date. The number of days is computed
using the 30/360 day-count method.
exp = Exponentiate. The term to the left of "exp" is raised
to the power indicated by the term to the right of
"exp."
CP = $10 per $1,000 principal amount per Note, which is
equal to the Consent Payment.
RV = the assumed redemption amount, based on the Earliest
Redemption Date, for each Note per $1,000 principal
amount of a Note (as rounded to the nearest one
hundredth of one percent).
Total Consideration = the Tender Offer Consideration plus the Consent Payment
of a Note per $1,000 principal amount of a Note if
tender is made on or prior to 5:00 p.m., New York City
time, on the Consent Expiration Date. The Total
Consideration is rounded to the nearest cent.
Tender Offer Consideration
= the applicable purchase price of a Note per $1,000
principal amount of a Note if tender is made after 5:00
p.m., New York City time, on the Consent Expiration
Date. The Tender Consideration is rounded to the
nearest cent.
Total Consideration =
<TABLE>
<S> <C> <C> <C> <C> <C>
N
RV + S $1,000 (CPN/2) - $1,000 (CPN/2)(S/180)
- --------------------------- ---------------------------
(1 + YLD/2) exp (N - S/180) k=1 (1 + YLD/2) exp (k - S/180)
Tender Offer Consideration
=
N
RV + S $1,000 (CPN/2) - $1,000 (CPN/2)(S/180) - CP
- --------------------------- ---------------------------
(1 + YLD/2) exp (N - S/180) k=1 (1 + YLD/2) exp (k - S/180)
</TABLE>
23
<PAGE>
SCHEDULE II
This Schedule provides a hypothetical illustration of the Total
Consideration (i.e., Tender Offer Consideration plus Consent Payment) of the
12 1/4% Senior Notes due 2002 based on hypothetical data, and should,
therefore, be used solely for the purpose of obtaining an understanding of the
calculation of the Total Consideration, as quoted at hypothetical rates and
times, and should not be used or relied upon for any other purpose:
12 1/4% SENIOR NOTES DUE 2002
Earliest Redemption Date= July 15, 1998
Reference Security = 8 1/4% U.S. Treasury Note due July 15, 1998 as
displayed on the Bloomberg Government Pricing
Monitor on "Page PX4"
Fixed Spread = 0.75% (75 basis points)
EXAMPLE
Assumed Pricing Determination Date and Time
= 2:00 p.m., New York City time, on June 18, 1997
Assumed Payment Date = July 3, 1997
Assumed Reference Security Yield as of Assumed Price Determination Date and
Time
= 5.88%
Fixed Spread = 0.75%
YLD = .0663
CPN = .1225
N = 3
S = 168
RV = $1,061.25
CP = $10.00
Total Consideration = $1,112.44
<TABLE>
<S> <C> <C> <C> <C> <C>
N
$1,061.25 + S $1,000 (.1225/2) - $1,000 (.1225/2)(168/180)
- ------------------------------- -------------------------------
(1 + .0663/2) exp (3 - 168/180) k=1 (1 + .0663/2) exp (k - 168/180)
Tender Offer Consideration
= $1,102.44
N
$1,061.25 + S $1,000 (.1225/2) - $1,000 (.1225/2)(168/180) - $10.00
- ------------------------------- -------------------------------
(1 + .0663/2) exp (3 - 168/180) k=1 (1 + .0663/2) exp (k - 168/180)
</TABLE>
24
<PAGE>
The Depositary for the Offer and the Solicitation is:
HARRIS TRUST COMPANY OF NEW YORK
By Mail: By Overnight Courier: By Hand:
Wall Street Station P.O. 77 Water Street, 4th Receive Window 77 Water
Box 1023 New York, NY Floor New York, NY 10005Street, 5th Floor New York,
10268-1023 Attention: Attention: Reorganization NY 10005 Attention:
Reorganization Dept. Dept. Reorganization Dept.
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 701-7636 or 7637
For Information Telephone (call collect):
(212) 701-7624
Any questions or requests for assistance or additional copies of this
Statement, the Consent and Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Information Agent at the telephone numbers and
address listed below. A Holder may also contact the Dealer Manager at its
telephone number set forth below or such Holder's broker, dealer, commercial
bank or trust company or nominee for assistance concerning the Offer and the
Solicitation.
The Information Agent for the Offer and the Solicitation is:
LOGO
156 Fifth Avenue
9th Floor
New York, New York 10010
(212) 929-5500 (collect)
Toll Free: (800) 322-2885
The Dealer Manager for the Offer and the Solicitation Agent for the
Solicitation is:
CHASE SECURITIES INC.
270 Park Avenue, 4th Floor
New York, New York 10017
Attention: Robert Berk
Telephone: (212) 270-1100 (collect)
<PAGE>
CONSENT AND LETTER OF TRANSMITTAL
TO TENDER AND TO GIVE CONSENT IN RESPECT OF
12 1/4% SENIOR NOTES DUE 2002
(CUSIP: 731745AB1)
OF
POLYMER GROUP, INC.
PURSUANT TO THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT DATED
JUNE 5, 1997
THE SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY,
JUNE 18, 1997, IF ON SUCH DATE THE COMPANY HAS RECEIVED THE REQUISITE
CONSENTS (AS DEFINED HEREIN) OR THE FIRST DATE THEREAFTER THAT THE COMPANY
RECEIVES THE REQUISITE CONSENTS FROM HOLDERS OF THE NOTES (THE "CONSENT
EXPIRATION DATE"). THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, JULY 2, 1997, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY
BE EXTENDED, THE "TENDER OFFER EXPIRATION DATE"). HOLDERS WHO DESIRE TO
RECEIVE THE CONSENT PAYMENT AND THE TENDER OFFER CONSIDERATION MUST VALIDLY
CONSENT TO THE PROPOSED AMENDMENTS ON OR PRIOR TO THE CONSENT EXPIRATION
DATE. HOLDERS WHO TENDER AFTER THE CONSENT EXPIRATION DATE WILL RECEIVE ONLY
THE TENDER OFFER CONSIDERATION. CONSENTS MAY ONLY BE REVOKED ON OR PRIOR TO
THE CONSENT EXPIRATION DATE. TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO
THE TENDER OFFER EXPIRATION DATE.
The Depositary for the Offer and the Solicitation is:
HARRIS TRUST COMPANY OF NEW YORK
By Mail: By Overnight Courier: By Hand:
Wall Street Station P.O. 77 Water Street, 4th Receive Window 77 Water
Box 1023 New York, NY Floor New York, NY 10005 Street, 5th Floor New
10268-1023 Attention: Attention: Reorganization York, NY 10005 Attention:
Reorganization Dept. Dept. Reorganization Dept.
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 701-7636 or 7637
For Information Telephone (call collect):
(212) 701-7624
DELIVERY OF THIS CONSENT AND LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
HOLDERS WHO WISH TO CONSENT TO THE PROPOSED AMENDMENTS AND TO RECEIVE THE
CONSENT PAYMENT PURSUANT TO THE SOLICITATION MUST VALIDLY TENDER (AND NOT
WITHDRAW) THEIR NOTES TO THE DEPOSITARY ON OR PRIOR TO THE CONSENT EXPIRATION
DATE.
