Exhibit 99.5
NOTICE OF GUARANTEED DELIVERY
in Respect of
9% Senior Subordinated Notes due 2007
of
POLYMER GROUP, INC.
Pursuant to the Prospectus dated , 1997
The Exchange Agent for the Exchange Offer is:
Harris Trust and Savings Bank
By Mail: By Overnight Courier: By Hand:
c/o Harris Trust Company of New York c/o Harris Trust Company of New York c/o Harris Trust Company of New York
Wall Street Station 77 Water Street, 4th Floor Receive Window
P.O. Box 1023 New York, NY 10005 77 Water Street, 5th Floor
New York, NY 10268-1023 Attn: Reorganization Dept. New York, NY 10005
Attn: Reorganization Dept. Attn: Reorganization Dept.
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 701-7636 or 7637
For Information Telephone (call collect):
(212) 701-7624
Delivery of this Notice of Guaranteed Delivery to an address, or
transmission via facsimile to a number, other than as set forth above will not
constitute valid delivery.
As set forth in the Prospectus dated , 1997 (as it may be
supplemented and amended from time to time, the "Prospectus") of Polymer Group,
Inc. (the "Company") under "The Exchange Offer -- Guaranteed Delivery
Procedures," and in the Instructions to the related Letter of Transmittal (the
"Letter of Transmittal"), this form, or one substantially equivalent hereto, or
an Agent's Message relating to the guaranteed delivery procedures, must be used
to accept the Company's offer (the "Exchange Offer") to exchange any and all of
its outstanding 9% Senior Subordinated Notes due 2007 (the "Notes"), for new 9%
Senior Subordinated Notes due 2007, Series B (the "Exchange Notes"), if time
will not permit the Letter of Transmittal, certificates representing such Notes
and other required documents to reach the Exchange Agent, or the procedures for
book-entry transfer cannot be completed, on or prior to the Expiration Date (as
defined).
This form must be delivered by an Eligible Institution (as defined herein)
by mail or hand delivery or transmitted via facsimile to the Exchange Agent as
set forth above. If a signature on the Letter of Transmittal is required to be
guaranteed by a Medallion Signature Guarantor under the instructions thereto,
such signature guarantee must appear in the applicable space provided in the
Letter of Transmittal. This form is not to be used to guarantee signatures.
Questions and requests for assistance and requests for additional copies of
the Prospectus may be directed to the Exchange Agent at the address above.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 1997, UNLESS EXTENDED ("THE EXPIRATION DATE").
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Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal (receipt of which is hereby acknowledged), the principal amount
of the Notes specified below pursuant to the guaranteed delivery procedures
set forth in the Prospectus under "The Exchange Offer -- Guaranteed
Delivery Procedures" and in Instruction 2 to the Letter of Transmittal.
The undersigned hereby authorizes the Exchange Agent to deliver this Notice
of Guaranteed Delivery to the Company with respect to the Notes tendered
pursuant to the Exchange Offer.
The undersigned understands that Notes will be exchanged only after timely
receipt by the Exchange Agent of (i) such Notes, or a Book-Entry
Confirmation, and (ii) a Letter of Transmittal (or a manually signed
facsimile thereof), including by means of an Agent's Message, of the
transfer of such Notes into the Exchange Agent's account at the Book-Entry
Transfer Facility, with respect to such Notes, properly completed and duly
executed, with any signature guarantees and any other documents required by
the Letter of Transmittal within three New York Stock Exchange, Inc.
trading days after the execution hereof. The undersigned also understands
that the method of delivery of this Notice of Guaranteed Delivery and any
other required documents to the Exchange Agent is at the election and sole
risk of the holder, and the delivery will be deemed made only when actually
received by the Exchange Agent.
The undersigned understands that tenders of Notes will be accepted only in
principal amounts equal to $1,000 or integral multiples thereof. The
undersigned also understands that tenders of Notes may be withdrawn at any
time prior to the Expiration Date.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death
or incapacity of the undersigned, and every obligation of the undersigned
under this Notice of Guaranteed Delivery shall be binding upon the heirs,
executors, administrators, trustees in bankruptcy, personal and legal
representatives, successors and assigns of the undersigned.
All capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Prospectus.
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PLEASE SIGN AND COMPLETE
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Signature(s) of Registered Holder(s) or Date:___________________________________________________
Authorized Signatory:_______________________________
Address:________________________________________________
____________________________________________________
________________________________________________________
____________________________________________________
Area Code and Telephone No._____________________________
Name(s) of Registered Holder(s):____________________
If Notes will be delivered by book-entry transfer, check
____________________________________________________ book-entry transfer facility below:
____________________________________________________ [_] The Depository Trust Company
Principal Amount of Notes Tendered:_________________
____________________________________________________
Certificate No.(s) of Notes Depository
(if available)______________________________________ Account No._____________________________________________
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This Notice of Guaranteed Delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificate(s)
for Notes or on a security position listing as the owner of Notes, or by person(s) authorized to become Holder(s) by
endorsements and documents transmitted with this Notice of Guaranteed Delivery without alteration, enlargement or any
change whatsoever. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must provide the following information.
Please print name(s) and address(es)
Name(s):_______________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
Capacity:______________________________________________________________________________________________________________
Address(es):___________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
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DO NOT SEND NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE
EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER
OF TRANSMITTAL.
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GUARANTEE
(Not To Be Used for Signature Guarantee)
The undersigned, a member of the Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program (each, an "Eligible Institution"), hereby (i)
represents that the above-named persons are deemed to own the Notes tendered
hereby within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended ("Rule 14e-4"), (ii) represents that such
tender of Notes complies with Rule 14e-4 and (iii) guarantees that the Notes
tendered hereby are in proper form for transfer (pursuant to the procedures set
forth in the Prospectus under "The Exchange Offer -- Guaranteed Delivery
Procedures"), and that the Exchange Agent will receive (a) such Notes, or a
Book-Entry Confirmation of the transfer of such Notes into the Exchange Agent's
account at the Book-Entry Transfer Facility and (b) a properly completed and
duly executed Letter of Transmittal or facsimile thereof (or Agent's message)
with any required signature guarantees and any other documents required by the
Letter of Transmittal within three New York Stock Exchange, Inc. trading days
after the date of execution hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the Letter of Transmittal and
Notes to the Exchange Agent within the time period shown herein. Failure to do
so could result in a financial loss to such Eligible Institution.
Name of Firm:__________________________________________________________________
Authorized Signature:__________________________________________________________
Title:_________________________________________________________________________
Address:_______________________________________________________________________
_______________________________________________________________________________
(Zip Code)
Area Code and Telephone Number:________________________________________________
Dated: ___________________, 1997
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