-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GN741O4xxzOdAJVTJ655eQNcbO49R7wVYy3tqe8ovOT+809roX2vC0CVTRAdcbAs eUQ3H+v+SujKzwlP9tWP9w== 0000950131-02-000288.txt : 20020414 0000950131-02-000288.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950131-02-000288 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020129 GROUP MEMBERS: FTG, INC. GROUP MEMBERS: THE INTERTECH GROUP, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POLYMER GROUP INC CENTRAL INDEX KEY: 0000927417 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILS, MAN MADE FIBER & SILK [2221] IRS NUMBER: 571003983 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46353 FILM NUMBER: 02520767 BUSINESS ADDRESS: STREET 1: 4838 JENKINS AVE CITY: NORTH CHARLESTON STATE: SC ZIP: 29405 BUSINESS PHONE: 8037445174 MAIL ADDRESS: STREET 1: 4838 JENKINS AVENUE CITY: NORTH CHARLESTON STATE: SC ZIP: 29405 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZUCKER JERRY CENTRAL INDEX KEY: 0001040211 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O THE INTERTECH GROUP INC STREET 2: 4838 JENKINS AVE CITY: N CHARLESTON STATE: SC ZIP: 29405 MAIL ADDRESS: STREET 1: C/O INTERTECH GROUP INC STREET 2: 4838 JENKINS AVE CITY: N CHARLESTON STATE: SC ZIP: 29405 SC 13D/A 1 dsc13da.txt AMENDMENT #5 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* 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 (843) 744-5174 ---------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 22, 2002 ------------------------------------------------------- (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 of 11 CUSIP NO. 731745105 13D - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 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 (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 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 4,061,558 (See Item 5) SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 4,368,189 (See Item 5) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 4,061,558 (See Item 5) PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 4,368,189 (See Item 5) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 8,429,747 (See Item 5) - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [X] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 26.3% (See Item 5) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ * See Instructions Page 2 of 11 CUSIP NO. 731745105 13D - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 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 00 (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 4,088,568 (See Item 5) SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY None (See Item 5) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 4,088,568 (See Item 5) PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 None (See Item 5) - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,088,568 (See Item 5) - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [X] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 12.8% (See Item 5) - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ * See Instructions Page 3 of 11 CUSIP NO. 731745105 13D - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 FTG, Inc. S. S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: [_________________] - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 Not Applicable (See Item 3) - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 South Carolina - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 261,651 (See Item 5) SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY None (See Item 5) ----------------------------------------------------------- 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 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 Page 4 of 11 This Amendment No. 5 (this "Amendment No. 5") amends and supplements the statement on Schedule 13D (as previously amended and supplemented, the "Statement") with respect to the Common Stock, par value $.01 per share (the "Common Stock"), of Polymer Group, Inc. (the "Issuer"), as previously filed and amended by Jerry Zucker, The InterTech Group, Inc. ("InterTech") and FTG, Inc. ("FTG") (together, the "Reporting Persons"). James G. Boyd is not a Reporting Person for purposes of this form, but information on Mr. Boyd is provided by virtue of the fact that he is Executive Vice President, Treasurer, Secretary and a Director of both InterTech and FTG. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Statement. Except as indicated herein, the information set forth in the Statement remains unchanged. Item 2. Identity and Background. ------------------------ Item 2 is hereby amended to incorporate by reference the amended Exhibit A, which is filed as an exhibit to this Amendment No. 5. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- As previously disclosed in the Issuer's public filings with the Securities and Exchange Commission, InterTech, Mr. Zucker, Mr. Boyd and Golder, Thoma, Cressey Fund III Limited Partnership ("GTC"), among others, are party to an agreement, pursuant to which, upon the occurrence of certain events, each of Mr. Zucker, InterTech and Mr. Boyd would receive from GTC shares of Common Stock of the Issuer. Such events have occurred and as a result, Mr. Zucker received 443,329 shares of Common Stock from GTC, InterTech received from GTC 489,011 shares of Common Stock, and Mr. Boyd received from GTC 147,778 shares of Common Stock. There are no further rights or obligations of the parties under such agreement following the completion of this transaction. Item 4. Purpose of Transaction. ----------------------- In addition to the shares of Common Stock already held by Mr. Zucker, InterTech and Mr. Boyd, all of the shares of Common Stock of the Issuer received by such persons as described above are held for investment purposes. The Reporting Persons may acquire additional shares of Common Stock from time to time for investment purposes. None of Mr. Zucker, InterTech and Mr. Boyd has any further rights or obligations under the agreement described above. 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: The shares of Common Stock covered by this statement beneficially owned by the Reporting Persons and Mr. Boyd are as follows: (based on 32,004,200 shares outstanding in the case FTG and InterTech; 32,004,200 shares outstanding and 77,500 shares subject to options held by Mr. Zucker that are exercisable within 60 days; and 32,004,200 shares outstanding and 46,250 shares subject to options held by Mr. Boyd that are exercisable within 60 days in the case of Mr. Boyd; all as of November 5, 2001) Page 5 of 11
Shares Beneficially Percentage of Name Owned Class - ------------------------------------- ------------------- -------------- Jerry Zucker 8,429,747 26.5% - ------------------------------------------------------------------------- InterTech 4,088,568 12.8% - ------------------------------------------------------------------------- FTG 261,651 0.8% - ------------------------------------------------------------------------- James G. Boyd 5,023,018 15.7% - -------------------------------------------------------------------------
The shares of Common Stock reflected above include 4,061,558 shares held by Mr. Zucker (including 77,500 shares subject to options exercisable within 60 days), 7,080 held by Mr. Zucker's wife, 10,890 held in trust for Mr. Zucker's children, 4,088,568 shares held by InterTech, 261,651 shares held by FTG and 672,799 shares held by Mr. Boyd (including 46,250 shares subject to options exercisable within 60 days). Mr. Zucker is Chairman, Chief Executive Officer, 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 of InterTech and FTG. Mr. Zucker disclaims beneficial ownership of the shares held in the names of his wife and children. In addition to the shares described above, Mr. Zucker holds options to purchase shares of Common Stock which are not currently beneficially owned by Mr. Zucker pursuant to Rule 13d- 3(d)(1), because such options are not exercisable within 60 days. Such currently unexercisable options consist of the following: (A) under the Issuer's 1996 Key Employee Stock Option Plan (the " 1996 Plan"), Mr. Zucker holds options to purchase an additional 195,000 shares of Common Stock (at a purchase price of $1.88 per share), which options vest in equal annual installments on September 24, 2002 through September 24, 2004; and (B) under the Issuer's 2001 Key Employee Stock Option Plan (the "2001 Plan"), Mr. Zucker holds options to purchase an additional 37,500 shares of Common Stock (at a purchase price of $2.75 per share), which options vest in equal annual installments on June 6, 2002 through June 6, 2004. The Reporting Persons and certain other shareholders of the Issuer are parties to a Voting Agreement. The Voting Agreement provides that the parties thereto will vote in the same manner on certain issues, including the election of directors. Collectively, the parties to the Voting Agreement own 15,507,590 or 48.3%, of the outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of shares of Common Stock owned by the other parties to the Voting Agreement. Exhibit A of this Amendment No. 5, 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. Page 6 of 11 (b) Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote: Jerry Zucker 4,061,558 InterTech 4,088,568 FTG 261,651 James G. Boyd 672,799 (ii) Shared power to vote or to direct the vote: Jerry Zucker 4,368,189 James G. Boyd 4,350,219 (iii) Sole power to dispose or to direct the disposition of: Jerry Zucker 4,061,558 InterTech 4,088,568 FTG 261,651 James G. Boyd 672,799 (iv) Shared power to dispose or to direct the disposition of: Jerry Zucker 4,368,189 James G. Boyd 4,350,219 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), 13(g) or any other Section of the Exchange Act, 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. Page 7 of 11
Number of Person Receiving Shares received pursuant to Shares Pursuant to the agreement the agreement -------------------------------- ------------- Jerry Zucker 443,329 The InterTech Group, Inc. 489,011 James G. Boyd 147,778
