<PAGE>
SCHEDULE 14A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Polymer Group, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
[LOGO]
Notice of
2000 Annual Meeting of Stockholders
and
Proxy Statement
<PAGE>
[LOGO]
4838 Jenkins Avenue
North Charleston, South Carolina 29405
April 21, 2000
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
which will be held on Thursday, May 25, 2000, at 11:00 a.m., local time, at
the Harbour Club, 35 Prioleau Street, Charleston, South Carolina 29401.
The Notice of Meeting, Proxy Statement and Proxy are included with this
letter. The matters listed in the Notice of Meeting are more fully described
in the Proxy Statement.
It is important that your shares are represented and voted at the Annual
Meeting, regardless of the size of your holdings. Accordingly, please mark,
sign and date the enclosed Proxy and return it promptly in the envelope
provided. If you attend the Annual Meeting, you may, of course, withdraw your
Proxy should you wish to vote in person.
Sincerely,
Jerry Zucker
Chairman, President and Chief
Executive Officer
<PAGE>
Polymer Group, Inc.
4838 Jenkins Avenue
North Charleston, South Carolina 29405
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
The 2000 annual meeting (the "Annual Meeting") of stockholders of Polymer
Group, Inc. (the "Corporation" or the "Company") will be held on Thursday, May
25, 2000, at 11:00 a.m., local time, at the Harbour Club, 35 Prioleau Street,
Charleston, South Carolina 29401, to consider and take action with respect to
the following matters:
(1) The election of two directors for three-year terms or until their
successors are duly elected and qualified.
(2) The ratification of the appointment of Ernst & Young LLP as
independent auditors for the year ending December 30, 2000 (fiscal 2000).
(3) The transaction of such other business as may properly come before
the Annual Meeting and any adjournments or postponements thereof.
Holders of record of the Corporation's Common Stock at the close of business
on April 5, 2000, are entitled to receive notice of and to vote on all matters
presented at the Annual Meeting and at any adjournments or postponements
thereof.
By order of the Board of Directors
/s/ James G. Boyd
------------------------------
James G. Boyd
Secretary
April 21, 2000
Whether or not you plan to attend the Annual Meeting in person and
regardless of the number of shares you own, please mark, sign and date the
enclosed Proxy and mail it promptly in the envelope provided to ensure that
your shares will be represented. You may nevertheless vote in person if you
attend the Annual Meeting.
<PAGE>
Polymer Group, Inc.
4838 Jenkins Avenue
North Charleston, South Carolina 29405
----------------
PROXY STATEMENT
----------------
Annual Meeting of Stockholders
May 25, 2000
----------------
This proxy statement (the "Proxy Statement") is being furnished to the
holders of common stock, par value $0.01 per share (the "Common Stock"), of
Polymer Group, Inc. (the "Corporation" or the "Company") in connection with
the solicitation of proxies on behalf of the Board of Directors of the
Corporation (the "Board of Directors" or "Board") for the 2000 annual meeting
(the "Annual Meeting") of stockholders to be held on May 25, 2000 at the
Harbour Club, 35 Prioleau Street, Charleston, South Carolina 29401, and at any
adjournments or postponements thereof. Proxy Statements and proxies are being
mailed to stockholders on or about April 21, 2000.
When you sign and return the enclosed proxy, the shares represented thereby
will be voted in accordance with the directions noted thereon. If no direction
is indicated, the shares represented thereby will be voted FOR the slate of
directors described herein, FOR the ratification of the appointment of Ernst &
Young LLP as the Corporation's independent auditors for the year ending
December 30, 2000 (fiscal 2000) and, as to any other business as may properly
be brought before the Annual Meeting and any adjournments or postponements
thereof, in accordance with the judgment of the person or persons voting on
such matter or matters.
Returning your completed proxy will not prevent you from voting in person at
the Annual Meeting should you be present and wish to do so. In addition, you
may revoke your proxy any time before it is voted by written notice to the
Secretary of the Corporation prior to the Annual Meeting or by submission of a
later-dated proxy.
Each outstanding share of Common Stock entitles the holder thereof to one
vote. Holders are not entitled to vote fractional shares. On April 5, 2000,
the record date, there were 32,004,200 shares of Common Stock outstanding. The
presence in person or by proxy of the holders of a majority of such shares of
Common Stock shall constitute a quorum. Under Delaware law, abstentions are
treated as present and entitled to vote and therefore are counted in
determining the existence of a quorum and will have the effect of a vote
against any matter requiring the affirmative vote of a majority of the shares
present and entitled to vote at the Annual Meeting. If an executed proxy is
returned by a broker holding shares in street name which indicates that the
broker does not have discretionary authority as to certain shares to vote on
one or more matters (a "broker non-vote"), such shares will be considered
present but not entitled to vote, and thus will be counted in determining the
existence of a quorum but will not be counted in determining whether a matter
requiring approval of a majority of the shares present and entitled to vote
has been approved or whether a plurality of the vote of the shares present and
entitled to vote has been cast.
ELECTION OF DIRECTORS
The Board of Directors is currently comprised of seven directors divided
into three classes. The term of each class expires in different years. One
class consists of Jerry Zucker and Bruce V. Rauner, whose terms expire at the
2000 Annual Meeting. One class consists of James G. Boyd and Michael J.
McGovern, whose terms
<PAGE>
expire at the 2001 Annual Meeting. One class consists of David A. Donnini,
Duncan M. O'Brien, Jr. and L. Glenn Orr, Jr., whose terms expire at the 2002
Annual Meeting. Messrs. Zucker and Rauner have been nominated for re-election
to the Board of Directors this year to serve for three-year terms or until
their successors are duly elected and qualified. The Board of Directors
expects all nominees named herein to be available for election. In case any
nominee is not available, the proxy holders may vote for a substitute, unless
the Board of Directors reduces the number of directors.
Directors will be elected at the Annual Meeting by a plurality of the votes
cast at the Annual Meeting by the holders of shares represented in person or
by proxy. There is no right to cumulate voting as to any matter, including the
election of directors.
The following sets forth information as to each director and nominee for
director as of April 5, 2000, including age, principal occupation and
employment during the past five years, directorships in other publicly held
companies, membership on committees of the Board of Directors and period of
service as a director of the Corporation.
