<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No.____________________)*
Polymer Group, Inc.
---------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-----------------------------------------------------
(Title of Class of Securities)
731745 10 5
------------------------------------
(CUSIP Number)
Copy to:
Jerry Zucker H. Kurt von Moltke
The InterTech Group, Inc. Kirkland & Ellis
FTG, Inc. 200 E. Randolph Drive
4838 Jenkins Avenue Chicago, Illinois 60601
North Charleston, South Carolina 29405 (312) 861-2000
(803) 744-5174
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 1997
-----------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 731745105 13D Page 2
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
Jerry Zucker
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON [ ]
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 3,017,979 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
3,868,148 (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 3,017,979 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,868,148 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
6,886,127 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
21.5% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 731745105 13D PAGE 3
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
The InterTech Group, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: [ ]
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable (See Item 3)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
South Carolina
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
3,599,557 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY None (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
3,599,557 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,599,557 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[x]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.2% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
co
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 731745105 13D PAGE 4
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: [ ]
FTG, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable (See Item 3)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
South Carolina
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 261,651 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
None (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 261,651 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
261,651 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.8% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
The name of the issuer is Polymer Group, Inc. (the "Issuer"). This
Schedule 13D Statement (this "Statement") relates to the Issuer's
Common Stock, par value $.01 per share (the "Common Stock"). The
principal executive offices of the Issuer are located at Polymer
Group, Inc., 4838 Jenkins Avenue, North Charleston, SC 29405.
Item 2. Identity and Background.
This Statement is being jointly filed by each of the following persons
pursuant to Rule 13d-1(f) promulgated by the Securities and Exchange
Commission (the "Commission") pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"): (i) Jerry
Zucker, by virtue of his purchases of certain shares of Common Stock
and resulting beneficial ownership of greater than 5% of the
outstanding shares of the Issuer's Common Stock, (ii) The InterTech
Group, Inc. ("InterTech"), by virtue of its beneficial ownership of
certain shares of Common Stock and its relationship with Mr. Zucker,
and (iii) FTG, Inc. ("FTG"), by virtue of its beneficial ownership of
certain shares of Common Stock and its relationship with Mr. Zucker.
Mr. Zucker, InterTech and FTG are collectively referred to herein as
the "Reporting Persons."
The Reporting Persons and certain other shareholders of the Issuer are
parties to a voting agreement, dated as of May 15, 1996, as amended on
July 18, 1997 (the "Voting Agreement"). The Voting Agreement provides
that the parties thereto will vote their shares in the same manner
with respect to certain issues presented to the Issuer's stockholders,
including the election of directors. By virtue of the Voting
Agreement, the Reporting Persons may be deemed to constitute a "group"
for purposes of Section 13(d)(3) of the Act. Each of the Reporting
Persons expressly disclaims beneficial ownership of shares of the
Issuer held by the other parties to the Voting Agreement, and
disclaims that they have agreed to act as a group in exercising voting
or investment power over any securities of the Issuer other than as
described in this Statement. Exhibit A, which is incorporated herein
by reference, sets forth the following information with respect to
each party to the Voting Agreement: (i) name, (ii) address of
principal business office, and (iii) the number of shares of Common
Stock owned by such party.
Both InterTech and FTG are South Carolina corporations and are private
holding companies specializing in polymer fiber and elastomeric
composites and fabrications. The address of both InterTech and FTG's
principal business and principal office is 4838 Jenkins Avenue, North
Charleston, SC 29405.
Information with respect to each of the Reporting Persons is given
solely by such Reporting Person, and no Reporting Person assumes
responsibility for the accuracy
Page 5
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or completeness of information given by another Reporting Person. By
their signature on this Statement, each of the Reporting Persons
agrees that this Statement is filed on behalf of such Reporting
Person.
Information with respect to individuals filing this Statement or
enumerated in Instruction C of this Schedule 13D is as follows:
(a) Names: The names of the Reporting Persons are Jerry Zucker, The
InterTech Group, Inc., and FTG, Inc. Mr. Zucker is the Chairman,
Chief Executive Officer, President and a director of both
InterTech and FTG. James G. Boyd is Executive Vice President,
Treasurer, Secretary and a director of both InterTech and FTG.
The information set forth herein for Mr. Boyd is provided solely
with respect to his position as an executive officer and a
director of InterTech and FTG. Mr. Boyd is not a Reporting Person
for purposes of this Schedule 13D.