<PAGE>
THE INSTRUCTIONS CONTAINED HEREIN AND IN THE OFFER (AS DEFINED BELOW) SHOULD
BE READ CAREFULLY BEFORE THIS CONSENT AND LETTER OF TRANSMITTAL IS COMPLETED.
List below the Notes to which this Consent and Letter of Transmittal
relates. If the space provided below is inadequate, list the certificate
numbers and principal amounts on a separately executed schedule and affix the
schedule to this Consent and Letter of Transmittal. Tenders of Notes will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof.
DESCRIPTION OF NOTES
<TABLE>
<CAPTION>
- -------------------------------------------------------
NAME(S) AND
ADDRESS(ES)
OF PRINCIPAL AMOUNT
HOLDER(S) AGGREGATE TENDERED AND
(PLEASE PRINCIPAL AS TO WHICH
FILL IN, IF CERTIFICATE AMOUNT CONSENTS ARE
BLANK) NUMBER(S)* REPRESENTED** GIVEN
- -------------------------------------------------------
<S> <C> <C> <C>
----------
----------
----------
----------
- -------------------------------------------------------
TOTAL PRINCIPAL AMOUNT OF NOTES
- ----------------------------------------------
</TABLE>
*Need not be completed by Holders tendering by book-entry transfer (see
below).
**Unless otherwise indicated in the column labeled "Principal Amount Tendered
And As To Which Consents Are Given" and subject to the terms and conditions
of the Statement, a Holder will be deemed to have tendered the entire
aggregate principal amount represented by the Notes indicated in the column
labeled "Aggregate Principal Amount Represented." See Instruction 5.
THE COMPLETION, EXECUTION AND DELIVERY OF THIS CONSENT AND LETTER OF
TRANSMITTAL IN CONNECTION WITH THE TENDER OF NOTES AND DELIVERY OF CONSENTS ON
OR PRIOR TO THE CONSENT EXPIRATION DATE WILL CONSTITUTE A CONSENT TO THE
PROPOSED AMENDMENTS WITH RESPECT TO SUCH NOTES TENDERED. HOLDERS WHO TENDER
THEIR NOTES AFTER THE CONSENT EXPIRATION DATE WILL NOT RECEIVE THE CONSENT
PAYMENT.
2
<PAGE>
[_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution: ______________________________________________
Account Number with DTC: ____________________________________________________
Transaction Code Number: ____________________________________________________
[_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name of Registered Holder(s): _______________________________________________
Window Ticket No. (if any): _________________________________________________
Date of Execution of Notice of Guaranteed Delivery: _________________________
Name of Eligible Institution that Guaranteed Delivery: ______________________
If Delivered by Book-Entry Transfer:
Account Number with DTC: _________________________________________________
Transaction Code Number: _________________________________________________
3
<PAGE>
By execution hereof, the undersigned acknowledges receipt of the Offer to
Purchase and Consent Solicitation Statement, dated June 5, 1997 (as the same
may be amended from time to time, the "Statement") of Polymer Group, Inc., a
Delaware corporation (the "Company"), and this Consent and Letter of
Transmittal and instructions hereto (the "Consent and Letter of Transmittal"
and together with the Statement, the "Offer"), which together constitute (i)
the Company's offer to purchase any and all of its outstanding Notes, upon the
terms and subject to the conditions set forth in the Statement, and (ii) the
Company's solicitation (the "Solicitation") of consents (the "Consents") from
each registered holder (each a "Holder" and, collectively, the "Holders") to
certain proposed amendments (the "Proposed Amendments") to the Indenture dated
as of June 24, 1994, between the Company and First Union National Bank of
South Carolina ("First Union"), as amended by the First Supplemental Indenture
dated as of March 15, 1995 between the Company and First Union, the Second
Supplemental Indenture dated as of September 14, 1995 among the Company, First
Union and Harris Trust and Savings Bank, as trustee (the "Trustee"), the Third
Supplemental Indenture dated as of April 9, 1996 between the Company and the
Trustee, and the Fourth Supplemental Indenture dated as of August 14, 1996
between the Company and the Trustee (as so amended, the "Indenture"), pursuant
to which the Notes were issued. Holders who tender Notes under this Consent
and Letter of Transmittal on or prior to the Consent Expiration Date will be
deemed to consent with respect to the Proposed Amendments.
This Consent and Letter of Transmittal is to be used by Holders if (i)
certificates representing Notes are to be physically delivered to the
Depositary herewith by Holders, (ii) tender of Notes is to be made by book-
entry transfer to the Depositary's account at The Depository Trust Company
("DTC") pursuant to the procedures set forth in the Statement under Item 7,
"Procedures for Tendering Notes and Delivering Consents--Tender of Notes Held
Through DTC," by any financial institution that is a participant in DTC and
whose name appears on a security position listing as the owner of Notes,
unless such tender is made after the Consent Expiration Date and an Agent's
Message is delivered in connection with such book-entry transfer, or (iii)
tender of Notes after the Consent Expiration Date is to be made according to
the guaranteed delivery procedures set forth in the Statement under Item 7,
"Procedures for Tendering Notes and Delivering Consents--Guaranteed Delivery."
Delivery of documents to DTC does not constitute delivery to the Depositary.
The undersigned has completed, executed and delivered this Consent and
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Offer and the Solicitation.
All capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Statement.
The instructions included with this Consent and Letter of Transmittal must
be followed. Questions and requests for assistance or for additional copies of
the Statement, this Consent and Letter of Transmittal and the Notice of
Guaranteed Delivery may be directed to Chase Securities Inc., the Dealer
Manager for the Offer and Solicitation, or MacKenzie Partners, Inc., the
Information Agent, in each case at the address and telephone number set forth
on the back cover page of this Consent and Letter of Transmittal. See
Instruction 13 below.
Holders of Notes that are tendering by book-entry transfer to the
Depositary's account at DTC can execute the tender through the DTC Automated
Tender Offer Program ("ATOP"), for which the transaction will be eligible. DTC
participants that are accepting the Offer must transmit their acceptance to
DTC, which will verify the acceptance and execute a book-entry delivery to the
Depositary's DTC account. DTC will then send an Agent's Message to the
Depositary for its acceptance. DTC participants may also accept the Offer
after the Consent Expiration Date by submitting a Notice of Guaranteed
Delivery through ATOP.
To validly deliver a Consent with respect to Notes transferred pursuant to
ATOP on or prior to the Consent Expiration Date (and thereby make a valid
tender), a DTC participant using ATOP must also properly complete and duly
execute a Consent and Letter of Transmittal and timely deliver it to the
Depositary. Pursuant to authority granted by DTC, any DTC participant which
has Notes credited to its DTC account at any time (and thereby held of record
by DTC's nominee) may directly provide a Consent to the Proposed Amendments as
though it were a registered Holder by so completing, executing and delivering
the Consent and Letter of Transmittal.