The Board of Directors recommends a vote "FOR" the re-election of Messrs.
Zucker and Rauner to the Board of Directors.
Nominees for Board of Directors
Jerry Zucker, 50, has served as Chairman, President, Chief Executive Officer
and a Director of the Corporation since its inception. In addition to his
duties with the Corporation, Mr. Zucker presently serves as Chairman,
President, Chief Executive Officer and a Director of The InterTech Group, Inc.
("InterTech"), one of the Corporation's principal stockholders, and has served
in this capacity since 1983.
Bruce V. Rauner, 44, has been a Director of the Corporation since its
inception. Mr. Rauner has been a Principal of Golder, Thoma, Cressey, Rauner,
Inc. ("Golder, Thoma") since 1984 and a Principal of GTCR Golder Rauner,
L.L.C. ("Golder Rauner") since January 1998, where he is responsible for
originating and making new investments, monitoring portfolio companies and
recruiting and training associates. Mr. Rauner is also a Director of Province
Healthcare Company, Lason, Inc., Coinmach Laundry Corporation, Metamor
Worldwide Inc., AppNet, Inc., Esquire Communications Ltd, AnswerThink
Consulting Group, Inc. and U.S. Aggregates, Inc.
Current Continuing Directors
James G. Boyd, 55, has served as Executive Vice President, Chief Financial
Officer, Treasurer, Secretary and a Director of the Corporation since its
inception. In addition to his duties with the Corporation, Mr. Boyd presently
serves as Executive Vice President, Treasurer, Secretary and Director of
InterTech and has served in this capacity since 1986.
David A. Donnini, 34, has served as a Director of the Corporation since its
inception. Mr. Donnini has been a Principal of Golder, Thoma since 1993 and a
Principal of Golder Rauner since January 1998. From 1991 to 1993, Mr. Donnini
was an Associate with Golder, Thoma. Prior to joining Golder, Thoma in 1991,
Mr. Donnini attended The Stanford Graduate School of Business. Mr. Donnini is
also a director of Coinmach Laundry Corporation and U.S. Aggregates, Inc.
Michael J. McGovern, 37, has been a director of the Corporation since May
1996. Mr. McGovern has served as a Managing Director in the Global Investment
Banking Division of Chase Securities Inc. since April 1996. Prior thereto, Mr.
McGovern was a Managing Director in the Global Corporate Finance division of
The Chase Manhattan Bank, N.A. from January 1996 until April 1996. Mr.
McGovern was a Vice President in Global Corporate Finance for The Chase
Manhattan Bank, N.A. from December 1990 until January 1996.
Duncan M. O'Brien, Jr., 40, has served as a Director of the Corporation
since September 1998. Mr. O'Brien has been President of Crescendo Capital
Partners, an investment banking firm, since August 1999. From June 1998
through August 1999, Mr. O'Brien served as Vice Chairman, Director of
Investment Banking, of George K. Baum & Company, an investment banking firm.
Prior thereto, from 1984 until April 1998, Mr. O'Brien was with Goldman, Sachs
& Co., an investment banking firm, serving most recently as a Vice President.
2
<PAGE>
L. Glenn Orr, Jr., 59, has served as a Director of the Corporation since
February 1997. Mr. Orr has been Chairman, President and Chief Executive
Officer of Orr Management Company, a management consulting firm, since
February 1995. Prior thereto, from October 1990 until February 1995, Mr. Orr
was Chairman, President and Chief Executive Officer of Southern National
Corporation, a bank holding company which merged with BB&T Corp. in 1995. Mr.
Orr is also a director of BMC Fund, Ladd Furniture Company and Highwoods
Properties.
Senior Officers (Other Than Those who are Directors and Listed Above)
James L. Schaeffer, 49, Executive Vice President of the Corporation and
President and Chief Operating Officer, Nonwovens since August 1999. Mr.
Schaeffer served as Vice President and Chief Operating Officer, Nonwovens from
February 1998 through August 1999. Mr. Schaeffer served as Group Vice
President--Operations and General Manager (Americas), Nonwovens from March
1995 through February 1998. From 1992 until March 1995, Mr. Schaeffer served
as Vice President--Operations/Engineering of FiberTech Group, Inc.
("FiberTech"), a wholly-owned subsidiary of the Corporation. Prior to joining
FiberTech, Mr. Schaeffer served as General Manager for Scott Nonwovens at the
Landisville facility from 1990 to 1992.
S. Grant Reeves, 44, has served as Vice President and Chief Operating
Officer, Oriented Polymers Division since February 1998. From February 1994
through February 1998, Mr. Reeves also served as a Vice President of the
Corporation. Mr. Reeves joined InterTech in 1986, where he served as
Controller of Reemay, Inc. ("Reemay"), a former InterTech affiliate, through
December 1987. From January 1988 through June 1991, Mr. Reeves served as Vice
President--Finance and Manufacturing for RM Engineered Products, Inc., a
former InterTech affiliate. From June 1991 through January 1994, Mr. Reeves
served as General Manager at Fabrene, Inc. ("Fabrene"), a wholly-owned
subsidiary of the Corporation.
Thomas E. Phillips, 50, has served as Senior Vice President--Nonwovens since
August 1999. From February 1998 through August 1999, Mr. Phillips served as
Group Vice President--Sales (Americas), Finance, Information Technology and
Human Resources, Nonwovens. Mr. Phillips served as Group Vice President--
Finance, Systems and Administration, Nonwovens from March 1995 through
February 1998. From 1993 until March 1995, Mr. Phillips served as General
Manager and Vice President of FiberTech. Prior to joining FiberTech, Mr.
Phillips served as a Vice President (1986-1992) and a Senior Vice President
(1992-1993) of Reemay, where his responsibilities included financial, systems,
human resources and administrative functions.
Rolf J. Altdorf, 46, has served as Vice President--Europe, Nonwovens since
July 1998. From March 1995 to July 1998, Mr. Altdorf served as Managing
Director and Vice President--Marketing and Sales of Chicopee B.V., a
subsidiary of the Corporation, in Cuijk, The Netherlands. From October 1985 to
March 1995, Mr. Altdorf served in several different capacities in the research
and development, marketing and European projects departments of Johnson &
Johnson in Dusseldorf, Germany and Cuijk, The Netherlands.