The above shares were received on January 22, 2002 in a private transaction. Reference is made to Items 3 and 4 of this Amendment No. 5 with respect to the manner in which these shares were acquired. (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 the Statement and this Amendment No. 5 regarding the Voting Agreement, and to Item 5 of this Amendment No. 5 regarding stock options held by Mr. Zucker. Item 7. Materials to be Filed as Exhibits. ---------------------------------- EXHIBIT A: Exhibit A is hereby amended to incorporate by reference the information set forth in amended Exhibit A, which is filed herewith. EXHIBIT H: Joint Filing Agreement among the Reporting Persons pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, relating to the filing of this Amendment No. 5 to Schedule 13D. EXHIBIT I: Option Agreement dated June 6, 2001 between the Issuer and Jerry Zucker. EXHIBIT J: Option Agreement dated September 24, 2001 between the Issuer and Jerry Zucker. Page 8 of 11 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: January 28, 2002 /s/ Jerry Zucker ----------------------------------- Print Name: Jerry Zucker The InterTech Group, Inc. By: /s/ Jerry Zucker ------------------------------ Print Name: Jerry Zucker Its: Chairman, President and CEO FTG, Inc. By: /s/ Jerry Zucker ------------------------------ Print Name: Jerry Zucker Its: Chairman, President and CEO Page 9 of 11 Exhibit A Parties to the Voting Agreement -------------------------------
Address of Principal Number of Shares Name Business Office of Common Stock (a) - ------------------------------ --------------------------------- ----------------------- Jerry Zucker 4838 Jenkins Avenue 4,061,558 North Charleston, SC 29405 James G. Boyd 4838 Jenkins Avenue 672,799 North Charleston, SC 29405 The InterTech Group, Inc 4838 Jenkins Avenue 4,088,568 North Charleston, SC 29405 Golder, Thoma, Cressey c/o Golder, Thoma, Cressey, Rauner, Inc. 5,627,176 Fund III, Limited Partnership 6100 Sears Tower Chicago, IL 60606-6402 FTG, Inc. 4838 Jenkins Avenue 261,651 North Charleston, SC 29405 Leeway & Co. c/o State Street Bank and Trust Co. 795,838 Master Trust Division-Q4W P.O. Box 1992 Boston, MA 02110
(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 10 of 11 Exhibit H SCHEDULE 13D AMENDMENT NO. 5 JOINT FILING AGREEMENT --------------------------------------------------- The undersigned and each other person executing this joint filing agreement (this "Agreement") agree as follows: (i) The undersigned and each other person executing this Agreement are individually eligible to use the Schedule 13D to which this Exhibit is attached and this Amendment No. 4 to Schedule 13D is filed on behalf of the undersigned and each other person executing this Agreement; and (ii) The undersigned and each other person executing this Agreement are responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of the undersigned or any other person executing this Agreement is responsible for the completeness or accuracy of the information statement concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument. * * * * * Date: January 28, 2002 /s/ Jerry Zucker ----------------------------------- Print Name: Jerry Zucker The InterTech Group, Inc. By: /s/ Jerry Zucker -------------------------------- Print Name: Jerry Zucker Its: Chairman, President and CEO FTG, Inc. By: /s/ Jerry Zucker ------------------------------- Print Name: Jerry Zucker Its: Chairman, Chief Executive Officer and President Page 11 of 11 EX-99.I 3 dex99i.txt OPTION AGREEMENT DATED JUNE 6, 2001 Exhibit I Polymer Group, Inc. 4838 Jenkins Avenue North Charleston, South Carolina 29405 June 6, 2001 Jerry Zucker 16 Buckingham Drive Charleston, SC 29407 Re:Polymer Group, Inc. Grant of Nonqualified Stock Option Dear Jerry: In consideration of your continued service on the Board of Directors of Polymer Group, Inc., (the "Company"), the Company is pleased to present you with ------- a stock option (an "Option"), as provided below, under the 2001 Polymer Group ------ Stock Option Plan (the "Plan"), a copy of which is attached hereto. ---- 1. Definitions. Capitalized terms used in this agreement (the ----------- "Agreement") and not otherwise defined herein shall have the meanings given to --------- such terms in the Plan. 2. Option. ------ (a) Terms. Your Option is to purchase up to 50,000 shares of ----- Common Stock (the "Option Shares") at an exercise price per share of $2.75 (the ------------- "Exercise Price"), payable upon exercise as set forth in paragraph 2(b) below. -------------- Your Option will expire in increments corresponding to the vesting schedule described in Section 3(a) below, such that each portion vested and exercisable will expire at the close of business on the date ten (10) years from the respective date that such portion became vested and exercisable, subject to earlier expiration in connection with your removal from the Board for any reason as provided in the Plan (each date being herein called the "Expiration Date" for --------------- the portion of your Option to which such date relates). Your Option is not intended to be an Incentive Stock Option. (b) Payment of Option Price. Subject to paragraph 3 below, ----------------------- your Option may be exercised in whole or in part upon payment of an amount (the "Option Price") equal to the product of (i) the Exercise Price multiplied by ------------ (ii) the number of Option Shares to be acquired. Payment shall be made as provided in the Plan. 3. Exercisability/Vesting ---------------------- (a) Normal Vesting. Your Option may be exercised only to the extent it -------------- has not expired. Your Option will incrementally vest and become exercisable with respect to the following percentages of your Option Shares on the anniversaries of the date of grant as reflected below, if and only if you are, and have been, continuously serving on the Board of the Company from the date of this