4
<PAGE>
If a registered Holder desires to tender Notes pursuant to the Offer after
the Consent Expiration Date and (a) certificates representing such Notes are
not immediately available, (b) time will not permit such Holder's Consent and
Letter of Transmittal, certificates representing such Notes and all other
required documents to reach the Depositary on or prior to the Tender Offer
Expiration Date, or (c) the procedures for book-entry transfer (including
delivery of an Agent's Message) cannot be completed on or prior to the Tender
Offer Expiration Date, such Holder may nevertheless tender such Notes with the
effect that such tender will be deemed to have been received on or prior to
the Tender Offer Expiration Date. Holders may effect such a tender of Notes in
accordance with the guaranteed delivery procedures set forth in the Statement
under Item 7, "Procedures for Tendering Notes and Delivering Consents--
Guaranteed Delivery." See Instruction 2 below.
5
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Offer and Solicitation,
the undersigned hereby tenders to the Company the principal amount of Notes
indicated above and consents to the Proposed Amendments.
Subject to, and effective upon, the acceptance for purchase of, and payment
for, the principal amount of Notes tendered with this Consent and Letter of
Transmittal, the undersigned hereby sells, assigns and transfers to, or upon
the order of, the Company, all right, title and interest in and to the Notes
that are being tendered hereby, waives any and all other rights with respect
to the Notes (including without limitation any existing or past defaults and
their consequences in respect of the Notes and the Indenture under which the
Notes were issued) and releases and discharges the Company from any and all
claims such Holder may have now, or may have in the future, arising out of, or
related to, the Notes, including without limitation any claims that such
Holder is entitled to receive additional principal or interest payments with
respect to the Notes or to participate in any redemption or defeasance of the
Notes, and also consents to the Proposed Amendments (as defined in the
Statement). The undersigned hereby irrevocably constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
(with full knowledge that the Depositary also acts as the agent of the
Company) with respect to such Notes, with full power of substitution and
resubstitution (such power-of-attorney being deemed to be an irrevocable power
coupled with an interest) to (i) present such Notes and all evidences of
transfer and authenticity to, or transfer ownership of, such Notes on the
account books maintained by DTC to, or upon the order of, the Company, (ii)
present such Notes for transfer of ownership on the books of the Company,
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Notes and (iv) deliver to the Company and the Trustee this
Consent and Letter of Transmittal on or prior to the Consent Expiration Date
as evidence of the undersigned's Consent to the Proposed Amendments and as
certification that validly tendered and not revoked Consents from Holders of a
majority of the aggregate principal amount of outstanding Notes not owned by
the Company or its affiliates (the "Requisite Consents") to the Proposed
Amendments duly executed by Holders of such Notes have been received, all in
accordance with the terms and conditions of the Offer and Solicitation.
Execution and delivery of this Consent and Letter of Transmittal on or prior
to the Consent Expiration Date will also be deemed to constitute a Consent to
the Proposed Amendments.
The undersigned agrees and acknowledges that, by the execution and delivery
hereof, the undersigned makes and provides the written Consent, with respect
to the Notes tendered hereby, to the Proposed Amendments as permitted by
Article Nine of the Indenture if this Consent and Letter of Transmittal is
executed and delivered on or prior to the Consent Expiration Date. The
undersigned understands that the Consent provided hereby shall remain in full
force and effect until such Consent is revoked in accordance with the
procedures set forth in the Statement and this Consent and Letter of
Transmittal, which procedures are hereby agreed to be applicable in lieu of
any and all other procedures for revocation set forth in the Indenture, which
are hereby waived.
The undersigned understands that Consents may not be revoked after the
Consent Expiration Date. The Company intends to execute the supplemental
indenture to the Indenture providing for the Proposed Amendments (the
"Supplemental Indenture") on or promptly after the Consent Expiration Date.
The Proposed Amendments will become effective upon certification that the
Requisite Consents have been received, but will not become operative until the
Company accepts for purchase the Notes tendered in the Offer.
The undersigned understands that tenders of Notes may be withdrawn by
written notice of withdrawal received by the Depositary at any time on or
prior to the Tender Offer Expiration Date. Holders may not deliver Consents
without tendering their Notes in the Offer, and may not revoke Consents on or
prior to the Consent Expiration Date without withdrawing the previously
tendered Notes to which such Consent relates. Holders may not withdraw
previously tendered Notes on or prior to the Consent Expiration Date without
revoking the previously delivered Consents to which such tender relates.
Consents may not be revoked after the Consent Expiration Date, except under
certain limited circumstances.
6
<PAGE>
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Notes tendered
hereby and to give the Consent contained herein, and that when such Notes are
accepted for purchase and payment by the Company, the Company will acquire
good title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim or right. The undersigned
will, upon request, execute and deliver any additional documents deemed by the
Depositary or the Company to be necessary or desirable to complete the sale,
assignment and transfer of the Notes tendered hereby, to perfect the
undersigned's Consent to the Proposed Amendments and to complete the execution
of the Supplemental Indenture reflecting such Proposed Amendments.
The undersigned understands that tenders of Notes pursuant to any of the
procedures described in the Statement and in the instructions hereto and
acceptance thereof by the Company will constitute a binding agreement between
the undersigned and the Company, upon the terms and subject to the conditions
of the Offer and Solicitation.
For purposes of the Offer, the undersigned understands that the Company will
be deemed to have accepted for purchase validly tendered Notes if, as and when
the Company gives oral or written notice thereof to the Depositary.
The undersigned understands that the Company's obligation to accept for
payment, and to pay for, Notes validly tendered pursuant to the Offer is
conditioned upon the satisfaction of (a) the Supplemental Indenture Condition,
(b) the Bank Condition, (c) the Financing Condition and (d) the General
Conditions. See Item 9, "Conditions to the Offer," in the Statement. Any Notes
not accepted for purchase will be returned promptly to the undersigned at the
address set forth above unless otherwise indicated herein under "Special
Delivery Instructions" below.
All authority conferred or agreed to be conferred by this Consent and Letter
of Transmittal shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Consent and Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives.
The undersigned understands that the delivery and surrender of the Notes is
not effective, and the risk of loss of the Notes does not pass to the
Depositary, until receipt by the Depositary of this Consent and Letter of
Transmittal (or a manually signed facsimile hereof) properly completed and
duly executed, together with all accompanying evidences of authority and any
other required documents in form satisfactory to the Company or receipt of an
Agent's Message. All questions as to the form of all documents and the
validity (including time of receipt) and acceptance of tenders and withdrawals
of Notes and deliveries and revocations of Consents will be determined by the
Company, in its sole discretion, which determination shall be final and
binding.
Unless otherwise indicated under "Special Payment Instructions" below,
please issue a check from the Depositary for the Total Consideration or Tender
Offer Consideration, as the case may be, for any Notes tendered hereby that
are purchased, and/or return any certificates representing Notes not tendered
or not accepted for purchase in the name(s) of the Holder(s) appearing under
"Description of Notes." Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail the check for the Total Consideration or
Tender Offer Consideration, as the case may be, and/or return any certificates
representing Notes not tendered or not accepted for purchase (and accompanying
documents, as appropriate) to the address(es) of the Holder(s) appearing under
"Description of Notes." In the event that both the Special Payment
Instructions and the Special Delivery Instructions are completed, please issue
the check for the Total Consideration or Tender Offer Consideration, as the
case may be, and/or return any certificates representing Notes not tendered or
not accepted for purchase (and any accompanying documents, as appropriate) to,
the person or persons so indicated. In the case of a book-entry delivery of
Notes, please credit the account maintained at DTC with any Notes not tendered
or not accepted for purchase. The undersigned recognizes that the Company does
not have any obligation pursuant to the Special Payment Instructions to
transfer any Notes from the name of the Holder thereof if the Company does not
accept for purchase any of the Notes so tendered.
