<PAGE>
 
Offer To Purchase
and Consent Solicitation Statement
 
                              POLYMER GROUP, INC.
 
                          OFFER TO PURCHASE FOR CASH
                            ANY AND ALL OUTSTANDING
                         12 1/4% SENIOR NOTES DUE 2002
                       AND SOLICITATION OF CONSENTS FOR
                      AMENDMENT OF THE RELATED INDENTURE
 
                               ----------------
 
  Polymer Group, Inc., a Delaware corporation (the "Company"), hereby offers
to purchase for cash, upon the terms and subject to the conditions set forth
in this Offer to Purchase and Consent Solicitation Statement (as it may be
amended or supplemented from time to time, the "Statement") and in the
accompanying Consent and Letter of Transmittal (the "Consent and Letter of
Transmittal" and, together with this Statement, the "Offer"), any and all of
its outstanding 12 1/4% Senior Notes due 2002 (the "Notes") from each
registered holder thereof (each a "Holder" and, collectively, the "Holders").
 
  The consideration for Notes tendered pursuant to the Offer shall be the
price (calculated as described in Schedule I to this Statement) equal to (i)
the present value on the Payment Date (as defined herein) of $1,061.25 per
$1,000 principal amount of Notes (the amount payable on July 15, 1998, which
is the first date on which the Notes are redeemable (the "Earliest Redemption
Date")), determined on the basis of a yield (the "Tender Offer Yield") to the
Earliest Redemption Date equal to the sum of (x) the yield on the 8 1/4% U.S.
Treasury Note due July 15, 1998 (the "Reference Security"), as calculated by
the Dealer Manager in accordance with standard market practice, based on the
bid price for such Reference Security as of 2:00 p.m., New York City Time, on
June 18, 1997, the tenth business day immediately preceding the scheduled
Tender Offer Expiration Date (the "Price Determination Date"), as displayed on
the Bloomberg Government Pricing Monitor on "Page PX4" (the "Bloomberg Page")
(or, if any relevant price is not available on a timely basis on the Bloomberg
Page or is manifestly erroneous, such other recognized quotation source as the
Dealer Manager shall select in its sole discretion) plus (y) 75 basis points,
the fixed spread (the "Fixed Spread") (such price being rounded to the nearest
cent per $1,000 principal amount of Notes), minus (ii) $10.00 per $1,000
principal amount of Notes, which is equal to the Consent Payment referred to
below (such amount, the "Tender Offer Consideration"), plus accrued and unpaid
interest to, but not including, the Payment Date (as defined herein). In the
event the Offer is extended for any period of time longer than ten (10)
business days from the previously scheduled Tender Offer Expiration Date, a
new Price Determination Date will be established. The Tender Offer
Consideration plus the Consent Payment (as defined below) is referred to
herein as the "Total Consideration."
 
                                                  (Continued on following page)
 
 
   THE SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
 WEDNESDAY JUNE 18, 1997 IF ON SUCH DATE THE COMPANY HAS RECEIVED THE
 REQUISITE CONSENTS (AS DEFINED HEREIN) OR THE FIRST DATE THEREAFTER THAT THE
 COMPANY RECEIVES THE REQUISITE CONSENTS FROM HOLDERS OF THE NOTES (THE
 "CONSENT EXPIRATION DATE"). THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW
 YORK CITY TIME, ON WEDNESDAY, JULY 2, 1997 UNLESS EXTENDED (SUCH DATE, AS
 THE SAME MAY BE EXTENDED, THE "TENDER OFFER EXPIRATION DATE"). HOLDERS WHO
 DESIRE TO RECEIVE THE CONSENT PAYMENT AND THE TENDER OFFER CONSIDERATION
 MUST VALIDLY CONSENT TO THE PROPOSED AMENDMENTS ON OR PRIOR TO THE CONSENT
 EXPIRATION DATE. HOLDERS WHO TENDER AFTER THE CONSENT EXPIRATION DATE WILL
 RECEIVE ONLY THE TENDER OFFER CONSIDERATION. CONSENTS MAY ONLY BE REVOKED ON
 OR PRIOR TO THE CONSENT EXPIRATION DATE. TENDERS OF NOTES MAY BE WITHDRAWN
 AT ANY TIME PRIOR TO THE TENDER OFFER EXPIRATION DATE.
 
