-----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, UI9ESUierxYqleovO5HpplHDXQbOliamt1p4jKHi52h2dlDtniaWMWExkR5X2TRL hO0DWOjhs3Ed0hLqOzYOyA== 0000950131-03-001384.txt : 20030317 0000950131-03-001384.hdr.sgml : 20030317 20030314184713 ACCESSION NUMBER: 0000950131-03-001384 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030317 GROUP MEMBERS: FTG, INC. GROUP MEMBERS: THE INTERTECH GROUP, INC. 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 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: 03604929 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 SC 13D/A 1 dsc13da.txt SCHEDULE 13D - AMENDMENT #7 OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response..... 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Polymer Group, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 731745 30 3 - ------------------------------------------------------------------------------- (CUSIP Number) Jerry Zucker The InterTech Group, Inc. FTG, Inc. 4838 Jenkins Avenue North Charleston, South Carolina 29405 (843) 744-5174 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPY TO: H. Kurt von Moltke Kirkland & Ellis 200 E. Randolph Drive Chicago, Illinois 60601 (312) 861-2000 March 6, 2003 - ------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See (S)240.13d-7 for other parties to whom copies are to be sent. Page 1 of 12 Pages 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). Page 2 of 12 Pages CUSIP NO. 731745303 13D Page 3 of 12 Pages ----------------- [Repeat following page as necessary] - -------------------------------------------------------------------------------- 1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (entities only) Jerry Zucker - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds* 00 (See Item 3) - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 45,795 (See Item 5) SHARES ----------------------------------------------------------- BENEFICIALLY 8. Shared Voting Power OWNED BY 54,596 EACH ----------------------------------------------------------- REPORTING 9. Sole Dispositive Power PERSON 45,795 (See Item 5) WITH ----------------------------------------------------------- 10. Shared Dispositive Power 54,596 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 100,391 (See Item 5) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares* [X] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 25.1% (See Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS CUSIP NO. 731745303 13D Page 4 of 12 Pages ----------------- [Repeat following page as necessary] - -------------------------------------------------------------------------------- 1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (entities only) The InterTech Group, Inc. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds* 00 - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization South Carolina - -------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 51,101 (See Item 5) SHARES ----------------------------------------------------------- BENEFICIALLY 8. Shared Voting Power OWNED BY None (See Item 5) EACH ----------------------------------------------------------- REPORTING 9. Sole Dispositive Power PERSON 51,101 (See Item 5) WITH ----------------------------------------------------------- 10. Shared Dispositive Power None (See Item 5) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 51,101 (See Item 5) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares* [X] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 12.8% (See Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person* CO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS. CUSIP NO. 731745303 13D Page 5 of 12 Pages ----------------- [Repeat following page as necessary] - -------------------------------------------------------------------------------- 1. Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (entities only). FTG, Inc. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds* 00 - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization South Carolina - -------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 3,271 (See Item 5) SHARES ----------------------------------------------------------- BENEFICIALLY 8. Shared Voting Power OWNED BY None (See Item 5) EACH ----------------------------------------------------------- REPORTING 9. Sole Dispositive Power PERSON 3,271 (See Item 5) WITH ----------------------------------------------------------- 10. Shared Dispositive Power None (See Item 5) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,271 (See Item 5) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares* [X] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0.8% (See Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS This Amendment No. 7 amends and supplements the statement on Schedule 13D (as previously amended and supplemented, the "Statement") with respect to the previously outstanding common stock, par value $.01 per share (the "Old Common Stock"), of Polymer Group, Inc. (the "Issuer"), as 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 Statement, 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. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information given by another Reporting Person or any other person. By their signature on this Statement, each of the Reporting Persons agrees that this Statement is filed on behalf of such Reporting Person. Capitalized terms used herein but not otherwise 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 1. Security and Issuer The class of equity securities to which this Statement relates is the Class B common stock, par value $.01 per share (the "Class B Common Stock"), of the Issuer. The name and address of the principal executive offices of the Issuer are Polymer Group, Inc., 4838 Jenkins Avenue, North Charleston, SC 29405. Item 2. Identity and Background. (a) Names of Reporting Persons: The names of the Reporting Persons are Jerry Zucker, InterTech and FTG, Inc. Mr. Zucker is the Chairman, Chief Executive Officer, President and a director of both InterTech and FTG. James G. Boyd is Executive Vice President, Treasurer, Secretary and a director of both InterTech and FTG. The information set forth herein for Mr. Boyd is provided solely with respect to his position as an executive officer and a director of InterTech and FTG. Mr. Boyd is not a Reporting Person for purposes of this Schedule 13D. (b) Business Address: The principal business address of each of Messrs. Zucker and Boyd is 4838 Jenkins Avenue, North Charleston, SC 29405. The principal business addresses of InterTech and FTG are the same. (c) Principal Occupation and the Name, Principal Business and Address of any Corporation or Organization: Mr. Zucker's principal