7
<PAGE>
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL CONSENTING HOLDERS)
(TO BE COMPLETED BY ALL TENDERING HOLDERS
REGARDLESS OF WHETHER NOTES ARE BEING
PHYSICALLY DELIVERED HEREWITH, UNLESS AN AGENT'S MESSAGE IS
DELIVERED IN CONNECTION WITH A BOOK-ENTRY
TRANSFER OF SUCH NOTES)
The completion, execution and delivery of this Consent and Letter of
Transmittal on or prior to the Consent Expiration Date, will be deemed to
constitute a Consent to the Proposed Amendments.
This Consent and Letter of Transmittal must be signed by the registered
holder(s) of Notes exactly as their name(s) appear(s) on certificate(s) for
Notes or, if tendered by a participant in DTC, exactly as such participant's
name appears on a security position listing as the owner of Notes, or by
person(s) authorized to become registered holder(s) by endorsements and
documents transmitted with this Consent and Letter of Transmittal. If the
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer or other person acting in a fiduciary or representative capacity, such
person must set forth his or her full title below under "Capacity" and submit
evidence satisfactory to the Company of such person's authority to so act. See
Instruction 6 below.
If the signature appearing below is not of the registered holder(s) of the
Notes, then the registered holder(s) must sign a valid proxy.
X
-----------------------------------------------------------------------------
X
-----------------------------------------------------------------------------
(Signature(s) of Holder(s) or Authorized Signatory)
Date: , 1997.
Name(s):
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please Print)
Capacity:
------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
(Including Zip Code)
Area Code and Telephone No.:
--------------------------------------------------------
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTIONS 1 AND 6 BELOW)
Certain Signatures Must be Guaranteed by a Medallion Signature Guarantor
- --------------------------------------------------------------------------------
(Name of Medallion Signature Guarantor Guaranteeing Signatures)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Address (including zip code) and Telephone Number (including area code) of
Firm)
- --------------------------------------------------------------------------------
(Authorized Signature)
- --------------------------------------------------------------------------------
(Printed Name)
- --------------------------------------------------------------------------------
(Title)
Date: , 1997.
8
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6, 7 AND 8)
To be completed ONLY if
certificates for Notes in a
principal amount not tendered or
not accepted for purchase are to be
issued in the name of, or checks
constituting payments for Notes to
be purchased or Consent Payments to
be made in connection with the
Offer and Solicitation are to be
issued to the order of, someone
other than the person or persons
whose signature(s) appear(s) within
this Consent and Letter of
Transmittal or issued to an address
different from that shown in the
box entitled "Description of Notes"
within this Consent and Letter of
Transmittal.
Issue: r Notes
r Checks
(check as applicable)
Name: ______________________________
(Please Print)
Address: ___________________________
(Please Print)
------------------------------------
Zip Code
------------------------------------
Taxpayer Identification or Security
Number
(See Substitute Form W-9 herein)
SIGNATURE GUARANTEE (See
Instruction 1 below)
Certain Signatures Must be Guaranteed by a Medallion Signature Guarantor
------------------------------------
(Name of Medallion Signature Guarantor Guaranteeing Signatures)
------------------------------------
------------------------------------
------------------------------------
(Address (including zip code) and Telephone Number) (including area code of
Firm)
------------------------------------
(Authorized Signature)
------------------------------------
(Printed Name)
------------------------------------
(Title)
Date: , 1997
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6, 7 AND 8)
To be completed ONLY if
certificates for Notes in a
principal amount not tendered or
not accepted for purchase or checks
constituting payments for Notes to
be purchased or Consent Payments to
be made in connection with the
Offer and the Solicitation are to
be sent to someone other than the
person or persons whose
signature(s) appear(s) within this
Consent and Letter of Transmittal
or to an address different from
that shown in the box entitled
"Description of Notes" within this
Consent and Letter of Transmittal.
Deliver: r Notes
r Checks
(check as applicable)
Name: ______________________________
(Please Print)
Address: ___________________________
(Please Print)
------------------------------------
Zip Code
9
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER AND SOLICITATION
1. GUARANTEE OF SIGNATURES. Signatures on this Consent and Letter of
Transmittal must be guaranteed by a recognized participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Program or the Stock Exchange Medallion Program (each a "Medallion
Signature Guarantor"), unless the Notes tendered thereby are tendered (i) by a
registered Holder of Notes (or by a participant in DTC whose name appears on a
security position listing as the owner of such Notes) who has not completed
any of the boxes entitled "Special Payment Instructions" or "Special Delivery
Instructions" on the Consent and Letter of Transmittal, or (ii) for the
account of a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc. ("NASD") or a
commercial bank or trust company having an office or correspondent in the
United States (each of the foregoing being referred to as an "Eligible
Institution"). If the Notes are registered in the name of a person other than
the signer of the Consent and Letter of Transmittal or if Notes not accepted
for payment or not tendered are to be returned to a person other than the
registered Holder, then the signature on this Consent and Letter of
Transmittal accompanying the tendered Notes must be guaranteed by a Medallion
Signature Guarantor as described above. Beneficial owners whose Notes are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such broker, dealer, commercial bank, trust company
or other nominee if they desire to tender Notes and deliver Consents with
respect to Notes so registered. See Item 7, "Procedures for Tendering Notes
and Delivering Consents," in the Statement.
2. REQUIREMENTS OF TENDER. This Consent and Letter of Transmittal is to be
completed by registered Holders of Notes if certificates representing such
Notes are to be forwarded herewith, or if delivery of such certificates is to
be made by book-entry transfer to the account maintained by DTC, pursuant to
the procedures set forth in the Statement under Item 7, "Procedures for
Tendering Notes and Delivering Consents," unless such Notes are being
transferred through ATOP in connection with a tender after the Consent
Expiration Date. For a holder to properly tender Notes and deliver Consents
pursuant to the Offer and the Solicitation, a properly completed and duly
executed Consent and Letter of Transmittal (or a manually signed facsimile
thereof), together with any signature guarantees and any other documents
required by these Instructions, must be received by the Depositary at its
address set forth herein on or prior to the Consent Expiration Date or Tender
Offer Expiration Date, as applicable, and either (i) certificates representing
such Notes must be received by the Depositary at its address or (ii) such
Notes must be transferred pursuant to the procedures for book-entry transfer
described in the Statement under Item 7, "Procedures for Tendering Notes and
Delivering Consents," and a Book-Entry Confirmation must be received by the
Depositary, in each case, on or prior to the Consent Expiration Date or Tender
Offer Expiration Date, as applicable; provided, however, that no Consent
Payment will be paid to Holders who tender Notes and deliver their Consents
after the Consent Expiration Date. A Holder who desires to tender Notes and
who cannot comply with procedures set forth herein for tender on a timely
basis or whose Notes are not immediately available must comply with the
guaranteed delivery procedures discussed below, but only if such Notice of
Guaranteed Delivery is transmitted after the Consent Expiration Date.