(b) Business Address: The principal business address of each of
Messrs. Zucker and Boyd is 4838 Jenkins Avenue, North Charleston,
SC 29405. The principal business addresses of InterTech and FTG
are the same.
(c) Principal Occupation and the Name, Principal Business and Address
of any Corporation or Organization: Mr. Zucker's principal
occupation is serving as Chairman, President and Chief Executive
Officer of the Issuer. Mr. Boyd's principal occupation is serving
as Executive Vice President, Chief Financial Officer, Treasurer
and Secretary of the Issuer. The Issuer's principal business is
manufacturing and marketing a broad range of nonwoven and woven
polyolefin products. The Issuer's address is 4838 Jenkins Avenue,
North Charleston, SC 29405. Mr. Zucker is also Chairman, Chief
Executive Officer and a director of InterTech and FTG. Mr. Boyd
is also Executive Vice President, Treasurer, Secretary and a
director of InterTech and FTG. Both InterTech and FTG are private
holding companies specializing in polymer fiber and elastomeric
composites and fabrications.
(d) Criminal Proceedings: During the past five years, none of the
Reporting Persons or Mr. Boyd has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) Securities Laws: During the past five years, none of the
Reporting Persons or Mr. Boyd was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as
a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activity subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Page 6
<PAGE>
(f) Citizenship: Messrs. Zucker and Boyd are United States citizens.
InterTech and FTG are South Carolina corporations.
Item 3. Source and Amount of Funds or Other Consideration.
Each of the Reporting Persons has been a stockholder of the Issuer
since its inception. Pursuant to the recapitalization consummated in
connection with the Issuer's initial public offering of Common Stock
(the "IPO") on May 9, 1996, the holdings of Mr. Zucker, InterTech and
FTG were converted into 1,430,329, 3,599,557 and 261,651 shares of
Common Stock, respectively. In connection with ordinary brokerage
transactions consummated at various times subsequent to the IPO but
prior to October 31, 1997, Mr. Zucker purchased an aggregate of 80,500
shares of Common Stock at prevailing market prices using personal
funds. On October 31, 1997, Mr. Zucker purchased 1,500,000 shares of
Common Stock for $14,250,000. On November 3, 1997, Mr. Zucker
purchased 7,150 shares for $71,331. On November 3, 1997 an aggregate
of 6,940 shares of Common Stock were purchased by Mr. Zucker's wife
and children. The October 31, 1997 and November 3, 1997 transactions
were all financed with personal funds of the respective purchasers.
Item 4. Purpose of Transaction.
In addition to the shares of Common Stock already held by Mr. Zucker,
all of the shares purchased on October 31, 1997 and November 3, 1997
were purchased for investment purposes. The Reporting Persons may
acquire additional shares of Common Stock from time to time for
investment purposes. The Reporting Persons have no other plans or
proposals which would relate to or result in any action described in
the instructions to this Item 4.
Item 5. Interest in Securities of the Issuer.
(a) Amount Beneficially Owned:
Based on 32,000,000 shares outstanding, the Reporting Persons and
Mr. Boyd beneficially own the following number of shares of
Common Stock:
<TABLE>
<CAPTION>
-----------------------------------------------------------------
Shares Beneficially Percentage of
Name Owned Class
---- ----- -----
-----------------------------------------------------------------
<S> <C> <C>
Jerry Zucker 6,886,127 21.5%
-----------------------------------------------------------------
InterTech 3,599,557 13.6%
-----------------------------------------------------------------
FTG 261,651 0.8%
-----------------------------------------------------------------
James G. Boyd 4,337,979 13.6%
-----------------------------------------------------------------
</TABLE>
Page 7
<PAGE>
The shares of the Issuer's Common Stock reflected above include
3,017,919 shares held by Mr. Zucker, 6,940 shares held by Mr.
Zucker's wife and children, 3,599,557 shares held by InterTech,
261,651 shares held by FTG and 476,771 shares held by Mr. Boyd.
Mr. Zucker is Chairman, Chief Executive Officer, President, a
director and the controlling stockholder of both InterTech and
FTG, and as a result, may be deemed to share voting and
dispositive power over the shares held by InterTech and FTG. Mr.