Richard L. Ferencz, 55, has served as Group Vice President--Advanced
Technology and Engineering, Nonwovens since February 1998. From March 1996 to
February 1998, Mr. Ferencz served as Vice President--Advanced Technology and
Engineering of the Company. From 1992 to 1996 Mr. Ferencz served as Vice
President of Engineering of the Company. Prior to joining the Company, Mr.
Ferencz served as Director of Systems of Reemay (1986-1992).
Peter C. Bourgeois, 56, has served as Group Vice President and General
Manager--Fabrene and DIFCO Performance Fabrics, Inc., a wholly-owned
subsidiary of the Corporation, since February 1998. Mr. Bourgeois served as
Vice President, Wovens from 1993 through February 1998. Mr. Bourgeois served
as Vice President--Marketing and Sales for Fabrene from June 1989 until 1993.
There are no family relationships among the foregoing persons.
Board and Committee Meetings
The Board of Directors held four meetings (exclusive of committee meetings)
during the preceding fiscal year. The Board of Directors has established the
following committees, the functions and current members of
3
<PAGE>
which are noted below. Each current director attended 75% or more of the
number of meetings held during the preceding fiscal year by the Board of
Directors and any committees on which such director served.
Compensation Committee. The Compensation Committee of the Board of Directors
consists of Messrs. Donnini, Orr, Rauner, O'Brien and McGovern. The
Compensation Committee reviews and makes recommendations to the Board of
Directors regarding salaries, compensation and benefits of executive officers
and key employees of the Corporation. The Compensation Committee held two
meetings in person and one telephonic meeting during the preceding fiscal
year.
Stock Option Committee. The 1996 Key Employee Stock Option Plan Committee
(the "Stock Option Committee") of the Board of Directors consists of Messrs.
Donnini and Rauner. The Stock Option Committee is empowered to grant options
to purchase Common Stock of the Corporation. The Stock Option Committee met
one time during the preceding fiscal year.
Audit Committee. The Audit Committee of the Board of Directors consists of
Messrs. Donnini, McGovern, O'Brien and Rauner. The Audit Committee, among
other duties, reviews the internal and external financial reporting of the
Corporation, reviews the scope of the independent audit and considers comments
by the auditors regarding internal controls and accounting procedures and
management's response to those comments. The Audit Committee held one meeting
in person and one telephonic meeting during the preceding fiscal year.
The Corporation does not have a nominating committee.
Compensation of Directors
Management directors are not entitled to receive any fees for their service
on the Board of Directors. Non-management directors are reimbursed for out-of-
pocket expenses incurred in connection with attending meetings. In addition,
all non-management directors received $2,500 per meeting attended for service
on the Board of Directors during 1999 and $500 for any committee meetings
attended during 1999.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Corporation's officers, directors and persons
who beneficially own more than ten percent of a registered class of the
Corporation's equity securities to file reports of securities ownership and
changes in such ownership with the Securities and Exchange Commission (the
"SEC"). Officers, directors and greater-than-ten percent beneficial owners are
also required to furnish the Corporation with copies of all Section 16(a)
forms they file.
Based solely upon a review of the copies of such forms furnished to the
Corporation, or written representations that no Form 5 filings were required,
the Corporation believes that during the period from January 3, 1999 through
January 1, 2000 all Section 16(a) filing requirements applicable to its
officers, directors and greater-than-ten percent beneficial owners were
complied with, except Mr. Zucker inadvertently filed a Form 4 reporting four
purchase transactions in December 1998 fifteen days after the required filing
date in January 1999.
4
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, upon recommendation by the Audit Committee, has
appointed Ernst & Young LLP as independent auditors to examine the financial
statements of the Corporation for fiscal 2000 and to perform other appropriate
accounting services.
A proposal will be presented at the Annual Meeting to ratify the appointment
of Ernst & Young LLP as the Corporation's independent auditors. One or more
members of that firm are expected to be present at the Annual Meeting to
respond to questions and to make a statement if they desire to do so. If the
stockholders do not ratify this appointment by the affirmative vote of a
majority of the shares represented in person or by proxy at the Annual
Meeting, other independent auditors will be considered by the Board of
Directors upon recommendation by the Audit Committee.
The Board of Directors recommends a vote "FOR" ratification of the
appointment of Ernst & Young LLP as the Corporation's independent auditors.
OTHER BUSINESS
At the date of this Proxy Statement, the Corporation has no knowledge of any
business other than that described above that will be presented at the Annual
Meeting. If any other business should come before the Annual Meeting, the
proxies will be voted in the discretion of the proxy holders.
SECURITY OWNERSHIP
The following information with respect to the outstanding shares of Common
Stock beneficially owned by each director and nominee for director of the
Corporation, the chief executive officer and the five other most highly
compensated executive officers, all beneficial owners of more than five
percent of the Common Stock known to the Corporation and the directors and
executive officers as a group is furnished as of April 5, 2000, except as
otherwise indicated.
<TABLE>
<CAPTION>
Common Stock
---------------------
Number of Percent of
Name Shares(1) Class(2)
- ---- ---------- ----------
<S> <C> <C>
Jerry Zucker(3)(4)(5).................................... 7,218,427 22.5%
James G. Boyd(4)(5)(6)................................... 4,384,979 13.7
The InterTech Group, Inc.(5)(7).......................... 3,861,208 12.1
Golder, Thoma, Cressey Fund III Limited
Partnership(4)(5)(8).................................... 7,109,096 22.2
Bruce V. Rauner(8)....................................... 7,109,096 22.2
David A. Donnini......................................... 30,000 *
Michael J. McGovern...................................... 0 *
Duncan M. O'Brien, Jr.(9)................................ 10,000 *
L. Glenn Orr, Jr.(10).................................... 1,700 *
James L. Schaeffer(11)................................... 40,944 *
S. Grant Reeves(12)...................................... 23,444 *
Thomas E. Phillips(13)................................... 36,444 *
Rolf J. Altdorf(14)...................................... 6,000 *
Leeway & Co.(5)(15)...................................... 795,838 2.5
FMR Corp. (16)........................................... 4,159,870 13.0
First Pacific Advisors, Inc.(17)......................... 2,251,200 7.0
Dimensional Fund Advisors (18)........................... 2,042,000 6.4
All directors and executive officers as a group (13 per-
sons)(19)............................................... 15,016,070 46.5
</TABLE>
5
<PAGE>
- --------
(1) Each holder has sole voting and investment power with respect to the
shares listed unless otherwise indicated. The number of shares includes
shares of Common Stock subject to options exercisable within 60 days of
April 5, 2000.