 
                               ----------------
 
      The Dealer Manager for the Offer and the Solicitation Agent for the
                               Solicitation is:
 
                             CHASE SECURITIES INC.
 
June 5, 1997
<PAGE>
 
(Cover page continued)
 
  In conjunction with the Offer, the Company hereby solicits (the
"Solicitation") consents (the "Consents") of registered Holders of the Notes
to certain proposed amendments (the "Proposed Amendments") to the Indenture
dated as of June 24, 1994, between the Company and First Union National Bank
of South Carolina ("First Union"), as amended by the First Supplemental
Indenture dated as of March 15, 1995 between the Company and First Union, the
Second Supplemental Indenture dated as of September 14, 1995 among the
Company, First Union and Harris Trust and Savings Bank, as trustee (the
"Trustee"), the Third Supplemental Indenture dated as of April 9, 1996 between
the Company and the Trustee, and the Fourth Supplemental Indenture dated as of
August 14, 1996 between the Company and the Trustee (as so amended, the
"Indenture"), pursuant to which the Notes were issued, which amendments would,
among other things, eliminate substantially all of the covenants contained in
the Indenture. Subject to the terms and conditions set forth in this Statement
and the Consent and Letter of Transmittal, the Company hereby offers to pay to
each registered Holder who validly consents to the Proposed Amendments on or
prior to the Consent Expiration Date (as defined herein) an amount in cash
(the "Consent Payment") equal to 1% of the principal amount ($10.00 for each
$1,000 principal amount) of Notes for which Consents have been validly
delivered and not validly revoked as of the Consent Expiration Date, with such
payment to be made on the Payment Date if, but only if, such Holder's Notes
are accepted for payment pursuant to the terms of the Offer.
 
  If the Proposed Amendments are adopted and the Offer is consummated, Notes
that are not tendered, or that are not accepted for purchase pursuant to the
Offer, will remain outstanding, but will be subject to the terms of the
Indenture as modified by the Supplemental Indenture (as defined herein)
described under Item 5, "Proposed Amendments." If a Holder does not properly
tender Notes pursuant to the Offer on or prior to the Consent Expiration Date,
or Consents either are not properly delivered, or are revoked and not properly
redelivered, on or prior to the Consent Expiration Date, such Holder will not
receive the Consent Payment, even though the Proposed Amendments will be
effective as to all Notes that are not purchased pursuant to the Offer.
Adoption of the Proposed Amendments may have adverse consequences for Holders
of Notes who do not validly tender Notes pursuant to the Offer. As a result of
the adoption of the Proposed Amendments, Holders of such outstanding Notes
will not be entitled to the benefit of substantially all of the covenants
presently contained in the Indenture. In addition, the trading market for any
Notes not properly tendered pursuant to the Offer is likely to be
significantly more limited in the future if the Offer is consummated. See Item
5, "Proposed Amendments," and Item 2, "Certain Significant Considerations."
 
  Holders who tender Notes pursuant to the Offer on or prior to the Consent
Expiration Date are obligated to Consent to the Proposed Amendments. The
completion, execution and delivery of a Consent and Letter of Transmittal in
connection with a tender of Notes pursuant to the Offer on or prior to the
Consent Expiration Date will be deemed to constitute the delivery of Consents
with respect to the Notes tendered. Holders may not deliver Consents in the
Solicitation without tendering their Notes in the Offer.
 
  The Company and the Trustee intend to execute a supplemental indenture (the
"Supplemental Indenture") to the Indenture providing for the Proposed
Amendments promptly after the Consent Expiration Date. Although the
Supplemental Indenture containing the Proposed Amendments will have been
executed by the Company and the Trustee promptly after the Consent Expiration
Date, the Proposed Amendments will not become effective unless and until the
Notes are accepted for purchase by the Company pursuant to the Offer, which is
expected to occur promptly after the Tender Offer Expiration Date.
 