Boyd is the Executive Vice President, Treasurer, Secretary, a
director and a stockholder of both InterTech and FTG, and as a
result, may be deemed to share voting and dispositive power over
the shares held by InterTech and FTG. Messrs. Zucker and Boyd
each expressly disclaim beneficial ownership of the shares held
by each other and by InterTech and FTG. Mr. Zucker disclaims
beneficial ownership of the shares held by his wife and children.
As previously noted, the Reporting Persons and certain other
shareholders of the Issuer are parties to the Voting Agreement.
The Voting Agreement provides that the parties thereto will vote
their shares in the same manner with respect to certain issues
presented to the Issuer's stockholders, including the election of
directors. Collectively, the parties to the Voting Agreement
beneficially own 16,307,832, or 51.0%, of the outstanding shares
of Common Stock. By virtue of the Voting Agreement, the Reporting
Persons may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Act. Each of the Reporting Persons
expressly disclaims beneficial ownership of shares of the Issuer
held by the other parties to the Voting Agreement, and disclaims
that they have agreed to act as a group in exercising voting or
investment power over any securities of the Issuer other than as
described in this Statement. Exhibit A, which is incorporated
herein by reference, sets forth the following information with
respect to each party to the Voting Agreement: (i) name, (ii)
address of principal business office, and (iii) the number of
shares of Common Stock owned by such party.
(b) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Jerry Zucker 3,017,979
InterTech 3,599,557
FTG 261,651
James G. Boyd 476,771
Page 8
<PAGE>
(ii) Shared power to vote or to direct the vote:
Jerry Zucker 3,868,148
James G. Boyd 3,861,208
(iii) Sole power to dispose or to direct the disposition of:
Jerry Zucker 3,017,979
InterTech 3,599,557
FTG 261,651
James G. Boyd 476,771
(iv) Shared power to dispose or to direct the disposition
of:
Jerry Zucker 3,868,148
James G. Boyd 3,861,208
The filing of this Statement shall not be construed as an
admission by Mr. Zucker, InterTech, FTG, Mr. Boyd or any party to
the Voting Agreement that such person is, for the purpose of
Section 13(d) or 13(g) of the Exchange Act or for any other
purposes, the beneficial owner of any securities covered by this
Statement.
(c) Transactions Within the Past 60 Days: In the past 60 days, the
following transactions have occurred involving the persons named
in paragraph (a) above.
<TABLE>
<CAPTION>
Person Who
Effected
the Transaction Number of Price Per
Transaction Date Shares Purchased Share
----------- ----------- ---------------- ---------
<S> <C> <C> <C>
Jerry Zucker October 31 1,500,000 $ 9.5000
Jerry Zucker November 1 5,800 $10.0000
Jerry Zucker November 1 1,350 $ 9.8750
Jerry Zucker (1) November 1 1,260 $10.0000
Jerry Zucker (1) November 1 1,600 $ 9.8750
Jerry Zucker (2) November 1 580 $ 9.9375
Jerry Zucker (2) November 1 3,500 $ 9.8750
</TABLE>
All purchases except the October 31, 1997 purchase of 1,500,000
shares were effected through unsolicited brokers' transactions on
the New York Stock Exchange. The October 31, 1997 purchase of
1,500,000 shares was effected through a block trade in accordance
with the rules of the New York Stock Exchange.
Page 9
<PAGE>
(1) Held in a custodial account for the benefit of Mr. Zucker's
children.
(2) Held by Mr. Zucker's wife.
(d) Right to Receive or Power to Direct: No person other than the
Reporting Persons has the right to receive or the power to direct
the receipt of dividends from or the proceeds from the sale of
the Common Stock owned beneficially by any of the Reporting
Persons.
(e) Date Reporting Person Ceased to be 5% Owner: Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Reference is made to the information disclosed under Items 2, 3, 4 and
5 of this Statement regarding the Voting Agreement.
Item 7. Materials to be Filed as Exhibits.
Exhibit A: Schedule setting forth (i) name, (ii) address of
principal place of business, and (iii) the number of
shares of Common Stock owned by each party to the Voting
Agreement.
Exhibit B: Joint Filing Agreement among the Reporting Persons
pursuant to Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended.
Exhibit C: Voting Agreement, dated as of May 15, 1996, as amended on
July 18, 1997.
Page 10
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 5, 1997
/s/ Jerry Zucker
--------------------------------------
Print Name: Jerry Zucker
Page 11
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 5, 1997
The InterTech Group, Inc.