(2) Percentages less than one percent are denoted by an asterisk. Shares
subject to options exercisable within 60 days of April 5, 2000 are
considered outstanding for the purpose of determining the percentage of
the class held by the holder of such options, but not for the purpose of
computing the percentage held by others.
(3) Includes 3,228,679 shares held by Mr. Zucker, 4,080 held by Mr. Zucker's
wife, 4,460 held in trust for Mr. Zucker's children, 3,599,557 shares
held by InterTech, 261,651 shares held by FTG, Inc. ("FTG") and 120,000
shares subject to options. Mr. Zucker is Chairman, Chief Executive
Officer and President of InterTech and FTG, and as a result may be deemed
to have voting and dispositive power over the shares held by InterTech
and FTG.
(4) Each of these Stockholders has entered into an agreement pursuant to
which, upon the occurrence of certain events, Messrs. Zucker and Boyd and
Chase Manhattan Investment Holdings, Inc. ("CMIHI") would acquire
additional shares of Common Stock from Golder, Thoma, Cressey Fund III
Limited Partnership ("GTC Fund III"), which would result in an increase
in the ownership of Common Stock by Messrs. Zucker and Boyd and CMIHI and
a corresponding decrease in the ownership of Common Stock by GTC Fund
III.
(5) Each of these parties has entered into an agreement providing for the
election of directors. Each such party disclaims beneficial ownership of
shares of Common Stock owned by the other parties.
(6) Includes 478,771 shares held by Mr. Boyd, 3,599,557 shares held by
InterTech, 261,651 shares held by FTG and 45,000 shares subject to
options. Mr. Boyd is Executive Vice President, Secretary and Treasurer of
InterTech and FTG.
(7) Includes 3,599,557 shares held by InterTech and 261,651 shares held by
FTG. The address of InterTech is 4838 Jenkins Avenue, North Charleston,
SC 29405.
(8) All of the reported shares are held by GTC Fund III, of which Golder,
Thoma, Cressey & Rauner, L.P. is the general partner. Mr. Rauner is a
general partner of Golder, Thoma, Cressey & Rauner, L.P., but disclaims
beneficial ownership of such shares. The address of GTC Fund III is c/o
Golder, Thoma, Cressey, Rauner, Inc., 6100 Sears Tower, Chicago, IL
60606-6402.
(9) Includes 10,000 shares held in an individual retirement account of Mr.
O'Brien.
(10) Includes 1,200 shares held by Mr. Orr and 500 shares held by Mr. Orr's
daughter. Mr. Orr disclaims beneficial ownership of the shares held by
his daughter.
(11) Includes 6,500 shares held by Mr. Schaeffer and 34,444 shares subject to
options.
(12) Includes 4,000 shares held by Mr. Reeves and 19,444 shares subject to
options.
(13) Includes 2,000 shares held by Mr. Phillips and 34,444 shares subject to
options.
(14) Includes 6,000 shares subject to options.
(15) The address of Leeway & Co. is c/o State Street Bank and Trust Co.,
Master Trust Division--Q4W, P.O. Box 1992, Boston, MA 02110.
(16) FMR Corp. ("FMR") reported as of December 31, 1999 sole voting power over
703,700 shares and sole dispositive power over 3,800,300 shares. Fidelity
International Limited ("FIL") reported as of December 31, 1999 sole
voting and dispositive power over 359,570 shares. The information set
forth herein is based solely on Schedule 13Gs filed by such entities for
the year ended December 31, 1999. The address of FMR, as so reported, was
82 Devonshire Street, Boston, MA 02109 and the address of FIL, as so
reported, was Pembroke Hall, 42 Crowlane, Hamilton, Bermuda.
(17) First Pacific Advisors, Inc. reported as of December 31, 1999, shared
voting power over 76,200 shares and shared dispositive power over
2,251,000 shares. FPA Paramount Fund, Inc. reported as of December 31,
1999 sole voting power over 2,110,000 shares and shared dispositive power
over 2,110,000 shares. The information set forth herein is based solely
on Schedule 13Gs filed by such entities for the year ended
6
<PAGE>
December 31, 1999. The address for such entities, as so reported, was
11400 West Olympic Boulevard, Suite 1200, Los Angeles, CA 90064.
(18) Dimensional Fund Advisors ("Dimensional") reported as of December 31,
1999 sole voting and dispositive power over 2,042,400 shares. The
information set forth herein is based solely on a Schedule 13G filed by
Dimensional for the year ended December 31, 1999. The address of
Dimensional, as so reported, was 1299 Ocean Avenue, 11th Floor, Santa
Monica, CA 90401.
(19) Includes shares held by GTC Fund III, InterTech and FTG.
7
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following summary compensation table specifies the components of the
compensation packages of the Corporation's chief executive officer and five
other most highly compensated executive officers (the "Named Executives") for
the years ended January 1, 2000, January 2, 1999 and January 3, 1998. The
Corporation does not maintain any long-term compensation plans.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- ------------------
Stock Restricted All Other
Name and Fiscal Salary Options Stock Compensation
Principal Position Year ($) Bonus ($) (#) Awards ($) ($)(1)
------------------ ------ ------ ---------- ------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Jerry Zucker ........... 1999 $924,776 $1,530,000 100,000 -- $19,015
Chairman, President 1998 932,469 1,020,000 -- --
and Chief 18,090
Executive Officer 1997 801,313 800,000 200,000 -- 25,523
James G. Boyd........... 1999 540,884 1,012,500 75,000 -- 20,800
Executive Vice
President, Chief 1998 544,731 675,000 -- -- 20,800
Financial Officer, 1997 460,780 500,000 75,000 -- 24,872
Treasurer and
Secretary
James L. Schaeffer...... 1999 283,605 245,000 37,000 -- 17,983
Executive Vice 1998 202,840 170,000 -- -- 13,684
President, President
and Chief Operating 1997 160,581 115,000 50,000 -- 10,775
Officer,
Nonwovens Division
S. Grant Reeves......... 1999 160,750 102,000 15,000 -- 12,014
Vice President and 1998 152,952 95,000 -- -- 11,660
Chief Operating
Officer, Oriented 1997 144,744 70,000 25,000 -- 13,554
Polymer Division
Thomas E. Phillips...... 1999 188,322 195,000 30,000 -- 13,433
Senior Vice President, 1998 172,540 140,000 -- -- 12,446
Nonwovens Division 1997 160,581 115,000 50,000 -- 9,950
Rolf J. Altdorf......... 1999 159,378 162,675 12,000 -- 39,614
Vice President-- 1998 138,508 134,585 -- -- 16,011
Europe, Nonwovens
Division 1997 131,115 99,909 7,000 -- 13,867
</TABLE>
- --------
(1) The following table identifies and quantifies the amount of All Other
Compensation for each Named Executive.