  If the Notes are accepted for payment pursuant to the Offer, Holders who
validly tender Notes pursuant to the Offer on or prior to the Consent
Expiration Date and do not withdraw such tender or revoke such Consent on or
prior to the Consent Expiration Date will receive the Total Consideration,
which is equal to the Tender Offer Consideration plus the Consent Payment.
Holders who validly tender Notes and deliver Consents pursuant to the Offer on
or prior to the Consent Expiration Date may not thereafter revoke such Consent
after the Consent Expiration Date. Holders who validly tender their Notes
after the Consent Expiration Date will receive only the Tender Offer
Consideration and not the Consent Payment.
 
                                     -ii-
<PAGE>
 
(Cover page continued)
 
  Upon the terms and subject to the conditions of the Offer and the
Solicitation (including, if the Offer or Solicitation is extended or amended,
the terms and conditions of any such extension or amendment) and applicable
law, the Company will (i) purchase Notes validly tendered on or prior to the
Tender Offer Expiration Date (and not withdrawn) pursuant to the Offer, and
(ii) pay for all Consents validly delivered on or prior to the Consent
Expiration Date (and not revoked) pursuant to the Solicitation, promptly
following the Tender Offer Expiration Date.
 
  Notwithstanding any other provision of the Offer or the Solicitation, the
Company's obligation to accept for purchase, and to pay for, Notes validly
tendered pursuant to the Offer and the Company's obligation to make Consent
Payments is conditioned upon (a) the Supplemental Indenture Condition (b) the
Bank Condition, (c) the Financing Condition and (d) the General Conditions
(each as defined herein). See Item 9, "Conditions to the Offer."
 
  In the event that the Offer and the Solicitation are withdrawn or otherwise
not completed, the Tender Offer Consideration and Consent Payment will not be
paid or become payable to Holders of Notes who have validly tendered their
Notes and delivered Consents in connection with the Offer and the
Solicitation. In any such event, the Notes previously tendered pursuant to the
Offer will be promptly returned to the tendering Holder and the Supplemental
Indenture will not become operative.
 
 
   See Item 2, "Certain Significant Considerations," and Item 10, "Certain
 U.S. Federal Income Tax Considerations," for discussions of certain factors
 that should be considered in evaluating the Offer and the Solicitation. See
 Item 5, "Proposed Amendments," for a description of the Proposed Amendments.
 
                                     -iii-
<PAGE>
 
(Cover page continued)
 
                                   IMPORTANT
 
  Any Holder desiring to tender Notes and deliver Consents should either (a)
in the case of a Holder who holds physical certificates evidencing such Notes,
complete and sign the Consent and Letter of Transmittal (or a manually signed
facsimile thereof) in accordance with the instructions therein, have the
signature thereon guaranteed (if required by Instruction 1 of the Consent and
Letter of Transmittal) and send or deliver such manually signed Consent and
Letter of Transmittal (or a manually signed facsimile thereof), together with
certificates evidencing such Notes being tendered and any other required
documents to Harris Trust Company of New York, as Depositary (the
"Depositary"), at its address set forth on the back cover of this Statement,
or (b) in the case of a beneficial owner who holds Notes in book-entry form,
request such beneficial owner's broker, dealer, commercial bank, trust company
or other nominee to effect the transaction on behalf of such beneficial owner.
See Item 7, "Procedures for Tendering Notes and Delivering Consents."
 
  Any Holder who desires to tender Notes but who cannot comply with the
procedures set forth herein for tender on a timely basis or whose certificates
for Notes are not immediately available, may nevertheless tender the Notes by
following the procedures for guaranteed delivery set forth under Item 7,
"Procedures for Tendering Notes and Delivering Consents--Guaranteed Delivery."
The procedures for guaranteed delivery of Notes will not operate to effect the
timely delivery of the related Consent for purposes of determining eligibility
to receive a Consent Payment.
 