If a registered Holder desires to tender Notes pursuant to the Offer after
the Consent Expiration Date and (a) certificates representing such Notes are
not immediately available, (b) time will not permit such Holder's Consent and
Letter of Transmittal, certificates representing such Notes and all other
required documents to reach the Depositary on or prior to the Tender Offer
Expiration Date, or (c) the procedures for book-entry transfer cannot be
completed on or prior to the Tender Offer Expiration Date, such Holder may
nevertheless tender such Notes with the effect that such tender will be deemed
to have been received on or prior to the Tender Offer Expiration Date if the
procedures set forth in the Statement under Item 7, "Procedures for Tendering
Notes and Delivering Consents--Guaranteed Delivery," are followed. Pursuant to
such procedures, (i) the tender must be made by or through an Eligible
Institution, (ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by the Company herewith, or an
Agent's Message with respect to a guaranteed delivery that is accepted by the
Company, must be received by the Depositary on or prior to the Tender Offer
Expiration Date, and (iii) the certificates for the tendered Notes, in proper
form for transfer (or a Book-Entry Confirmation of the transfer of such Notes
into the Depositary's account at DTC as described in the Statement), together
with a Consent and Letter of Transmittal (or manually signed facsimile
thereof) properly completed and duly executed, with
10
<PAGE>
any required signature guarantees and any other documents required by the
Consent and Letter of Transmittal or a properly transmitted Agent's Message,
must be received by the Depositary within two business days after the date of
execution of the Notice of Guaranteed Delivery.
3. CONSENTS TO PROPOSED AMENDMENTS. A valid Consent to the Proposed
Amendments may be given only by the Holder or their attorney-in-fact. A
beneficial owner who is not a Holder must arrange with the Holder to execute
and deliver a Consent on their behalf, obtain a properly completed irrevocable
proxy that authorizes such beneficial owner to consent to the Proposed
Amendments on behalf of such Holder or become a Holder. Notwithstanding the
foregoing, any DTC participant which has Notes credited to its DTC account at
any time (and thereby held of record by DTC's nominee) may directly provide a
Consent to the Proposed Amendments as though it were the registered Holder by
so completing, executing and delivering the Consent and Letter of Transmittal.
TO VALIDLY DELIVER A CONSENT WITH RESPECT TO NOTES TRANSFERRED PURSUANT TO
ATOP ON OR PRIOR TO THE CONSENT EXPIRATION DATE, A DTC PARTICIPANT USING ATOP
MUST ALSO PROPERLY COMPLETE AND DULY EXECUTE A CONSENT AND LETTER OF
TRANSMITTAL AND DELIVER IT TO THE DEPOSITARY ON OR PRIOR TO THE CONSENT
EXPIRATION DATE.
4. WITHDRAWAL OF TENDERS AND REVOCATION OF CONSENTS. Tenders of Notes may be
withdrawn at any time prior to the Tender Offer Expiration Date. Consents may
be revoked at any time on or prior to the Consent Expiration Date. A valid
withdrawal of tendered Notes effected on or prior to the Consent Expiration
Date will constitute the concurrent valid revocation of such Holder's related
Consent. Consents may not be revoked after the Consent Expiration Date except
in the limited circumstances described below. In order for a Holder to revoke
a Consent, such Holder must withdraw the related tendered Notes. Tenders of
Notes may be validly withdrawn if the Offer is terminated without any Notes
being purchased thereunder. In the event of a termination of the Offer, the
Notes tendered pursuant to the Offer will be promptly returned to the
tendering Holder and the Supplemental Indenture will not become operative. If
the Solicitation is amended on or prior to the Consent Expiration Date in a
manner determined by the Company to constitute a material adverse change to
the Holders of the Notes, the Company promptly will disclose such amendment
and, if necessary, extend the Solicitation for such Notes for a period deemed
by the Company to be adequate to permit Holders of the Notes to withdraw their
Notes and revoke their Consents. In addition, if the consideration to be paid
in the Offer is increased or decreased or the principal amount of Notes
subject to the Offer is decreased, the Offer will remain open at least 10
business days from the date the Company first gives notice to Holders, by
public announcement or otherwise, of such increase or decrease.
For a withdrawal of a tender of Notes to be effective, a written or
facsimile transmission notice of withdrawal must be received by the Depositary
on or prior to Tender Offer Expiration Date at its address set forth on the
back cover of the Statement. Any such notice of withdrawal must (i) specify
the name of the person who tendered the Notes to be withdrawn, (ii) contain
the description of the Notes to be withdrawn and identify the certificate
number or numbers shown on the particular certificates evidencing such Notes
(unless such Notes were tendered by book-entry transfer) and the aggregate
principal amount represented by such Notes and (iii) be signed by the Holder
of such Notes in the same manner as the original signature on the Consent and
Letter of Transmittal by which such Notes were tendered (including any
required signature guarantees), or be accompanied by (x) documents of transfer
sufficient to have the Trustee register the transfer of the Notes into the
name of the person withdrawing such Notes or (y) a properly completed
irrevocable proxy authorizing such person to effect such withdrawal on behalf
of such Holder. If the Notes to be withdrawn have been delivered or otherwise
identified to the Depositary, a signed notice of withdrawal is effective
immediately upon written or facsimile notice of such withdrawal even if
physical release is not yet effected.
Any valid revocation of Consents will automatically render the prior tender
of the Notes to which such Consents relate defective and the Company will have
the right, which it may waive, to reject such tender as invalid. Any permitted
withdrawal of Notes and revocation of Consents may not be rescinded, and any
Notes properly withdrawn will thereafter be deemed not validly tendered and
any Consents revoked will be deemed not validly delivered for purposes of the
Offer; provided, however, that withdrawn Notes may be re-tendered and revoked
Consents may be re-delivered by again following one of the appropriate
procedures described herein at any time on or prior to the Tender Offer
Expiration Date or the Consent Expiration Date, as applicable. After the
Consent Expiration Date, Consents may not be revoked, except in the limited
circumstances described above.
11
<PAGE>
ALL QUESTIONS AS TO THE VALIDITY, FORM AND ELIGIBILITY (INCLUDING TIME OF
RECEIPT) OF NOTICES OF WITHDRAWAL AND REVOCATION OF CONSENTS WILL BE
DETERMINED BY THE COMPANY, IN THE COMPANY'S SOLE DISCRETION (WHOSE
DETERMINATION SHALL BE FINAL AND BINDING). NEITHER THE COMPANY, THE
DEPOSITARY, THE DEALER MANAGER, THE INFORMATION AGENT, THE TRUSTEE OR ANY
OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE NOTIFICATION OF ANY DEFECTS OR
IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR REVOCATION OF CONSENTS, OR INCUR
ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTIFICATION.