By: /s/ Jerry Zucker
---------------------------------------
Print Name: Jerry Zucker
Its: Chairman, Chief Executive Officer and
President
Page 12
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 5, 1997
FTG, Inc.
By: /s/ Jerry Zucker
---------------------------------------
Print Name: Jerry Zucker
Its: Chairman, Chief Executive Officer and
President
Page 13
<PAGE>
Exhibit A
Parties to the Voting Agreement
-------------------------------
<TABLE>
<CAPTION>
Address of Principal Number of Shares
Name Business Office of Common Stock (a)
- ---- --------------- -------------------
<S> <C> <C>
Jerry Zucker 4838 Jenkins Avenue 3,017,979
North Charleston, SC 29405
James G. Boyd 4838 Jenkins Avenue 476,771
North Charleston, SC 29405
The InterTech 4838 Jenkins Avenue 3,599,557
Group, Inc. North Charleston, SC 29405
Golder, Thoma, Cressey c/o Golder, Thoma, Cressey, 7,109,096
Fund III, L.P. Rauner, Inc.
6100 Sears Tower
Chicago, IL 60606-6402
The Chase Manhattan One Chase Manhattan Plaza 1,040,000
Foundation New York, NY 10081
FTG, Inc. 4838 Jenkins Avenue 261,651
North Charleston, SC 29405
Leeway & Co. c/o State Street Bank and 795,838
Trust Co.
Master Trust Division-Q4W
P.O. Box 1992
Boston, MA 02110
</TABLE>
(a) Share information provided in this Exhibit A is based on the most recent
information available to the Reporting Persons through public disclosure or
otherwise. Each Reporting Person makes no representations as to the accuracy of
information set forth herein other than for itself.
Page 14
<PAGE>
Exhibit B
SCHEDULE 13D JOINT FILING AGREEMENT
The undersigned and each other person executing this joint filing
agreement (this "Agreement") agree as follows:
(i) The undersigned and each other person executing this Agreement
are individually eligible to use the Schedule 13D to which this Exhibit is
attached and such Schedule 13D is filed on behalf of the undersigned and each
other person executing this Agreement; and
(ii) The undersigned and each other person executing this Agreement
are responsible for the timely filing of such Schedule 13D and any amendments
thereto, and for the completeness and accuracy of the information concerning
such person contained therein; but none of the undersigned or any other person
executing this Agreement is responsible for the completeness or accuracy of the
information statement concerning any other persons making the filing, unless
such person knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
* * * * *
Date: November 5, 1997
/s/ Jerry Zucker
--------------------------------------------
Print Name: Jerry Zucker
The InterTech Group, Inc.
By: /s/ Jerry Zucker
----------------------------------------
Print Name: Jerry Zucker
Its: Chairman, Chief Executive Officer and
President
FTG, Inc.
By: /s/ Jerry Zucker
----------------------------------------
Print Name: Jerry Zucker
Its: Chairman, Chief Executive Officer and
President
Page 15
<PAGE>
Exhibit C
VOTING AGREEMENT
----------------
THIS AGREEMENT is made as of May 15, 1996, by and among Polymer Group,
Inc., a Delaware corporation (the "Company"), The InterTech Group, Inc., a South
Carolina corporation ("InterTech"), Golder, Thoma, Cressey Fund III Limited
Partnership, an Illinois limited partnership ("GTC"), Jerry Zucker ("Zucker"),
James G. Boyd ("Boyd"), FTG, Inc., a South Carolina corporation ("FTG"), Chase
Manhattan Investment Holdings, Inc., a Delaware corporation ("Chase") and Leeway
& Co. ("Leeway"). InterTech, GTC, Zucker, Boyd, FTG, Chase and Leeway are
sometimes collectively referred to herein as the "Stockholders" and individually
as a "Stockholder." Certain capitalized terms used herein are defined in
paragraph 4 hereof.
The Company and the Stockholders desire to enter into this Agreement
for the purpose of establishing the composition of the Company's board of
directors (the "Board").