  The Depository Trust Company ("DTC") has authorized DTC participants that
hold Notes on behalf of beneficial owners of Notes through DTC to tender their
Notes as if they were Holders. To effect such a tender, DTC participants
should transmit their acceptance to DTC through the DTC Automated Tender Offer
Program ("ATOP"), for which the transaction will be eligible, and follow the
procedure for book-entry transfer set forth in Item 7, "Procedures for
Tendering Notes and Delivering Consents." NOTWITHSTANDING THE TENDER OF NOTES
BY A HOLDER PURSUANT TO ATOP, IN ORDER TO VALIDLY DELIVER A CONSENT WITH
RESPECT TO NOTES TRANSFERRED PURSUANT TO ATOP ON OR PRIOR TO THE CONSENT
EXPIRATION DATE (AND THEREBY MAKE A VALID TENDER OF SUCH NOTES), DTC
PARTICIPANTS USING ATOP MUST ALSO PROPERLY COMPLETE AND EXECUTE THE CONSENT
AND LETTER OF TRANSMITTAL AND TIMELY DELIVER IT TO THE DEPOSITARY. A
beneficial owner of Notes that are held of record by a broker, dealer,
commercial bank, trust company or other nominee must instruct such broker,
dealer, commercial bank, trust company or other nominee to tender the Notes
and deliver the related Consents on the beneficial owner's behalf. See Item 7,
"Procedures for Tendering Notes and Delivering Consents."
 
  Tendering Holders will not be obligated to pay brokerage fees or commissions
or the fees and expenses of the Dealer Manager, the Information Agent or the
Depositary. See Item 11, "The Dealer Manager, the Information Agent and the
Depositary."
 
  Questions and requests for assistance may be directed to MacKenzie Partners,
Inc., the Information Agent, or Chase Securities Inc., the Dealer Manager, at
their respective addresses and telephone numbers set forth on the back cover
of this Statement. Additional copies of this Statement, the Consent and Letter
of Transmittal, the Notice of Guaranteed Delivery and other related materials
may be obtained from the Information Agent. Beneficial owners may also contact
their brokers, dealers, commercial banks or trust companies through which they
hold the Notes with questions and requests for assistance.
 
  THIS STATEMENT CONSTITUTES NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION
OF CONSENTS IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM
WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE
SECURITIES OR BLUE SKY LAWS. THE DELIVERY OF THIS STATEMENT SHALL NOT UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN
NO CHANGE IN THE INFORMATION SET FORTH HEREIN OR IN ANY ATTACHMENTS HERETO OR
IN THE AFFAIRS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES SINCE
THE DATE HEREOF.
 
  NEITHER THE COMPANY NOR THE DEALER MANAGER MAKE ANY RECOMMENDATION AS TO
WHETHER HOLDERS SHOULD TENDER NOTES PURSUANT TO THE OFFER OR PROVIDE CONSENTS
TO THE PROPOSED AMENDMENTS.
 
                                     -iv-
<PAGE>
 
                             AVAILABLE INFORMATION
 
  The Company is presently subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports and other information
can be inspected and copied at the Public Reference Section of the Commission
located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C.
20549 and at regional public reference facilities maintained by the Commission
located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at prescribed rates. Such material may also be
accessed electronically by means of the Commission's home page on the Internet
(http://www.sec.gov). Such reports and other information may also be inspected
and copied at the offices of the New York Stock Exchange, Inc. (the "NYSE"),
20 Broad Street, New York, New York 10005.
 
                    INCORPORATION OF DOCUMENTS BY REFERENCE
 
  The following documents filed by the Company with the Commission (File No.
1-14330) pursuant to the Exchange Act are incorporated herein by reference and
shall be deemed to be a part hereof:
 
    (1) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 28, 1996; and
 
    (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
  March 29, 1997.
 