5. PARTIAL TENDERS AND CONSENTS. Tenders of Notes pursuant to the Offer (and
the corresponding Consents thereto pursuant to the Solicitation) will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof. If less than the entire principal amount of any Notes evidenced by a
submitted certificate is tendered, the tendering Holder must fill in the
principal amount tendered in the last column of the box entitled "Description
of Notes" herein. The entire principal amount represented by the certificates
for all Notes delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated. If the entire principal amount of all Notes is not
tendered or not accepted for purchase, certificates for the principal amount
of Notes not tendered or not accepted for purchase will be sent (or, if
tendered by book-entry transfer, returned by credit to the account at DTC
designated herein) to the Holder unless otherwise provided in the appropriate
box on this Consent and Letter of Transmittal (see Instruction 7) promptly
after the Notes are accepted for purchase.
6. SIGNATURES ON THIS CONSENT AND LETTER OF TRANSMITTAL, BOND POWERS AND
ENDORSEMENT; GUARANTEE OF SIGNATURES. If this Consent and Letter of
Transmittal is signed by the registered holder(s) of the Notes tendered hereby
or with respect to which Consent is given, the signature(s) must correspond
with the name(s) as written on the face of the certificate(s) without
alteration, enlargement or any change whatsoever. If this Consent and Letter
of Transmittal is signed by a participant in DTC whose name is shown as the
owner of the Notes tendered hereby, the signature must correspond with the
name shown on the security position listing as the owner of the Notes.
IF THIS CONSENT AND LETTER OF TRANSMITTAL IS EXECUTED BY A HOLDER OF NOTES
WHO IS NOT THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A VALID
PROXY, WITH THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY A MEDALLION
SIGNATURE GUARANTOR.
If any of the Notes tendered hereby (and with respect to which Consent is
given) are owned of record by two or more joint owners, all such owners must
sign this Consent and Letter of Transmittal. If any tendered Notes are
registered in different names on several certificates, it will be necessary to
complete, sign and submit as many separate copies of this Consent and Letter
of Transmittal and any necessary accompanying documents as there are different
names in which certificates are held.
If this Consent and Letter of Transmittal is signed by the Holder, and the
certificates for any principal amount of Notes not tendered or accepted for
purchase are to be issued (or if any principal amount of Notes that is not
tendered or not accepted for purchase is to be reissued or returned) to or, if
tendered by book-entry transfer, credited to the account at DTC of, the
registered Holder, and checks constituting payments for Notes to be purchased
and Consent Payments to be made in connection with the Offer and Solicitation
are to be issued to the order of the registered Holder, then the registered
Holder need not endorse any certificates for tendered Notes, nor provide a
separate bond power. In any other case (including if this Consent and Letter
of Transmittal is not signed by the registered Holder), the registered Holder
must either properly endorse the certificates for Notes tendered or transmit a
separate properly completed bond power with this Consent and Letter of
Transmittal (in either case, executed exactly as the name(s) of the registered
holder(s) appear(s) on such Notes, and, with respect to a participant in DTC
whose name appears on a security position listing as the owner of Notes,
exactly as the name(s) of the participant(s) appear(s) on such security
position listing), with the signature on the endorsement or bond power
guaranteed by a Medallion Signature Guarantor, unless such certificates or
bond powers are executed by an Eligible Institution. See Instruction 1.
If this Consent and Letter of Transmittal or any certificates of Notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to the Company of their authority so to act must
be submitted with this Consent and Letter of Transmittal.
12
<PAGE>
Endorsements on certificates for Notes, signatures on bond powers and
proxies and Consents provided in accordance with this Instruction 6 by
registered holders not executing this Consent and Letter of Transmittal must
be guaranteed by a Medallion Signature Guarantor. See Instruction 1.
7. SPECIAL PAYMENT AND SPECIAL DELIVERY INSTRUCTIONS. Tendering Holders
should indicate in the applicable box or boxes the name and address to which
Notes for principal amounts not tendered or not accepted for purchase or
checks constituting payments for Notes to be purchased and Consent Payments to
be made in connection with the Offer and Solicitation are to be issued or
sent, if different from the name and address of the registered Holder signing
this Consent and Letter of Transmittal. In the case of issuance in a different
name, the taxpayer identification or social security number of the person
named must also be indicated. If no instructions are given, Notes not tendered
or not accepted for purchase will be returned to the registered Holder of the
Notes tendered. For Holders of Notes tendering by book-entry transfer, Notes
not tendered or not accepted for purchase will be returned by crediting the
account at DTC designated above.
8. TAXPAYER IDENTIFICATION NUMBER. Each tendering Holder is required to
provide the Depositary with the Holder's correct taxpayer identification
number ("TIN"), generally the Holder's social security or federal employer
identification number, on Substitute Form W-9, which is provided under
"Important Tax Information" below, or, alternatively, to establish another
basis for exemption from backup withholding. A Holder must cross out item (2)
in the Certification box on Substitute Form W-9 if such Holder is subject to
backup withholding. Failure to provide the information on the form may subject
the tendering Holder to 31% federal income tax backup withholding on the
payments, including the Consent Payment, made to the Holder or other payee
with respect to Notes purchased pursuant to the Offer. The box in Part 3 of
the form should be checked if the tendering Holder has not been issued a TIN
and has applied for a TIN or intends to apply for a TIN in the near future. If
the box in Part 3 is checked and the Depositary is not provided with a TIN
within 60 days, thereafter the Depositary will withhold 31% from all such
payments with respect to the Notes to be purchased and the Consent Payments to
be made until a TIN is provided to the Depositary.
9. TRANSFER TAXES. The Company will pay all transfer taxes applicable to the
purchase and transfer of Notes pursuant to the Offer, except in the case of
deliveries of certificates for Notes for principal amounts not tendered or not
accepted for payment that are registered or issued in the name of any person
other than the registered Holder of Notes tendered hereby. Except as provided
in this Instruction 9, it will not be necessary for transfer stamps to be
affixed to the certificates listed in this Consent and Letter of Transmittal.
10. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of any tendered Notes or delivery
of Consents pursuant to any of the procedures described above will be
determined by the Company in the Company's sole discretion (whose
determination shall be final and binding). The Company expressly reserves the
absolute right, in its sole discretion, subject to applicable law, to reject
any or all tenders of any Notes or delivery of Consents determined by it not
to be in proper form or, in the case of Notes, if the acceptance for payment
of, or payment for, such Notes may, in the opinion of the Company's counsel,
be unlawful. The Company also reserves the absolute right, in its sole
discretion, subject to applicable law, to waive or amend any of the conditions
of the Offer or the Solicitation or to waive any defect or irregularity in any
tender with respect to Notes or delivery of Consents of any particular Holder,
whether or not similar defects or irregularities are waived in the case of
other Holders. The Company's interpretation of the terms and conditions of the
Offer and Solicitation (including the Consent and Letter of Transmittal and
the Instructions thereto) will be final and binding. Neither the Company, the
Depositary, the Dealer Manager, the Information Agent, the Trustee or any
other person will be under any duty to give notification of any defects or
irregularities in tenders or will incur any liability for failure to give any
such notification. If the Company waives its right to reject a defective
tender of Notes, the Holder will be entitled to the Tender Offer Consideration
and, if applicable, the Consent Payment.