<TABLE>
<CAPTION>
Money
Purchase 401(k) 401(h)
Fiscal Pension Corporation Corporation Retirement
Name Year Plan Contribution Contribution Annuity
---- ------ -------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C>
Jerry Zucker.............. 1999 $13,600 $3,015 $2,400 $ --
1998 13,600 2,090 2,400 --
1997 19,625 1,941 3,957 --
James G. Boyd............. 1999 13,600 4,800 2,400 --
1998 13,600 4,800 2,400 --
1997 17,875 4,624 2,373 --
James L. Schaeffer........ 1999 10,305 6,266 1,412 --
1998 7,655 5,124 905 --
1997 6,050 4,725 -- --
S. Grant Reeves........... 1999 7,292 3,000 1,722 --
1998 6,937 3,000 1,723 --
1997 6,549 5,260 1,745 --
Thomas E. Phillips........ 1999 7,255 5,514 664 --
1998 6,640 5,205 601 --
1997 6,050 3,900 -- --
Rolf J. Altdorf........... 1999 -- -- -- 39,614
1998 -- -- -- 16,011
1997 -- -- -- 13,867
</TABLE>
8
<PAGE>
The amounts included under the column entitled "Money Purchase Pension Plan"
are amounts paid by the Corporation into a trust fund which provides
retirement benefits and, under certain circumstances, death or disability
benefits or benefits upon termination of employment.
The following tables disclose, for the Named Executives, information
regarding stock options granted or exercised during, or held at the end of,
1999.
Option Grant Table
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable Value
% of Total at Assumed Annual Rates
Options of Stock Price Appreciation
Options Granted to Exercise for Option Term
Granted Employees in Price Expiration ---------------------------
Name (#) Fiscal Year ($/Sh) Date (2) 5%($)(1) 10%($)(1)
- ---- ------- ------------ -------- ---------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
Jerry Zucker............ 100,000 15.7% $12.00 8/11/09 $ 754,674 $ 1,912,491
James G. Boyd........... 75,000 11.8 12.00 8/11/09 566,005 1,434,368
James L. Schaeffer...... 37,000 5.8 12.00 8/11/09 279,229 707,622
S. Grant Reeves......... 15,000 2.4 12.00 8/11/09 113,201 286,874
Thomas E. Phillips...... 30,000 4.7 12.00 8/11/09 226,402 573,747
Rolf J. Altdorf......... 12,000 1.9 12.00 8/11/09 90,561 229,499
</TABLE>
- --------
(1) Amounts reflect certain assumed rates of appreciation set forth in the
SEC's executive compensation disclosure rules. Actual gains, if any, on
stock option exercises depend on future performance of the Common Stock
and overall stock market conditions. No assurance can be made that the
amounts reflected in these columns will be achieved.
(2) The options granted during 1999 vest equally in 20% increments over 5
years and expire 10 years from the date of grant.
Option Exercises and Year-End Option Value Table
Aggregated Option Exercises in Last Fiscal Year and Year-End Option Values
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options
Shares Options at FY-End (#) at FY-End (2)
Acquired Value ------------------------- -------------------------
Name on Exercise(1) Realized ($)(1) Unexercisable Exercisable Unexercisable Exercisable
- ---- -------------- --------------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Jerry Zucker............ -- -- 180,000 120,000 $945,000 $480,000
James G. Boyd........... -- -- 105,000 45,000 588,750 180,000
James L. Schaeffer...... -- -- 59,222 33,333 311,806 120,833
S. Grant Reeves......... -- -- 27,222 18,333 134,306 60,833
Thomas E. Phillips...... -- -- 52,222 33,333 268,056 120,833
Rolf J. Altdorf......... -- -- 16,000 6,000 86,500 17,250
</TABLE>
- --------
(1) None of the options granted to the Named Executives has been exercised.
(2) Based on the difference between the option exercise price and the $18.25
closing price of the Corporation's Common Stock on the New York Stock
Exchange on December 31, 1999.
The 1996 Key Employee Stock Option Plan
In March 1996, the Board of Directors of the Corporation approved the 1996
Key Employee Stock Option Plan (the "Key Employee Plan" or "Plan"). The Key
Employee Plan was approved by the stockholders of the Corporation in April
1996. The Key Employee Plan is administered by the Stock Option Committee. Any
person who is a full-time, salaried employee of the Corporation is eligible to
participate in the Plan (a "Participant"). Approximately 1,300 persons are
currently eligible to participate in the Key Employee Plan. The Stock Option
Committee selects the Participants and determines the terms and conditions of
the options. In April 1996, the Board of Directors approved the Plan providing
for up to 1,500,000 shares to be issued thereunder, subject to
9
<PAGE>
certain adjustments reflecting changes in the Corporation's capitalization. On
April 5, 2000, the market value of the Common Stock underlying the 1,500,000
options was $18,375,000. The description of the Key Employee Plan set forth
herein is qualified in its entirety by reference to the complete text of such
Plan, which is filed as an Exhibit to the Corporation's Registration Statement
on Form S-1 (Reg. No. 333-2424), and incorporated herein by reference.