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:
1. Board of Directors.
(a) From and after the date hereof and until the provisions of this
paragraph 1 cease to be effective, each Stockholder shall vote all of his or its
Stockholder Shares and any other voting securities of the Company over which
such Stockholder has voting control and shall take all other necessary or
desirable actions within his or its control (whether in the capacity as a
stockholder, director, member of a board committee or officer of the Company or
otherwise, and including, without limitation, attendance at meetings in person
or by proxy for purposes of obtaining a quorum and execution of written consents
in lieu of meetings), and the Company shall take all necessary and desirable
actions within its control (including, without limitation, calling special board
and stockholder meetings), so that:
(i) the authorized number of directors on the Board shall be
established at seven directors;
(ii) the following persons shall be elected to the Board:
(A) the Chief Executive Officer of the Company;
(B) the Executive Vice President of the Company;
Page 16
<PAGE>
(C) two representatives designated by GTC (the "GTC
Directors"); and
(D) two representatives jointly selected by GTC and the ZB
Group (based upon a vote of the holders of a majority of the Company's
voting stock held by the ZB Group (the "Independent Directors")),
provided that no Independent Director shall be (x) a member of the
Company's management or an employee or officer of the Company or any
of its Subsidiaries or (y) an officer, stockholder, general partner or
employee of GTC, any member of the ZB Group or any of their
Affiliates.
(iii) any committees of the Board are to be created only upon
the approval of a majority of the members of the Board;
(iv) the removal from the Board (with or without cause) of any
representative designated hereunder pursuant to (ii)(C)and (ii)(D) above
shall be at the written request of GTC and of GTC and the holders of a
majority of the Stockholder Shares held by the ZB Group, respectively, but
only upon such written request and under no other circumstances; and
(v) in the event that any representative designated pursuant to
(ii)(C) and (ii)(D) above for any reason ceases to serve as a member of the
Board during his term of office, the resulting vacancy on the Board shall
be filled by a representative designated by GTC and by GTC and the holders
of a majority of the Stockholder Shares held by the ZB Group, respectively,
as provided hereunder.
(b) The Company shall pay the reasonable out-of-pocket expenses
incurred by each director in connection with attending the meetings of the Board
and any committee thereof. In addition, the Company shall pay to each GTC
Director and each Independent Director an annual fee of $5,000, and $500 for any
committee meeting attended on a day other than a day of a Board meeting; which
amounts shall be subject to periodic review and increase by the Board. So long
as any GTC Director or Independent Director serves on the Board and for five
years thereafter, the Company shall maintain directors and officers indemnity
insurance coverage satisfactory to GTC, and the Company's certificate of
incorporation and bylaws shall provide for indemnification and exculpation of
directors to the fullest extent permitted under applicable law.
(c) The rights of GTC and the ZB Group, respectively, under this
paragraph 1 shall terminate at such time as any such Person (together with its
Permitted Transferees) holds in the aggregate less than 10% of the Common Stock
on a fully diluted basis (assuming the exercise of all outstanding options,
warrants and other securities convertible into or exchangeable for Common
Stock).
Page 17
<PAGE>
(d) If any party fails to designate a representative to fill a
directorship pursuant to the terms of this paragraph 1, the election of a person
to such directorship shall be accomplished in accordance with the Company's or
any Subsidiary's by-laws and applicable law, as appropriate.
2. Legend. Each certificate evidencing voting capital stock of the
Company owned by a party hereto and each certificate issued in exchange for or
upon the transfer of any such securities (if such shares remain subject hereto
after such transfer) shall be stamped or otherwise imprinted with a legend in
substantially the following form:
"The securities represented by this certificate are subject to a
Voting Agreement dated as of May 15, 1996, among the issuer of such
securities (the "Company") and certain of the Company's stockholders.
A copy of such Voting Agreement will be furnished without charge by
the Company to the holder hereof upon written request."
The Company shall imprint such legend on certificates evidencing Stockholder
Shares outstanding prior to the date hereof. The legend set forth above shall
be removed from the certificates evidencing any shares which cease to be
Stockholder Shares in accordance with the terms hereof.
3. Transfer. Prior to transferring any Stockholder Shares (other than
in a Public Sale or upon the Sale of the Company to any Person), the
transferring Stockholder shall cause the prospective transferee to execute and
deliver to the Company and the other Stockholders a counterpart of this
Agreement.
4. Definitions.
"Affiliate" means any Person which controls, is controlled by or is
under common control with another Person, any partner of any Person which is a
partnership and Persons which have received distributions of securities from a
partnership holding such securities.
"Certificate of Incorporation" means the Company's amended and
restated certificate of incorporation of the Company as filed with the Delaware
Secretary of State on May 15, 1996.
"Common Stock" means the Company's Common Stock, par value $.01 per
share.