  All documents and reports filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Statement and on or prior to the earlier of the Payment Date or
termination of the Offer and Solicitation shall be deemed incorporated herein
by reference and shall be deemed to be a part hereof from the date of filing
of such documents and reports. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Statement to the extent that
a statement contained herein or in any subsequently filed document or report
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Statement.
 
  The Company will provide without charge to each person to whom this
Statement is delivered, upon the written request of such person, a copy of any
or all of the documents which are incorporated by reference herein, other than
exhibits to such documents which are not specifically incorporated by
reference herein. Requests should be directed to the Information Agent or the
Dealer Manager at their respective addresses set forth on the back cover page
hereof. The information relating to the Company contained in this Statement
does not purport to be complete and should be read together with the
information contained in the incorporated documents.
 
  No person has been authorized to give any information or to make any
representation not contained in this Statement and, if given or made, such
information or representation may not be relied upon as having been authorized
by the Company, the Dealer Manager, the Depositary, or the Information Agent.
Neither the delivery of this Statement nor any purchase hereunder shall, under
any circumstances, create any implication that the information herein is
correct as of any time subsequent to the date hereof, or that there has been
no change in the affairs of the Company as of such date.
 
                                      -v-
<PAGE>
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
 <C> <S>                                                                   <C>
 SUMMARY..................................................................   1
  1. Terms of the Offer and the Solicitation.............................    6
  2. Certain Significant Considerations..................................    9
  3. Purpose of the Offer and the Solicitation...........................    9
  4. Certain Information Concerning the Company and the Notes............   10
  5. Proposed Amendments.................................................   10
     Acceptance for Payment and Payment for Notes; Acceptance of
  6. Consents............................................................   12
  7. Procedures for Tendering Notes and Delivering Consents..............   13
  8. Withdrawal of Tenders and Revocation of Consents....................   16
  9. Conditions to the Offer.............................................   17
 10. Certain U.S. Federal Income Tax Consequences........................   19
 11. The Dealer Manager, the Information Agent and the Depositary........   20
 12. Fees and Expenses...................................................   21
 13. Source and Amount of Funds..........................................   21
 14. Miscellaneous.......................................................   21
 Schedule I: Formula for calculation of Tender Offer Consideration and
  Total Consideration.....................................................  23
 Schedule II: Hypothetical illustration of the calculation of Tender Offer
          Consideration and Total Consideration...........................  24
</TABLE>
 
 
                                      -vi-
<PAGE>
 
                                    SUMMARY
 
  The following summary is qualified in its entirety by the more detailed
information appearing elsewhere or incorporated by reference in this Statement
and the Consent and Letter of Transmittal. Capitalized terms have the meanings
assigned to them elsewhere in this Statement.
 
The Company.....................  Polymer Group, Inc., a Delaware corporation,
                                  is a leading worldwide manufacturer of woven
                                  and nonwoven polyolefin products, including
                                  medical, wiping, hygiene, and industrial and
                                  specialty products. See Item 4, "Certain
                                  Information Concerning the Company and the
                                  Notes."
 
The Notes.......................  The Offer and the Solicitation are being made
                                  with respect to the Company's 12 1/4% Senior
                                  Notes due 2002. See Item 4, "Certain
                                  Information Concerning the Company and the
                                  Notes."
 