11. WAIVER OF CONDITIONS. The Company expressly reserves the absolute right,
in its sole discretion, to amend or waive any of the conditions to the Offer
or Solicitation in the case of any Notes tendered or Consents delivered, in
whole or in part, at any time and from time to time.
12. MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES FOR NOTES. Any Holder
of Notes whose certificates for Notes have been mutilated, lost, stolen or
destroyed should write to or telephone Harris Trust and Savings Bank, the
Trustee, at 311 West Monroe, 12th Floor, Chicago, Illinois 60606, Attention:
Judy Bartolini, Corporate Trust Department, telephone (312) 461-2527.
13
<PAGE>
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering Notes and consenting to the Proposed Amendments and
requests for assistance or additional copies of the Statement and this Consent
and Letter of Transmittal may be directed to, and additional information about
the Offer and Solicitation may be obtained from, either the Dealer Manager or
the Information Agent, whose address and telephone number appear below.
IMPORTANT TAX INFORMATION
Under federal income tax laws, a Holder whose tendered Notes are accepted
for payment is required to provide the Depositary (as payer) with such
Holder's correct TIN on Substitute Form W-9 below or otherwise establish a
basis for exemption from backup withholding. If such Holder is an individual,
the TIN is his social security number. If the Depositary is not provided with
the correct TIN, a $50 penalty may be imposed by the Internal Revenue Service,
and payments, including any Consent Payment, made with respect to Notes
purchased pursuant to the Offer may be subject to backup withholding. Failure
to comply truthfully with the backup withholding requirements also may result
in the imposition of severe criminal and/or civil fines and penalties.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should furnish their TIN, write "Exempt" on the
face of the Substitute Form W-9, and sign, date and return the Substitute Form
W-9 to the Depositary. A foreign person, including entities, may qualify as an
exempt recipient by submitting to the Depositary a properly completed Internal
Revenue Service Form W-8, signed under penalties of perjury, attesting to that
Holder's foreign status. A Form W-8 can be obtained from the Depositary. See
the enclosed "Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9" for additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the Holder or other payee. Backup withholding is not an
additional federal income tax. Rather, the federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments, including any Total Consideration
or Tender Offer Consideration, as the case may be, made with respect to Notes
purchased pursuant to the Offer, the Holder is required to provide the
Depositary with either: (i) the Holder's correct TIN by completing the form
below, certifying that the TIN provided on Substitute Form W-9 is correct (or
that such Holder is awaiting a TIN) and that (a) the Holder has not been
notified by the Internal Revenue Service that the Holder is subject to backup
withholding as a result of failure to report all interest or dividends or (b)
the Internal Revenue Service has notified the Holder that the Holder is no
longer subject to backup withholding; or (ii) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE DEPOSITARY
The Holder is required to give the Depositary the TIN (e.g., social security
number or employer identification number) of the registered holder of the
Notes. If the Notes are held in more than one name or are held not in the name
of the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report.
14
<PAGE>
PAYER'S NAME: HARRIS TRUST COMPANY OF NEW YORK
------------------------------
SUBSTITUTE PART 1--PLEASE Social Security Number
PROVIDE YOUR TIN IN OR
THE BOX AT RIGHT AND
CERTIFY BY SIGNING
AND DATING BELOW
FORM W-9 ------------------------------
Employer Identification
Number
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
---------------------------------------------------------
PAYER'S REQUEST FOR PART 2--Certification--Under PART 3--
Penalties of Perjury, I Certify
that:
(1) The number shown on this form
is my correct Taxpayer
Identification Number (or I am
waiting for a number to be
issued to me) and
TAXPAYER IDENTIFICATION
NUMBER (TIN) Awaiting TIN [_]
- --------------------------------------------------------------------------------
Certificate instructions--You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding
because of under reporting interest or dividends on your tax return. However,
if after being notified by the IRS that you were subject to backup
withholding you received another notification from the IRS stating that you
are no longer subject to backup withholding, do not cross out item (2).
(2) I am not subject to backup
withholding either because I
have not been notified by the
Internal Revenue Service
("IRS") that I am subject to
backup withholding as a result
of failure to report all
interest or dividends, or the
IRS has notified me that I am
no longer subject to backup
withholding.
SIGNATURE _________________________________________ DATE ____________ , 1997
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER AND SOLICITATION.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number within
60 days, 31 percent of all reportable payments made to me thereafter will be
withheld until I provide a number.
------------------------------------------ _______________________ , 1997
Signature Date
15
<PAGE>
The Depositary for the Offer and the Solicitation is:
HARRIS TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
By Mail: By Overnight Courier: By Hand:
Wall Street Station 77 Water Street, 4th Floor Receive Window
P.O. Box 1023 New York, NY 10005 77 Water Street, 5th Floor
New York, NY 10268-1023 Attention: Reorganization Dept. New York, NY 10005
Attention: Reorganization Dept. Attention: Reorganization Dept.
</TABLE>
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 701-7636 or 7637
For Information Telephone (call collect):
(212) 701-7624
Any questions or requests for assistance or additional copies of this
Statement, the Consent and Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Information Agent at the telephone numbers and
address listed below. A Holder may also contact the Dealer Manager at its
telephone number set forth below or such Holder's broker, dealer, commercial
bank or trust company or nominee for assistance concerning the Offer and the
Solicitation.
The Information Agent for the Offer and the Solicitation is:
LOGO
156 Fifth Avenue
9th Floor
New York, New York 10010
(212) 929-5500 (collect)
Toll Free: (800) 322-2885
The Dealer Manager for the Offer and the Solicitation Agent for the
Solicitation is:
CHASE SECURITIES INC.
270 Park Avenue, 4th Floor
New York, New York 10017
Attention: Robert Berk
Telephone: (212) 270-1100 (collect)
<PAGE>
NOTICE OF GUARANTEED DELIVERY
IN RESPECT OF
ALL OF THE OUTSTANDING
12 1/4% SENIOR NOTES DUE 2002
OF
POLYMER GROUP, INC.
PURSUANT TO THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT
DATED JUNE 5, 1997
The Depositary for the Offer and the Solicitation is:
HARRIS TRUST COMPANY OF NEW YORK
By Mail: By Overnight Courier: By Hand:
Wall Street Station 77 Water Street, 4th Receive Window
P.O. Box 1023 Floor 77 Water Street, 5th
New York, NY 10268- New York, NY 10005 Floor
1023 Attention: New York, NY 10005
Attention: Reorganization Dept. Attention:
Reorganization Dept. Reorganization Dept.
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 701-7636 or 7637
For Information Telephone (call collect):
(212) 701-7624
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE VALID DELIVERY.