"Family Group" means an Executive's spouse and descendants (whether
natural or adopted) and any trust solely for the benefit of the Executive and/or
the Executive's spouse and/or descendants.
"Permitted Transferees" means (i) in the case of a Stockholder who is
a natural person, such person's spouse, descendants (whether natural or adopted)
and any trust solely for the benefit of such person and/or such person's spouse
and/or descendants, and (ii) in the case of any other Stockholder, any Affiliate
of such Stockholder.
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"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision thereof.
"Public Sale" means any sale of Stockholder Shares to the public
pursuant to an offering registered under the Securities Act or to the public
through a broker, dealer or market maker pursuant to the provisions of Rule 144
adopted under the Securities Act.
"Recapitalization Agreement" means the Recapitalization Agreement of
even date herewith among the Company and the Stockholders.
"Securities Act" means the Securities Act of 1933, as amended from
time to time.
"Stockholder Shares" means (i) any Common Stock owned by any
Stockholder, whether acquired pursuant to the Recapitalization Agreement or
otherwise, and (ii) any equity securities issued or issuable directly or
indirectly with respect to the Securities referred to in clause (i) above by way
of stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any
particular shares constituting Stockholder Shares, such shares will cease to be
Stockholder Shares when they have been disposed of in a Public Sale.
"Subsidiary" means, with respect to any Person, any corporation,
partnership, association or other business entity of which (i) if a corporation,
a majority of the total voting power of shares of stock entitled (without regard
to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof, or (ii) if a partnership, association or other
business entity, a majority of the partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
any Person or one or more Subsidiaries of that Person or a combination thereof.
For purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a partnership, association or other business entity if
such Person or Persons shall be allocated a majority of partnership, association
or other business entity gains or losses or shall be or control the managing
director or general partner of such partnership, association or other business
entity.
"ZB Group" means Zucker, Boyd, InterTech, and FTG.
5. Amendment and Waiver. Except as otherwise provided herein, no
modification, amendment or waiver of any provision of this Agreement shall be
effective against the Company or the Stockholders unless such modification,
amendment or waiver is approved in writing by the Company, GTC and the ZB Group
(determined by a vote of the holders of a majority of the Stockholder Shares
held by the ZB Group). The failure of any party to enforce any of the
provisions of this Agreement shall in no way be construed as a waiver of such
provisions and shall not affect the
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<PAGE>
right of such party thereafter to enforce each and every provision of this
Agreement in accordance with its terms.
6. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
7. Entire Agreement. Except as otherwise expressly set forth herein,
this document embodies the complete agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among the
parties, written or oral.
8. Successors and Assigns. Except as otherwise provided herein, this
Agreement shall bind the Stockholders and the respective successors and assigns
of each of them.
9. Counterparts. This Agreement may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.
10. Remedies. The Company and the Stockholders shall be entitled to
enforce their rights under this Agreement specifically to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights existing in their favor. The parties hereto agree and acknowledge
that money damages may not be an adequate remedy for any breach of the
provisions of the Agreement and that the Company and the Stockholders in its
sole discretion apply to any court of law or equity of competent jurisdiction
for specific performance and/or injunctive relief (without posting a bond or
other security) in order to enforce or prevent any violation of the provisions
of this Agreement.
11. Notices. Any notice provided for in this Agreement shall be in
writing and shall be either personally delivered, or mailed first class mail
(postage prepaid) or sent by reputable overnight courier service (charges
prepaid) to the Company at the address set forth below and to any other
recipient at the address indicated on the signature page hereto and to any
subsequent holder of Stockholder Shares subject to this Agreement at such
address as indicated by the Company's records, or at such address or to the
attention of such other person as the recipient party has specified by prior
written notice to the sending party. Notices will be deemed to have been given
hereunder when delivered personally, three days after deposit in the U.S. mail
and one day after deposit with a reputable overnight courier service. The
Company's address is:
Polymer Group, Inc.
4838 Jenkins Avenue
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<PAGE>
North Charleston, South Carolina 29406
Attention: President
12. Governing Law. The corporate law of Delaware shall govern all
issues concerning the relative rights of the Company and its stockholders. All
other questions concerning the construction, validity and interpretation of this
Agreement shall be governed by the internal law, and not the law of conflicts,
of New York.
13. Descriptive Headings. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
* * * * *
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Stockholder
Agreement on the day and year first above written.