The Offer.......................  The Company is offering to purchase for cash
                                  from each Holder, upon the terms and subject
                                  to the conditions described herein, any and
                                  all outstanding Notes. The consideration for
                                  Notes tendered pursuant to the Offer shall be
                                  equal to (i) the present value on the Payment
                                  Date of $1,061.25 per $1,000 principal amount
                                  of Notes, determined on the basis of the
                                  Tender Offer Yield to the Earliest Redemption
                                  Date of July 15, 1998 equal to the sum of (x)
                                  the yield on the 8 1/4% U.S. Treasury Note
                                  due July 15, 1998 as of 2:00 p.m., New York
                                  City Time, on June 18, 1997, the tenth
                                  business day immediately preceding the
                                  scheduled Tender Offer Expiration Date plus
                                  (y) 75 basis points, minus (ii) $10.00 per
                                  $1,000 principal amount of Notes. Each
                                  tendering Holder will also receive unpaid
                                  interest up to, but not including, the
                                  Payment Date. Holders who tender Notes
                                  pursuant to the Offer prior to the Consent
                                  Expiration Date are obligated to Consent to
                                  the Proposed Amendments. The completion,
                                  execution and delivery of a Consent and
                                  Letter of Transmittal in connection with the
                                  tender of Notes pursuant to the Offer on or
                                  prior to the Consent Expiration Date is
                                  required to effectuate the delivery of
                                  Consents with respect to the Notes tendered.
                                  Holders may not deliver Consents in the
                                  Solicitation without tendering their Notes in
                                  the Offer. See Item 1, "Terms of the Offer
                                  and the Solicitation."
 
The Solicitation................  Upon the terms and subject to the conditions
                                  described herein, the Company is soliciting
                                  the Consents of Holders of Notes to the
                                  Proposed Amendments to the Indenture. Each
                                  Holder who Consents to the Proposed
                                  Amendments prior to the Consent Expiration
                                  Date shall be entitled to a Consent Payment
                                  in the amount of 1% of the principal amount
                                  ($10.00 per $1,000 principal amount) of Notes
                                  with respect to which Consents are delivered.
                                  Each Holder who tenders Notes pursuant to the
                                  Offer on or prior to the Consent Expiration
                                  Date is obligated to Consent to the Proposed
                                  Amendments, and the completion,
 
                                       1
<PAGE>
 
                                  execution and delivery of a Consent and
                                  Letter of Transmittal in connection with such
                                  a Holder's tender of Notes on or prior to the
                                  Consent Expiration Date is required to
                                  effectuate the delivery of Consents with
                                  respect to the Notes tendered. Holders may
                                  not deliver Consents in the Solicitation
                                  without tendering their Notes in the Offer.
                                  The Company intends to effect the Proposed
                                  Amendments by executing a Supplemental
                                  Indenture immediately following the Consent
                                  Expiration Date, assuming that the Requisite
                                  Consents have been received. Although the
                                  Supplemental Indenture reflecting the
                                  Proposed Amendments will become effective
                                  upon execution by the Company and the Trustee
                                  immediately following the Consent Expiration
                                  Date (assuming the Requisite Consents have
                                  been received), the Proposed Amendments will
                                  not become operative until Notes are accepted
                                  for purchase by the Company pursuant to the
                                  Offer, and the Consent Payment will not be
                                  due and payable to those Holders who deliver
                                  Consents prior to the Consent Expiration Date
                                  until the Payment Date. See Item 1, "Terms of
                                  the Offer and the Solicitation," Item 5,
                                  "Proposed Amendments" and Item 6, "Acceptance
                                  for Payment and Payment of Notes; Acceptance
                                  of Consents."
 
Expiration......................  The Solicitation will expire at 5:00 p.m.,
                                  New York City time, on Wednesday, June 18,
                                  1997, or on the first date thereafter that
                                  the Company receives the Requisite Consents,
                                  unless extended. The Offer will expire at
                                  12:00 midnight, New York City time, on
                                  Wednesday, July 2, 1997, unless extended. See
                                  Item 1, "Terms of the Offer and the
                                  Solicitation."
 
Purpose of the Offer and the      The principal purpose of the Offer is to
Solicitation....................  acquire all outstanding Notes and reduce the
                                  Company's aggregate amount of outstanding
                                  senior indebtedness. The purpose of the
                                  Solicitation is to eliminate all of the
                                  restrictive covenants, certain event of
                                  default provisions and certain other
                                  provisions from the Indenture in order to,
                                  together with the Offer, enhance the
                                  operating and financial flexibility of the
                                  Company. See Item 3, "Purpose of the Offer
                                  and the Solicitation."
 