Options granted under the Key Employee Plan may be either incentive stock
options ("ISOs") or such other forms of nonqualified stock options ("NQOs") as
the Compensation Committee may determine. ISOs are intended to qualify as
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986 (the "Code"). The exercise price of the options will be
at least 100% of the fair market value of a share of Common Stock on the date
of grant, except that the exercise price of an ISO granted to an individual
who directly (or by attribution under Section 424(d) of the Code) owns shares
possessing more than 10% of the total combined voting power of all classes of
stock of the Corporation will be at least 110% of the fair market value of a
share of Common Stock on the date of grant.
Options granted under the Key Employee Plan may be subject to time vesting
and certain other restrictions at the Stock Option Committee's sole
discretion. Subject to certain exceptions and unless otherwise provided in the
option agreement, the right to exercise an option generally terminates at the
earlier of (i) the first date on which the initial grantee of such option is
not employed by either the Corporation or any subsidiary for any reason other
than termination without cause, death or permanent disability or (ii) the
expiration date of the option. If the holder of an option dies or suffers a
permanent disability while still employed by the Corporation or any
subsidiary, the right to exercise all unexpired installments of such option
shall be accelerated and shall accrue as of the date of such death or the
later of the date of such permanent disability or the discovery of such
permanent disability, and such option shall be exercisable, subject to certain
exceptions, for 90 days after such date. If the holder of an option is
terminated without cause, to the extent the option has vested, such option
shall be exercisable for 30 days after such date.
The Board of Directors has the power and authority to amend the Plan at any
time without approval of the Corporation's stockholders; provided, that the
Board of Directors shall not amend the Plan to cause any outstanding ISOs to
no longer qualify as ISOs or materially increase the benefits or number of
shares under the Plan or modify the eligibility requirements without the
affirmative approval of the Corporation's stockholders. In addition, the Board
of Directors shall not amend the Plan to materially and adversely affect the
rights of an option holder under such option without the consent of such
option holder.
Supplemental cash payments may also be made in conjunction with options
granted under the Key Employee Plan.
Employment and Management Agreements
Pursuant to management agreements originally entered into in October 1992
(the "PGI Polymer Management Agreements"), Messrs. Zucker and Boyd
(collectively, the "Executives") have agreed to serve as President and Chief
Executive Officer, and Executive Vice President, Secretary and Treasurer,
respectively, of the Corporation's subsidiaries, PGI Polymer, Inc. ("PGI
Polymer") and FiberTech Group, Inc. ("FiberTech"). Pursuant to management
agreements entered into in March 1995 (the "Chicopee Management Agreements"
and, together with the PGI Polymer Management Agreements, the "Management
Agreements"), the Executives have agreed to serve in the same capacities for
the Corporation's subsidiary, Chicopee, Inc. ("Chicopee"). The Management
Agreements provide that the Executives' employment thereunder will continue
until the Executive's resignation, permanent disability, death or termination
by PGI Polymer's or Chicopee's Board of Directors, as the case may be.
The PGI Polymer Management Agreements provide for an annual base salary of
$250,000 to be paid to Mr. Zucker and an annual base salary of $150,000 to be
paid to Mr. Boyd, while the Chicopee Management Agreements provide for an
annual base salary of $400,000 to be paid to Mr. Zucker and an annual base of
10
<PAGE>
$200,000 to be paid to Mr. Boyd, all of which amounts may be increased as
determined in good faith by the Board of Directors. The Management Agreements
also provide for a bonus to be paid at the end of each fiscal year to each of
the Executives in an amount determined by the Board of Directors, but not to
exceed such Executive's base salary.
The Management Agreements provide that upon the termination of either
Executive's employment, such Executive is entitled to receive severance
payments equal to either one-half (in the case of death, disability,
resignation without good reason or termination for cause) or three times (in
all other cases) his annual salary.
The Corporation has not entered into written employment contracts with any
of its other executive officers.
Termination Benefits
In 1998, the Corporation entered into Change in Control Severance
Compensation Agreements (the "Agreements"), with Messrs. Zucker and Boyd. The
Agreements were a result of a determination by the Board of Directors that it
was important and in the best interests of the Corporation and its
shareholders to ensure that, in the event of a possible change in control of
the Corporation, the stability and continuity of management would continue
unimpaired, free of the distractions incident to any such change in control.
For purposes of the Agreements, a "change in control" occurs when (i) any
person or group of persons acting jointly and in concert acquire 35% or more
of the Corporation's voting securities, (ii) any person, or group of persons
acting jointly and in concert, owning 5% or greater of the voting power of the
Corporation's Common Stock nominates individuals for election to the Board
(who have not been approved by the incumbent board) who, if elected, would
constitute a majority of the members on the Board who are not full-time
employees of the Corporation, and a majority of such nominees are elected to
the Board of Directors, or (iii) the Corporation ceases to control in fact,
directly or indirectly, all or substantially all of the assets employed in
carrying on the business of the Corporation.
Benefits are payable under the Agreements only if a change in control has
occurred and thereafter the officer's employment is terminated involuntarily
without cause or voluntarily by the officer for reasons such as demotion,
relocation, loss of benefits or other changes. The principal benefit to be
provided to officers under the Agreements is a payment equal to 2.99 times the
sum of (i) base salary, (ii) the cash value of the non-cash benefit plans and
(iii) the average of the annual bonus received in the prior two years.
The Agreements are not employment agreements, and do not impair the right of
the Corporation to terminate the employment of the officer with or without
cause prior to a change in control or absent a potential or pending change in
control, or the right of the officer to voluntarily terminate his employment.
Compensation Committee Interlocks and Insider Participation
The members of the Corporation's Compensation Committee are Messrs. Donnini,
Orr, Rauner, O'Brien, and McGovern. Mr. Rauner, a director of the Corporation,
is also a general partner of Golder, Thoma, Cressey & Rauner, L.P. Golder,
Thoma, Cressey & Rauner, L.P. is the general partner of GTC Fund III, which
owns 22.2% of the Corporation's Common Stock.
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors (the "Committee") is
pleased to present its report on executive compensation. The Committee reviews
and makes recommendations to the Board of Directors regarding salaries,
compensation and benefits of executive officers and key employees of the
Corporation. This Committee report documents the components of the
Corporation's executive officer compensation programs and describes the bases
upon which compensation will be determined by the Committee with respect to
the executive officers of the Corporation, including the Named Executives.