Agreement through and including the vesting date for each respective portion represented as a percentage of your Option; provided, that if you are voted off the Board by the shareholders prior to three (3) years from the date of grant, such Option may still vest in accordance with the schedule set forth below: Date Portion Vested ---- -------------- Date of this Agreement 25% First Anniversary 25% Second Anniversary 25% Third Anniversary 25% (b) Change of Control/Ownership. In the event that any person or group --------------------------- (other than Jerry Zucker and/or James G. Boyd and/or Golder, Thoma, Cressey & Rauner and/or one or more of their affiliates, individually or collectively), acting jointly or in concert, becomes the owner or controlling body, directly or indirectly, of your location or division (the "Business Unit"), or the Company ------------- in its entirety, all unvested shares will immediately vest and become exercisable. 4. Expiration of Options. --------------------- (a) Normal Expiration. In no event shall any part of your Option be ----------------- exercisable after the applicable Expiration Date set forth in paragraph 2(a) above (b) Expiration Upon Termination of Employment. In the event thnt you ----------------------------------------- resign from the Board an or prior to three (3) years from the date of grant, all unvested portions of your Option shall immediately expire and not be exercisable under any circumstances. Any portions of your Option that were vested and exercisable an the date of your resignation from the Board will expire 90 days from the date of such resignation, but in no event later than the Expiration Date; provided, however, that if you are voted off the Board by the -------- ------- shareholders, any unvested portions of your Option may continue to vest arid become exercisable for a period at up to three (3) years from the date of the vote. Any portions of your Option becoming vested and exercisable in the three year time period following the vote shall expire on the final day of such three year period. By your acceptance of this Option, you acknowledge and agree that the Plan provides that if, at any time after your departure from the Board, you engage in conduct that the Committee determines to be detrimental to the Company, your Option is subject to immediate forfeiture without prior notice. 2 5. Procedure for Exercise. You may exercise all or any portion of your ---------------------- Option, to the extent it has vested and is outstanding, at any time and from time to time prior to its expiration, by delivering written notice to the Company as provided in the Plan. Any questions on your Option should be directed to Jay Tiedemann, Vice President-- Human Resources, Risk Management, and Administration at the Company's Corporate Office. 6. Securities Laws Restrictions and Other Restrictions on Transfer of ------------------------------------------------------------------ Option Shares. You represent that when you exercise your Option you will be - ------------- purchasing Option Shares for your own account and riot on behalf of others. You understand and acknowledge that federal and state securities laws govern and restrict your right to offer, sell or otherwise dispose of any Option Shares unless your offer, sale or other disposition thereof is registered under the Securities Act and state securities laws, or in the opinion of the Company's counsel, such offer, sale or other disposition is exempt from registration or qualification thereunder. You agree that you will not offer, sell or otherwise dispose of any Option shares in any manner which would: (i) require the Company to file any registration statement with the Securities and Exchange Commission (or any similar filing under state law) or to amend or supplement any such filing or (ii) violate or cause the Company to violate the Securities Act, the rules and regulations promulgated thereunder or any other state or federal law. You further understand that the certificates for any Option Shares you purchase will bear such legends as the Company deems necessary or desirable in connection with the Securities Act or other rules, regulations or laws. 7. Transfer Limitations. Your Option is personal to you and may only -------------------- be transferred as a result of your death, testate or intestate, by will or the laws of descent and distribution. It shall be a condition precedent to transfer of your Option that the transferee executes and delivers an agreement acknowledging that such Option has been acquired for investment and not for distribution and is and shall remain subject to this Agreement and the Plan. 8. Conformity with Plan. Your Option is intended to conform in all -------------------- respects with, and is subject to all applicable provisions of, the Plan, which is incorporated herein by reference. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. By executing and returning the enclosed copy of this Agreement, you acknowledge your receipt of this Agreement and the Plan and agree to be bound by all of the terms of this Agreement and the Plan. 9. Rights of Participants. Nothing in this Agreement shall confer upon ---------------------- you any right or obflgation to continue on the Board of Directors of the Company or shall affect in any way the right of the shareholders to remove you from the Board by majority vote. 10. Additional Restrictions on Transfer. ----------------------------------- (a) Restrictive Legend. Unless the Option Shares are covered by an ------------------ effective registration statement under the Securities Act of 1933, as amended, the certificates representing the Option Shares will bear the following legend: 3 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON ___________, 1996, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRAT1ON THEREUNDER." (b) Opinion of Counsel. You may not sell, transfer or dispose of any ------------------ Option Shares (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company that Registration under the Securities Act or any applicable state securities law is not required in connection with such transfer. 11. Remedies. The parties hereto will 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 acknowledge and agree that money damages may not be an adequate remedy for any breath of the provisions of this Agreement and that any party hereto may, in its sole discretion, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement. 12. Amendment. Any provision of this Agreement may be amended or --------- waived only with the prior written consent of the holder of the Option and the Company. 13. Severability. Whenever possible, each provision of this Agreement ------------ will 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 prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. 14. Counterparts. This Agreement may be executed simultaneously in two ------------ or more counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same Agreement. 15. Descriptive Headings. The descriptive headings of this Agreement -------------------- are inserted for convenience only and do not constitute a part of this Agreement. 16. Governing Law. All questions concerning the construction, validity ------------- and interpretation of this Agreement will be governed by the internal law, and not the law of conflicts, of the State of Delaware. 4 17. Notices. All notices, demands or other communications to be given ------- or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally or mailed by certified or registered mail, return receipt requested and postage prepaid, to the recipient. Such notices, demands and other communications shall be sent to you and to the Company at the addresses indicated below: (a) If to the Optionee; Jerry Zucker 16 Buckingham Drive Charleston, SC 29407 (b) If to the Company: Polymer Group, Inc. 4838 Jenkins Avenue North Charleston, South Carolina 29405 Attention: Jerry Zucker, Chairman, President and CEO James G. Boyd, Executive Vice President, Treasurer & CFO or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. 18. Entire Agreement. This Agreement, together with the Plan, ---------------- constitutes the entire understanding between you and the Company, and supersedes all other agreements, whether written or oral, with respect to the acquisition by you of these shares of Common Stock of the Company. 5 Please execute the extra copy of this Agreement in the space below and return it in a confidential envelope to Charlotte Crosby at the Corporate Office to confirm your understanding and acceptance of this Agreement. Very truly yours, POLYMER GROUP, INC. BY: /s/ Jay Tiedemann --------------------------------------- Jay Tiedemann Vice President -- Human Resources, Risk Management, and Administration Enclosures: 1. Extra copy of this Agreement 2. Copy of the Plan The undersigned hereby acknowledges having read this Agreement and the Plan and hereby agrees to be bound by all provisions set forth herein and in the Plan. Dated as of June 14, 2001. OPTIONEE /s/ Jerry Zucker ----------------------- 6 EX-99.J 4 dex99j.txt OPTION AGREEMENT DATED SEPTEMBER 24, 2001 Exhibit J Polymer Group, Inc. 4838 Jenkins Avenue North Charleston, South Carolina 29405 September 24, 2001 Jerry Zucker 16 Buckingham Drive Charleston, SC 29407 Re:Polymer Group, Inc. Grant of Nonqualified Stock Option Dear Jerry: In consideration of your continued employment with Polymer Group, Inc., (the "Company") and/or one of its subsidiaries, the Company is pleased to advise ------- you that its Board of Directors has granted to you a stock option (an "Option"), ------ as provided below, under the 1996 Key Employee Stock Option Plan (the "Plan"), a ---- copy of which is attached hereto. 1. Definitions. Capitalized terms used in this agreement (the ----------- "Agreement") and not otherwise defined herein shall have the meanings given to --------- such terms in the Plan. 2. Option. ------ (a) Terms. Your Option is to purchase up to 260,000 shares of ----- Common Stock (the "Option Shares") at an exercise price per share of $1.88 (the ------------- "Exercise Price"), payable upon exercise as set forth in paragraph 2(b) below. -------------- Your Option will expire in increments corresponding to the vesting schedule described in Section 3(a) below, such that each portion vested and exercisable will expire at the close of business on the date ten (10) years from the respective date that such portion became vested and exercisable, subject to earlier expiration in connection with the termination or ending of your employment for any reason as provided in paragraph 4(b) below and as provided in the Plan (each