As set forth in the Offer to Purchase and Consent Solicitation Statement
dated June 5, 1997 (as it may be supplemented and amended from time to time,
the "Statement") of Polymer Group, Inc. (the "Company") under Item 7,
"Procedures for Tendering Notes and Delivery Consents," and in the
Instructions of the Consent and Letter of Transmittal (the "Consent and Letter
of Transmittal"), this form, or one substantially equivalent hereto, or an
Agent's Message relating to the guaranteed delivery procedures, must be used
to accept the Company's offer (the "Offer") to purchase for cash any and all
of its outstanding 12 1/4% Senior Notes due 2002 (the "Notes"), if, after the
Consent Expiration Date (as defined in the Statement), time will not permit
the Consent and Letter of Transmittal, certificates representing such Notes
and other required documents to reach the Depositary, or the procedures for
book-entry transfer cannot be completed, on or prior to the Tender Offer
Expiration Date (as defined in the Statement).
In conjunction with the Offer, the Company is also soliciting (the
"Solicitation") consents (the "Consents") to certain proposed amendments (the
"Proposed Amendments") to the Indenture dated as of June 24, 1994, between the
Company and First Union National Bank of South Carolina ("First Union"), as
amended by the First Supplemental Indenture dated as of March 15, 1995 between
the Company and First Union, the Second Supplemental Indenture dated as of
September 14, 1995 among the Company, First Union and Harris Trust and Savings
Bank, as trustee (the "Trustee"), the Third Supplemental Indenture dated as of
April 9, 1996 between the Company and the Trustee, and the Fourth Supplemental
Indenture dated as of August 14, 1996 between the Company and the Trustee (as
so amended, the "Indenture"), pursuant to which the Notes were issued. This
Notice of Guaranteed Delivery may not be used to tender Notes or deliver
Consents on or prior to the Consent Expiration Date. This form must be
delivered by an Eligible Institution (as defined herein) by mail or hand
delivery or transmitted via facsimile to the Depositary as set forth above.
All capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Statement.
This form is not to be used to guarantee signatures. If a signature on the
Consent and Letter of Transmittal is required to be guaranteed by a Medallion
Signature Guarantor under the instructions thereto, such signature guarantee
must appear in the applicable space provided in the Consent and Letter of
Transmittal.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and subject
to the conditions set forth in the Statement and the Consent and Letter of
Transmittal (receipt of which is hereby acknowledged), the principal amount of
the Notes specified below pursuant to the guaranteed delivery procedures set
forth in the Statement under Item 7, "Procedures for Tendering Notes and
Delivering Consents -- Guaranteed Delivery." The undersigned hereby authorizes
the Depositary to deliver this Notice of Guaranteed Delivery to the Company
and the Trustee with respect to the Notes tendered pursuant to the Offer.
The undersigned understands that Holders who desire to tender their Notes
pursuant to the Offer and receive the Total Consideration are required to
provide Consents to the Proposed Amendments with respect to the full principal
amount of the Notes so tendered on or prior to the Consent Expiration Date.
The undersigned understands that tenders of Notes will be accepted only in
principal amounts equal to $1,000 or integral multiples thereof. The
undersigned also understands that tenders of Notes may be withdrawn at any
time prior to the Tender Offer Expiration Date. This Notice of Guaranteed
Delivery may only be utilized after the Consent Expiration Date and on or
prior to the Tender Offer Expiration Date.
The undersigned understands that payment for Notes purchased will be made
only after timely receipt by the Depositary of (i) such Notes, or a Book-Entry
Confirmation, and (ii) a Consent and Letter of Transmittal (or a manually
signed facsimile thereof), including by means of an Agent's Message, of the
transfer of such Notes into the Depositary's account at a Book-Entry Transfer
Facility, with respect to such Notes, properly completed and duly executed,
with any signature guarantees and any other documents required by the Consent
and Letter of Transmittal within two New York Stock Exchange, Inc. trading
days after the execution hereof. The undersigned also understands that under
no circumstances will interest be paid by the Company by reason of any delay
in making payment to the undersigned and that the Tender Offer Consideration
for Notes tendered pursuant to the guaranteed delivery procedures will be the
same as that for Notes delivered to the Depositary after the Consent
Expiration Date and on or prior to the Tender Offer Expiration Date, even if
the Notes to be delivered pursuant to the guaranteed delivery procedures are
not so delivered to the Depositary, and therefore payment by the Depositary on
account of such Notes is not made, until after the Payment Date. THE
UNDERSIGNED IS AWARE THAT, ON OR PRIOR TO THE CONSENT EXPIRATION DATE, TENDERS
OF NOTES AND THE RELATED CONSENTS CANNOT BE DELIVERED USING THE GUARANTEED
DELIVERY PROCESS AND THAT USE OF THE GUARANTEED DELIVERY PROCESS COULD RESULT
IN A TENDER OF NOTES AND THE RELATED CONSENT BEING DEFECTIVE.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
All capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Statement.
2
<PAGE>
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Date: _____________________________
Holder(s) or Authorized
Signatory: ________________________
Address: __________________________
----------------------------------- -----------------------------------
----------------------------------- Area Code and Telephone No. _______
Name(s) of Registered Holder(s): __ If Notes will be delivered by
book-entry transfer, check trust
company below:
-----------------------------------
----------------------------------- [_] The Depositary Trust Company
Principal Amount of Notes DepositoryAccount No. _____________
Tendered: _________________________
-----------------------------------
HOLDERS WHO DESIRE TO TENDER THEIR NOTES PURSUANT TO THE OFFER AND RECEIVE
THE TOTAL CONSIDERATION ARE REQUIRED TO CONSENT TO THE PROPOSED AMENDMENTS
WITH RESPECT TO SUCH NOTES ON OR PRIOR TO THE CONSENT EXPIRATION DATE.
Certificate No.(s) of Notes (if
available) ________________________
This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly
as their name(s) appear(s) on certificate(s) for Notes or on a security
position listing as the owner of Notes, or by person(s) authorized to become
Holder(s) by endorsements and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information.
Please print name(s) and address(es)
Name(s): ____________________________________________________________________
-----------------------------------------------------------------------------
Capacity: ___________________________________________________________________
Address(es): ________________________________________________________________
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
DO NOT SEND NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE DEPOSITARY
TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED CONSENT AND LETTER OF
TRANSMITTAL.
3
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of the Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion Program or the New York Stock
Exchange, Inc. Medallion Signature Program (each, an "Eligible
Institution"), hereby represents that the tender of Notes hereby complies
with Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as
amended, and guarantees that the Notes tendered hereby are in proper form
for transfer (pursuant to the procedures set forth in the Statement under
Item 7, "Procedures for Tendering Notes and Delivering Consents-- Guaranteed
Delivery"), and that the Depositary will receive (a) such Notes, or a Book-
Entry Confirmation of the transfer of such Notes into the Depositary's
account at a Book-Entry Transfer Facility and (b) a properly completed and
duly executed Consent and Letter of Transmittal (or facsimile thereof) with
any required signature guarantees and any other documents required by the
Consent and Letter of Transmittal, or a properly transmitted Agent's
Message, within two New York Stock Exchange, Inc. trading days after the
date of execution hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Consent and Letter of
Transmittal and Notes to the Depositary within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible
Institution.
Name of Firm: _______________________________________________________________
Authorized Signature: _______________________________________________________
Title: ______________________________________________________________________
Address: ____________________________________________________________________
-----------------------------------------------------------------------------
(Zip Code)
Area Code and Telephone Number: _____________________________________________
Dated: _____________________ , 1997
4