11
<PAGE>
This Committee report shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933 or under the Exchange Act, except to
the extent that the Corporation specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
Compensation Philosophy. The compensation philosophy of the Corporation is
to endeavor to directly link executive compensation to continuous improvements
in corporate performance and increases in shareholder value. The Committee has
adopted the following objectives as guidelines for compensation decisions.
. Display a willingness to pay levels of compensation that are necessary to
attract and retain highly qualified executives.
. Be willing to compensate executive officers in recognition of superior
individual performance, new responsibilities or new positions within the
Corporation.
. Take into account historical levels of executive compensation and the
overall competitiveness of the market for high quality executive talent.
. Implement a balance between short-term and long-term compensation to
complement the Corporation's annual and long-term business objectives and
strategy and to encourage executive performance in furtherance of the
fulfillment of those objectives.
. Provide variable compensation opportunities based on the performance of
the Corporation, encourage stock ownership by executives and align
executive remuneration with the interests of stockholders.
Compensation Program Components. The Committee regularly reviews the
Corporation's compensation program to ensure that pay levels and incentive
opportunities are competitive with the market and reflect the performance of
the Corporation. The particular elements of the compensation program for
executive officers are further explained below.
Base Salary. The Corporation's base pay levels are largely determined by
evaluating the responsibilities of the position held and the experience of the
individual and by comparing the salary scale with companies of similar size
and complexity. Actual base salaries are kept within a competitive salary
range for each position that is established through job evaluation and market
comparisons and approved by the Committee as reasonable and necessary. Mr.
Zucker's and Mr. Boyd's minimum base salaries are $650,000 and $350,000 per
year, respectively, pursuant to the Management Agreements, which is comparable
to salaries paid for executives holding positions with comparable
responsibilities. The Management Agreements provide that the Compensation
Committee may increase the base salaries for each year at its discretion.
Annual Incentives. The Management Agreements provide that Messrs. Zucker and
Boyd may also receive an annual bonus, determined by the Board of Directors,
of up to their base salaries. In 1999, Mr. Zucker's and Mr. Boyd's annual
bonuses were $1,530,000 and $1,012,500 respectively. Although the Management
Agreements provide that the annual bonus paid shall not exceed the Executive's
base salary, Messrs. Zucker and Boyd were each paid a bonus in excess of his
base salary for fiscal 1999 ($1,530,000 versus annual base salary of $924,776
for Mr. Zucker and $1,012,500 versus annual base salary of $540,884 for Mr.
Boyd) in light of their roles in the origination and execution of the
strategic transactions consummated during the year.
Stock Option Program. The Committee strongly believes that by providing
those persons who have substantial responsibility over the management and
growth of the Corporation with an opportunity to increase their ownership of
the Corporation's stock, the interests of stockholders and executives will be
closely aligned. Therefore, the Corporation's key employees (including the
Named Executives) are eligible to receive either incentive stock options or
nonqualified stock options as the Stock Option Committee may determine from
time to time, giving them the right to purchase shares of the Corporation's
Common Stock at an exercise price equal to 100% of the fair market value of
such Common Stock at the date of grant (or such greater amount as the Stock
Option Committee may determine). The number of stock options granted to
executive officers is based on competitive practices.
12
<PAGE>
Certain Tax Considerations. Section 162(m) of the Code generally limits the
corporate tax deduction for compensation paid to the Named Executives to
$1,000,000 in any given taxable year, unless certain requirements are met. The
Compensation Committee has carefully considered the impact of this tax code
provision. The Committee currently believes that it has structured the
compensation plans for the Named Executives as necessary in order to maximize
the Corporation's corporate tax deduction without limiting the Corporation's
ability to attract and retain qualified executives.
Summary. After its review of all existing programs, the Committee continues
to believe that the total compensation program for executives of the
Corporation is focused on increasing values for stockholders and enhancing
corporate performance. The Committee currently believes that the compensation
of executive officers is properly tied to stock appreciation through their
significant ownership interests in the Corporation. The Committee believes
that executive compensation levels at the Corporation are competitive with the
compensation programs provided by other corporations with which the
Corporation competes. The foregoing report has been approved by all members of
the Committee.
COMPENSATION COMMITTEE
David A. Donnini
L. Glenn Orr, Jr.
Bruce V. Rauner
Duncan M. O'Brien
Michael J. McGovern
13
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Investment Banking Services and Relationship to Credit Facility
Chase Securities Inc. and its affiliates perform various investment banking
and commercial banking services on a regular basis for the Corporation and its
affiliates. Mr. McGovern is a Managing Director in the Global Investment
Banking Division of Chase Securities Inc. Chase Securities Inc. is an
affiliate of The Chase Manhattan Bank, which is agent bank and a lender to the
Corporation under the Corporation's credit facility. This credit facility
provides for aggregate borrowings of up to $500.0 million in term and
revolving commitments.
Right of First Refusal, Registration Agreement and Voting Agreement
In June 1994, Messrs. Zucker and Boyd entered into an agreement with the
Corporation pursuant to which Messrs. Zucker and Boyd granted to the
Corporation the prior right to acquire any business identified by either of
them (while employed by the Corporation), or their affiliates, engaged in, or
planning to engage in, the manufacture and marketing of nonwoven and woven
polyolefin fabrics for industrial and consumer applications or any other
business then engaged in by the Corporation. To the extent the Corporation
does not elect to pursue any such acquisition, Messrs. Zucker and Boyd are
free to acquire such business.
In June 1995, the Corporation and certain of the stockholders entered into
an Amended and Restated Registration Agreement, pursuant to which such
stockholders have the right, in certain circumstances and subject to certain
conditions, to require the Corporation to register shares of the Corporation's
Common Stock held by them under the Securities Act of 1933. Under the
Registration Agreement, except in certain limited circumstances, the
Corporation is obligated to pay all expenses in connection with such
registration.