POLYMER GROUP, INC.
By: /s/ JERRY ZUCKER
------------------------------------
Its: Chairman, President and CEO
THE INTERTECH GROUP, INC.
Address: By: /s/ JERRY ZUCKER
4838 Jenkins Avenue ------------------------------------
North Charleston, SC 29406 Its: Chairman, President and CEO
GOLDER, THOMA, CRESSEY FUND III LIMITED
PARTNERSHIP
By: Golder, Thoma, Cressey & Rauner,
L.P.
Its: General Partner
Address: By: /s/ BRUCE V. RAUNER
6100 Sears Tower -----------------------------------
Chicago, IL 60606-6402 Its: General Partner
Address: /s/ JERRY ZUCKER
c/o The InterTech Group, Inc. --------------------------------------
4838 Jenkins Avenue Jerry Zucker
North Charleston, SC 29406
Address: /s/ JAMES G. BOYD
c/o The InterTech Group, Inc. -------------------------------------
James G. Boyd
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<PAGE>
4838 Jenkins Avenue
North Charleston, SC 29406
FTG, INC.
Address:
4838 Jenkins Avenue By: /s/ JERRY ZUCKER
North Charleston, SC 29406 ------------------------------------
Attention: President Its: Chairman, President and CEO
CHASE MANHATTAN INVESTMENT
HOLDINGS, INC.
Address:
c/o Chase Capital Partners
380 Madison Avenue, 12th Floor By: /s/ DONNA R. CARTER
New York, NY 10017 ------------------------------------
Attention: Robert Ruggiero Its: SVP and Treasurer
LEEWAY & CO.
By: State Street Bank and Trust Company,
Partner
Address:
c/o State Street Bank and
Trust Company By: /s/ JOHN MUIR
Master Trust Division-Q4W ------------------------------------
P.O. Box 1992 Its: Assistant Vice President
Boston, MA 02101
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<PAGE>
ANNEX I
ADDITION OF PROSPECTIVE TRANSFEREE AS A NEW
STOCKHOLDER TO VOTING AGREEMENT DATED MAY 15, 1996
This supplemental agreement and counterpart is made as of this 18th day of
July, 1997, by and between Polymer Group, Inc., a Delaware corporation (the
"Company"), and The Chase Manhattan Foundation (the "New Stockholder"), and
incorporates by reference the Voting Agreement dated May 15, 1996 (the "Voting
Agreement"), by and among the Company, Zucker, Boyd, InterTech, FTG, GTC, Chase
and Leeway (each as defined in the Voting Agreement and collectively, the
"Stockholders"). Defined terms used herein shall have the same meanings as set
forth in the Voting Agreement.
WHEREAS, there exists a Voting Agreement by and among the Stockholders and
the Company, limiting the transferability of Stockholder Shares; and
WHEREAS, Chase wishes to transfer, and the New Stockholder wishes to
acquire, shares of the Company's Common Stock currently held by Chase; and
WHEREAS, Section 3 of the Voting Agreement requires any prospective
transferee of Stockholder Shares not acquiring such shares in a Public Sale to
execute a counterpart to the Voting Agreement; and
WHEREAS, the New Stockholder has been given a copy of the Voting Agreement,
has been given the opportunity to read it, has had any questions regarding the
document answered, and understands that the Stockholder Shares to be acquired
from Chase may only be sold subject to the Voting Agreement.
NOW, THEREFORE, for mutual covenants exchanged and other valuable
consideration, IT IS AGREED:
1. Pursuant to Section 3 of the Voting Agreement, the New Stockholder
agrees to be bound by the terms of the Voting Agreement with respect to all
Stockholder Shares.
2. The Company agrees, and on behalf of each of the Stockholders a party
to the Voting Agreement agrees, to be bound by the terms of the Voting Agreement
with respect to the New Stockholder.
3. All parties agree that the language of the Voting Agreement itself,
rather than the language of this document, controls with regard to any conflict
between the two.
* * *
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<PAGE>
IN WITNESS WHEREOF, the Company and the New Stockholder have each caused
this supplemental agreement and counterpart to be signed by its duly authorized
officer as of the date first set forth above.
POLYMER GROUP, INC.
By: /s/ JAMES G. BOYD
-----------------------------------
Its: EVP, CFO, Treasurer and Secretary
THE CHASE MANHATTAN FOUNDATION
By: [Authorized Signatory]
Its:
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