date being herein called the "Expiration Date" for the portion of --------------- your Option to which such date relates). Your Option is not intended to be an Incentive Stock Option. (b) Payment of Option Price. Subject to paragraph 3 below, ----------------------- your Option may be exercised in whole or in part upon payment of an amount (the "Option Price") equal to the product of (i) the Exercise Price multiplied by ------------ (ii) the number of Option Shares to be acquired. Payment shall be made as provided in the Plan. 3. Exercisability/Vesting ---------------------- (a) Normal Vesting. Your Option may be exercised only to the extent -------------- it has not expired. Your Option will incrementally vest and become exercisable with respect to the following percentages of your Option Shares on the anniversaries of the date of grant as reflected below, if and only if you are, and have been, continuously employed by the Company from the date of this Agreement through and including the vesting date for each respective portion represented as a percentage of your Option; provided, that if you retire from the Company prior to three (3) years from the date of grant, such Option may still vest in accordance with the schedule set forth below, subject to the terms and conditions covering Retirement in the Plan: Date Portion Vested ---- -------------- Date of this Agreement 25% First Anniversary 25% Second Anniversary 25% Third Anniversary 25% (b) Change of Control/Ownership. In the event that any person or --------------------------- group (other than Jerry Zucker and/or James G. Boyd and/or Golder, Thoma, Cressey & Rauner and/or one or more of their affiliates, individually or collectively), acting jointly or in concert, becomes the owner or controlling body, directly or indirectly, of your location or division (the "Business -------- Unit"), or the Company in its entirety, all unvested shares will immediately - ---- vest and become exercisable. 4. Expiration of Options. --------------------- (a) Normal Expiration. In no event shall any part of your Option be ----------------- exercisable after the applicable Expiration Date set forth in paragraph 2(a) above. (b) Expiration Upon Termination of Employment. In the event that your ----------------------------------------- employment with the Company and/or any of its Subsidiaries is terminated or ends for any reason other than Retirement ("Retirement" eligibility is based on the sum of your age and years of service being 70 or more) on or prior to three (3) years from the date of grant, all unvested portions of your Option shall immediately expire and not be exercisable under any circumstances. Any portions of your Option that were vested and exercisable on the date your employment with the Company terminated or ended (for any reason other than for Cause or Retirement) will expire 90 days from the date of such termination, but in no event later than the Expiration Date; provided, however, that if your employment -------- ------- with the Company is terminated for Cause, such vested and exercisable portions will be forfeited as of the date of your termination; provided further, that if -------- ------- your employment ends due to Retirement, any unvested portions of your Option may continue to vest and become exercisable, subject to the terms and conditions covering Retirement in the Plan, for a period of up to three (3) years from the date of your Retirement. Any portions of your Option becoming vested and exercisable in the three year time period following your Retirement shall expire on the final day of 2 such three year period. By your acceptance of this Option, you acknowledge and agree that the Plan provides that if, at any time during your Retirement, you engage in conduct that the Committee determines to be detrimental to the Company, your Option is subject to immediate forfeiture without prior notice. 5. Procedure for Exercise. You may exercise all or any portion of ---------------------- your Option, to the extent it has vested and is outstanding, at any time and from time to time prior to its expiration, by delivering written notice to the Company as provided in the Plan. Any questions on your Option should be directed to Jay Tiedemann, Vice President -- Human Resources, Risk Management, and Administration at the Company's Corporate Office. 6. Securities Laws Restrictions and Other Restrictions on Transfer --------------------------------------------------------------- of Option Shares. You represent that when you exercise your Option you will be - ---------------- purchasing Option Shares for your own account and riot on behalf of others. You understand and acknowledge that federal and state securities laws govern and restrict your right to offer, sell or otherwise dispose of any Option Shares unless your offer, sale or other disposition thereof is registered under the Securities Act and state securities laws, or in the opinion of the Company's counsel, such offer, sale or other disposition is exempt from registration or qualification thereunder. You agree that you will not offer, sell or otherwise dispose of any Option shares in any manner which would: (i) require the Company to file any registration statement with the Securities and Exchange Commission (or any similar filing under state law) or to amend or supplement