Conditions to the Offer.........  The Offer is conditioned upon (a) the
                                  Supplemental Indenture Condition, (b) the
                                  Bank Condition, (c) the Financing Condition,
                                  and (d) the General Conditions. See Item 9,
                                  "Conditions to the Offer."
 
Requisite Consents..............  The aggregate outstanding principal amounts
                                  of the Notes is $100.0 million. The Proposed
                                  Amendments require the Consent of Holders of
                                  at least a majority of the aggregate
                                  principal amount of Notes outstanding.
                                  Accordingly, the Proposed Amendments require
                                  the Consent of Holders of Notes in an
                                  aggregate principal amount in excess of $50.0
                                  million. See Item 5, "Proposed Amendments."
 
                                       2
<PAGE>
 
 
The Proposed Amendments.........  The covenants in the Indenture set forth
                                  under the headings "Limitation on
                                  Indebtedness," "Limitation on Restricted
                                  Payments," "Limitation on Transactions with
                                  Affiliates," "Limitation on Certain
                                  Subordinated Indebtedness," "Limitation on
                                  Liens," "Limitation on Restricted Subsidiary
                                  Capital Stock," and "Limitation on Dividends
                                  and other Payment Restrictions Affecting
                                  Restricted Subsidiaries" would be eliminated
                                  from the Indenture. Such covenants, among
                                  other things, generally limit the Company's
                                  ability to (i) incur debt, (ii) permit
                                  certain subsidiaries of the Company to incur
                                  debt or issue preferred stock, (iii) declare
                                  or pay certain dividends or make similar
                                  distributions, or permit certain subsidiaries
                                  of the Company to do the same, (iv) consent
                                  to any encumbrance on the ability of certain
                                  subsidiaries of the Company to pay dividends
                                  or make loans to the Company, (v) incur
                                  certain subordinated indebtedness, (vi) enter
                                  into transactions with affiliates, or permit
                                  certain subsidiaries of the Company to do the
                                  same, and (vii) create liens on assets of the
                                  Company or permit certain subsidiaries of the
                                  Company to do the same. See Item 5, "Proposed
                                  Amendments."
 
Withdrawal Rights...............  Tenders of Notes pursuant to the Offer may be
                                  withdrawn at any time prior to the Tender
                                  Offer Expiration Date, upon compliance with
                                  the procedures described herein. Tenders of
                                  Notes may also be withdrawn if the Offer is
                                  terminated without any Notes being purchased
                                  thereunder. A withdrawal of tendered Notes
                                  prior to the Consent Expiration Date shall be
                                  deemed a revocation of the related Consent.
                                  Consents may be revoked at any time prior to
                                  the Consent Expiration Date, but are
                                  thereafter irrevocable. Valid revocation of
                                  Consents will render a tender of Notes prior
                                  to the Consent Expiration Date defective,
                                  and, unless the Company waives such defect
                                  (or unless the Notes are withdrawn and re-
                                  tendered), the tendering Holder will not be
                                  eligible to receive the Tender Offer
                                  Consideration with respect to such Notes. See
                                  Item 8, "Withdrawal of Tenders and Revocation
                                  of Consents."
 
Source of Funds.................  Assuming 100% of the outstanding principal
                                  amount of Notes is tendered and accepted for
                                  payment, approximately $112 million is
                                  required to pay the Total Consideration in
                                  connection with the Offer and the
                                  Solicitation. Such funds will be obtained by
                                  the Company from the proceeds of the Private
                                  Placement. See Item 13, "Source and Amount of
                                  Funds."
 
Untendered Notes................  Notes not tendered and purchased pursuant to
                                  the Offer will remain outstanding. If the
                                  Requisite Consents are received and the
                                  Proposed Amendments become operative pursuant
                                  to the Supplemental Indenture, such Notes
                                  will not have the benefits of the restrictive
                                  covenants that will be eliminated from the
                                  Indenture by the Proposed Amendments. In
                                  addition, as a
 
                                       3
<PAGE>
 
                                  result of the consummation of the Offer, the
                                  aggregate principal amount of the Notes that
                                  are outstanding will be significantly
                                  reduced, which may adversely affect the
                                  liquidity and, consequently, the market price
                                  for the Notes, if any, that remain
                                  outstanding after consummation of the Offer.
                                  See Item 2, "Certain Significant
                                  Considerations."
 