occupation is serving as Chairman, President and Chief Executive Officer of InterTech. Mr. Boyd's principal occupation is serving as Executive Vice President, Chief Financial Officer, Treasurer and Secretary of the Issuer. The Issuer's principal business is manufacturing and marketing a broad range of nonwoven and woven polyolefin products. The Issuer's address is 4838 Jenkins Avenue, North Charleston, SC 29405. Mr. Boyd is also Executive Vice President, Treasurer, Secretary and a director of InterTech and FTG. Both InterTech and FTG are private holding companies specializing in polymer fiber and elastomeric composites and fabrications. (d) Criminal Proceedings: During the past five years, none of the Reporting Persons or Mr. Boyd has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Securities Laws: During the past five years, none of the Reporting Persons or Mr. Boyd was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, Page 6 of 12 Pages or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: Messrs. Zucker and Boyd are United States citizens. InterTech and FTG are South Carolina corporations. Item 3. Source and Amount of Funds or Other Consideration. The information set forth in Item 4 of this Amendment No. 7 is hereby incorporated herein by reference. Item 4. Purpose of Transaction. Pursuant to a plan of reorganization approved by the Bankruptcy Court, on March 6, 2003, each share of Old Common Stock, par value $.01 per share, of the Issuer was converted into approximately one-eightieth (1/80) of a share of Class B Common Stock of the Issuer, one-sixty-fourth (1/64) of a Series A Warrant and one-sixty-first (1/61) of a Series B Warrant. To the knowledge of the Reporting Persons, as of the date of the filing of this Statement, the total outstanding shares of Class B Common Stock represent approximately 4% of the total outstanding shares of common stock of the Issuer. The Reporting Persons may acquire additional shares of the Class B Common Stock or other securities of the Issuer from time to time for investment purposes. The Reporting Persons have no other plans or proposals which would relate to or result in any action described in the instructions to this Item 4. Item 5. Interest in Securities of the Issuer. Based on an estimated 400,000 shares of Class B Common Stock outstanding, the Reporting Persons and Mr. Boyd beneficially own the following number of shares of Class B Common Stock: (a) Amount Beneficially Owned: The shares of Class B Common Stock covered by this Statement beneficially owned by the Reporting Persons and Mr. Boyd are as follows: Shares Beneficially Percentage of Class B Name Owned Common Stock -------------------- ------------------- --------------------- Jerry Zucker ....... 100,391 25.1% InterTech .......... 51,101 12.8% FTG ................ 3,271 0.8% James G. Boyd ...... 62,203 15.6% The shares reflected above include 45,795 shares held by Mr. Zucker, 88 shares held by Mr. Zucker's wife, 136 held in trust by Mr. Zucker's children, 51,101 shares held by InterTech, 3,271 shares held by FTG and 7,831 shares held by Mr. Boyd. 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 Page 7 of 12 Pages ownership of the shares held by each of InterTech and FTG. Mr. Zucker also expressly disclaims beneficial ownership of the shares held in the names of his wife and children. The Series A Warrants and Series B Warrants received by each of Mr. Zucker, InterTech, FTG and Mr. Boyd pursuant to the conversion described in Item 4 are non-voting. Such warrants are exercisable, under certain circumstances, for Class D Common Stock and Class E Common Stock, respectively, of the Issuer. Such warrants are not exercisable within 60 days. (b) Number of shares of Class B Common Stock of the Issuer as to which such person has: (i) Sole power to vote or to direct the vote: Jerry Zucker ......................... 45,795 Shares InterTech ............................ 51,101 Shares FTG .................................. 3,271 Shares James G. Boyd ........................ 7,831 Shares (ii) Shared power to vote or to direct the vote: Jerry Zucker ......................... 54,596 Shares James G. Boyd ........................ 54,371 Shares (iii) Sole power to dispose or to direct the disposition of: Jerry Zucker ......................... 45,795 Shares InterTech ............................ 51,101 Shares FTG .................................. 3,271 Shares James G. Boyd ........................ 7,831 Shares (iv) Shared power to dispose or to direct the disposition of: Jerry Zucker ......................... 54,596 Shares James G. Boyd ........................ 54,371 Shares The filing of this Statement shall not be construed as an admission by Mr. Zucker, InterTech, FTG or Mr Boyd 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: Other than as set forth in Item 4 herein, the Reporting Persons have not participated in or effectuated any transactions in the Class B Common Stock of the Issuer in the past sixty days. (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 Page 8 of 12 Pages the sale of the Class B Common Stock owned beneficially by any of the Reporting Persons. (e) Date Reporting Person Ceased to be 5% Beneficial Owner: Inapplicable. Item 7. Material to be filed as Exhibits. Exhibit K - Joint Filing Agreement among the Reporting Persons pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, relating the filing of this Amendment No. 7 to Schedule 13D. Page 9 of 12 Pages SIGNATURES After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Date: March 14, 2003 /s/ Jerry Zucker -------------------------------------- Name: Jerry Zucker The InterTech Group, Inc. /s/ Jerry Zucker -------------------------------------- Name: Jerry Zucker Its: Chairman, President and CEO FTG, Inc. /s/ Jerry Zucker -------------------------------------- Name: Jerry Zucker Its: Chairman, President and CEO Page 10 of 12 Pages EXHIBIT K SCHEDULE 13D JOINT FILING AGREEMENT The undersigned and each other person executing this joint filing agreement (this "Agreement") agree as follows: (i) The undersigned and each other person executing this Agreement are individually eligible to use this Schedule 13D to which this Exhibit is attached and this Amendment No. 7 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. * * * * * * Page 11 of 12 Pages Date: March 14, 2003 /s/ Jerry Zucker ------------------------------------ Name: Jerry Zucker The InterTech Group, Inc. /s/ Jerry Zucker ------------------------------------ Name: Jerry Zucker Its: Chairman, President and CEO FTG, Inc. /s/ Jerry Zucker ------------------------------------ Name: Jerry Zucker Its: Chairman, President and CEO Page 12 of 12 Pages -----END PRIVACY-ENHANCED MESSAGE-----