any such filing or (ii) violate or cause the Company to violate the Securities Act, the rules and regulations promulgated thereunder or any other state or federal law. You further understand that the certificates for any Option Shares you purchase will bear such legends as the Company deems necessary or desirable in connection with the Securities Act or other rules, regulations or laws. 7. Transfer Limitations. Your Option is personal to you and may only -------------------- be transferred as a result of your death, testate or intestate, by will or the laws of descent and distribution. It shall be a condition precedent to transfer of your Option that the transferee executes and delivers an agreement acknowledging that such Option has been acquired for investment and not for distribution and is and shall remain subject to this Agreement and the Plan. 8. Conformity with Plan. Your Option is intended to conform in all -------------------- respects with, and is subject to all applicable provisions of, the Plan, which is incorporated herein by reference. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. By executing and returning the enclosed copy of this Agreement, you acknowledge your receipt of this Agreement and the Plan and agree to be bound by all of the terms of this Agreement and the Plan. 9. Rights of Participants. Nothing in this Agreement shall confer ---------------------- upon you any right or obligation to continue in the employ of the Company or any Subsidiary or shall affect in any way the right of the Company or any Subsidiary to terminate your employment with the Company or any Subsidiary at any time, for any reason, with or without Cause. 3 10. Additional Restrictions on Transfer. ----------------------------------- (a) Restrictive Legend. Unless the Option Shares are covered by an ------------------ effective registration statement under the Securities Act of 1933, as amended, the certificates representing the Option Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON ___________, 1996, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRAT1ON THEREUNDER." (b) Opinion of Counsel. You may not sell, transfer or dispose of any ------------------ Option Shares (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company that Registration under the Securities Act or any applicable state securities law is not required in connection with such transfer. 11. Remedies. The parties hereto will 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 acknowledge and agree that money damages may not be an adequate remedy for any breath of the provisions of this Agreement and that any party hereto may, in its sole discretion, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement. 12. Amendment. Any provision of this Agreement may be amended or --------- waived only with the prior written consent of the holder of the Option and the Company. 13. Severability. Whenever possible, each provision of this Agreement ------------ will 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 prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. 14. Counterparts. This Agreement may be executed simultaneously in ------------ two or more counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same Agreement. 4 15. Descriptive Headings. The descriptive headings of this Agreement -------------------- are inserted for convenience only and do not constitute a part of this Agreement. 16. Governing Law. All questions concerning the construction, ------------- validity and interpretation of this Agreement will be governed by the internal law, and not the law of conflicts, of the State of Delaware. 17. Notices. All notices, demands or other communications to be given ------- or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally or mailed by certified or registered mail, return receipt requested and postage prepaid, to the recipient, such notices, demands and other communications shall be sent to you and to the Company at the addresses indicated below: (a) If to the Optionee; Jerry Zucker 16 Buckingham Drive Charleston, SC 29407 (b) If to the Company: Polymer Group, Inc. 4838 Jenkins Avenue North Charleston, South Carolina 29405 Attention: Jerry Zucker, Chairman, President and CEO James G. Boyd, Executive Vice President, Treasurer & CFO or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. 18. Entire Agreement. This Agreement, together with the Plan, ---------------- constitutes the entire understanding between you and the Company, and supersedes all other agreements, whether written or oral, with respect to the acquisition by you of these shares of Common Stock of the Company. 5 Please execute the extra copy of this Agreement in the space below and return it in a confidential envelope to Charlotte Crosby at the Corporate Office to confirm your understanding and acceptance of this Agreement. Very truly yours, POLYMER GROUP, INC. BY: /s/ James G. Boyd ---------------------------------------- James G. Boyd Exec. V.P. & CFO Enclosures: 1. Extra copy of this Agreement 2. Copy of the Plan The undersigned hereby acknowledges having read this Agreement and the Plan and hereby agrees to be bound by all provisions set forth herein and in the Plan. Dated as of September 25, 2001. OPTIONEE /s/ Jerry Zucker -------------------------------------- 6 -----END PRIVACY-ENHANCED MESSAGE-----