In May 1996, certain of the Corporation's stockholders entered into an
agreement (the "Voting Agreement") providing, among other things, for the
nomination and voting for up to six directors of the Corporation by such
stockholders. As of April 5, 2000, such stockholders beneficially owned
approximately 48.6% of the outstanding Common Stock of the Corporation. Under
the Voting Agreement, each of the stockholders party thereto has agreed to
vote its shares in favor of the Corporation's Chief Executive Officer and
Executive Vice President, two nominees designated by GTC Fund III and two
outside directors to be jointly designated by GTC Fund III and InterTech. Each
director nominated by parties to the Voting Agreement may be removed only at
the request of the party who nominated such director. The Voting Agreement
terminates at such time as (a) GTC Fund III and its affiliates cease to own at
least 10% of the Common Stock and (b) InterTech and its affiliates cease to
own 10% of the Common Stock. The stockholders who are parties to the Voting
Agreement hold, in the aggregate, a substantial amount of the voting power of
the Corporation and thus, if acting in unison or in various combinations,
could likely be able to elect a majority of the directors of the Corporation
even if the Voting Agreement were not in place.
Other Transactions
The Corporation's corporate headquarters are housed in space leased by
InterTech from an affiliate of InterTech. A portion of the payments and other
expenses, primarily insurance and allocated costs, are charged to the
Corporation. Such amounts approximated $2.7 million during 1999.
On September 1, 1993, ConX, Inc. ("ConX"), a subsidiary of InterTech,
acquired a manufacturing facility in Vineland, New Jersey for the benefit of
Technetics Group, Inc. ("Technetics"), a wholly owned subsidiary of FiberTech,
and entered into a lease of the facility to Technetics at a base rate of $2.50
per square foot, subject to adjustment to account for inflation, which is
comparable to similar properties in the area. During 1999, the Corporation
paid ConX approximately $200,000 for use of the facility. The lease terminates
on August 31, 2003 and is subject to a purchase option at termination. The
leased facility consists of 83,500 square feet of manufacturing space and was
acquired by ConX for $1,250,000.
14
<PAGE>
PERFORMANCE GRAPH
The following graph compares the Corporation's cumulative total stockholder
return since the Common Stock became publicly traded on May 9, 1996 with the
Russell 2000 Index and with selected companies that the Corporation believes
are similar to the Corporation (the "Peer Group"). The Corporation's Peer
Group is comprised of the following companies: Dexter Corporation, Intertape
Polymer Group, Inc., Lydall Corporation, Millipore Corporation and Pall
Corporation. The Company's Peer Group in its 1999 proxy statement included
Synthetic Industries, Inc. and not Intertape Polymer Group, Inc. The Company
replaced Synthetic Industries, Inc. with Intertape Polymer Group, Inc. in the
Peer Group because Synthetic Industries, Inc. was acquired during 1999.
Comparison of Total Return*
Polymer Group, Inc., Russell 2000 Index and the Peer Group
[Performance Chart appears here]
Measurement Period POLYMER PEER RUSSELL
(Fiscal Year Covered) GROUP INC. GROUP 2000 INDEX
- ------------------- ---------- --------- ----------
Measurement Pt-
5/9/96 $100 $100 $100
FYE 12/31/96 $ 77.11 $100.68 $105.21
FYE 12/31/97 $ 52.78 $ 91.4 $128.72
FYE 12/31/98 $ 55.22 $ 92.95 $125.11
FYE 12/31/99 $101.39 $ 98.18 $149.62
- --------
*Total Return assumes reinvestment of dividends.
15
<PAGE>
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Proposals of stockholders intended to be presented at the annual meeting in
2001 must be received by the Secretary of the Corporation, at the address
below, not later than December 8, 2000 to be considered for inclusion in the
Corporation's 2001 proxy materials.
ADDITIONAL INFORMATION
This solicitation is being made by the Corporation. All expenses of the
Corporation in connection with this solicitation will be borne by the
Corporation. In addition to the solicitation by mail, proxies may be solicited
by directors, officers and other employees of the Corporation by telephone,
telefax, in person or otherwise, without additional compensation. The
Corporation will request brokerage firms, nominees, custodians and fiduciaries
to forward proxy materials to the beneficial owners of shares held of record
by such persons and will reimburse such persons and the Corporation's transfer
agent for their reasonable out-of-pocket expenses in forwarding such
materials.
The Corporation will furnish without charge to each person whose proxy is
being solicited, upon the written request of any such person, a copy of the
Corporation's Annual Report on Form 10-K for the fiscal year ended January 1,
2000, as filed with the Securities and Exchange Commission, including the
financial statements and the schedule thereto. Requests for copies of such
Annual Report on Form 10-K should be directed to Robert Johnston, Director of
Investor Relations, at the address below. A list of shareholders entitled to
vote on matters at the Annual Meeting will be available for inspection at the
Corporation's headquarters beginning on May 15, 2000.
Please complete the enclosed proxy and mail it in the enclosed postage-paid
envelope as soon as possible.
By order of the Board of Directors
/s/ James G. Boyd
James G. Boyd
Secretary
Polymer Group, Inc.
4838 Jenkins Avenue
North Charleston, SC 29405
April 21, 2000
16
<PAGE>
PROXY
Solicited by the Board of Directors
POLYMER GROUP, INC.
4838 Jenkins Avenue
North Charleston, South Carolina 29405
2000 Annual Meeting of Stockholders
The undersigned hereby appoints Jerry Zucker and James G. Boyd, and each of
them, proxies, with power of substitution and revocation, acting by a majority
of those present and voting or if only one is present and voting then that one,
to vote the stock of Polymer Group, Inc. which the undersigned is entitled to
vote, at the Annual Meeting of Stockholders to be held May 25, 2000 and at any
adjournment or postponements thereof, with all the powers the undersigned would
possess if present, with respect to the following:
1. Election of directors: [_] FOR the nominees [_] WITHHOLD
AUTHORITY
Jerry Zucker Bruce V. Rauner
To withhold authority for an individual nominee, draw a line through his name.
2. Ratification of the appointment of Ernst & Young LLP as the Corporation's
independent public accountants:
[_] FOR [_] AGAINST [_] ABSTAIN
This proxy, when properly executed, will be
voted in the manner directed herein by the
undersigned. If signed and no direction is
given for any item, this proxy will be voted
for all nominees and for Item 2.
Please return your executed form as soon as
possible in the envelope provided to First
Union National Bank, Attention: Proxy
Tabulation, P.O. Box 217950, Charlotte, North
Carolina 28254-3555.
Please sign exactly as name
appears on this Proxy. Joint
owners should each sign.
Trustees, executors, etc.
should indicate the capacity
in which they are signing.
------------------------------
Signature Date
------------------------------
Signature Date