                                  Holders who tender only a portion of their
                                  Notes pursuant to the Offer will be issued
                                  Notes equal in principal amount to the
                                  unpurchased portion of the Notes surrendered.
 
Procedures for Tendering Notes
and Delivering Consents.........
                                  Any Holder desiring to tender Notes pursuant
                                  to the Offer and/or deliver Consents pursuant
                                  to the Solicitation should either (a) in the
                                  case of a Holder who holds physical
                                  certificates evidencing such Notes, complete
                                  and sign the enclosed Consent and Letter of
                                  Transmittal (or a manually signed facsimile
                                  thereof) in accordance with the instructions
                                  set forth therein, have the signature thereon
                                  guaranteed if required by Instruction 1 of
                                  the Letter of Transmittal, and send or
                                  deliver such manually signed Consent and
                                  Letter of Transmittal (or such manually
                                  signed facsimile), together with the
                                  certificates evidencing the Notes being
                                  tendered and any other required documents to
                                  the Depositary, or (b) in the case of Holders
                                  who hold Notes in book-entry form, request
                                  his or her broker, dealer, commercial bank,
                                  trust company or other nominee to effect the
                                  transaction for him or her. Beneficial owners
                                  of Notes that are registered in the name of a
                                  broker, dealer, commercial bank, trust
                                  company or other nominee must contact such
                                  broker dealer, commercial bank, trust company
                                  or other nominee if they desire to tender
                                  their Notes and deliver Consents.
 
                                  Holders of Notes who are tendering by book-
                                  entry transfer to the Depositary's account at
                                  DTC can execute the tender through ATOP, for
                                  which the transaction will be eligible. DTC
                                  participants that are accepting the Offer
                                  must transmit their acceptance to DTC, which
                                  will verify the acceptance and execute a
                                  book-entry delivery to the Depositary's
                                  account at DTC. DTC will then send an Agent's
                                  Message to the Depositary for its acceptance.
                                  Delivery of the Agent's Message by DTC will
                                  satisfy the terms of the Offer as to the
                                  tender of Notes; however, any such Holders
                                  tendering on or prior to the Consent
                                  Expiration Date must also execute and deliver
                                  a Consent and Letter of Transmittal. To
                                  receive the Consent Payment, each Holder
                                  (including any Holder tendering Notes through
                                  ATOP) must deliver or cause to be delivered a
                                  completed and properly executed Consent and
                                  Letter of Transmittal and any other required
                                  documents to the Depositary on or prior to
                                  the Consent Expiration Date.
 
                                       4
<PAGE>
 
 
                                  A Holder who desires to tender Notes pursuant
                                  to the Offer and who cannot comply with the
                                  procedures set forth herein for tender or
                                  delivery on a timely basis or whose Notes are
                                  not immediately available may tender such
                                  Notes pursuant to the procedures for
                                  guaranteed delivery set forth herein. See
                                  Item 7, "Procedures for Tendering Notes and
                                  Delivering Consents."
 
Acceptance of Tendered Notes      Upon the terms of the Offer and the
and Payment.....................  Solicitation and upon satisfaction or waiver
                                  of the conditions thereto, the Company will
                                  accept for purchase Notes validly tendered
                                  (and not properly withdrawn) on or prior to
                                  the Tender Offer Expiration Date. Only
                                  Holders who validly tender Notes (including a
                                  properly completed, executed and delivered
                                  Consent) on or prior to the Consent
                                  Expiration Date (and do not withdraw such
                                  tender and revoke such Consent) will receive
                                  the Total Consideration, which includes the
                                  Consent Payment. Payment of the Total
                                  Consideration or the Tender Offer
                                  Consideration, as applicable, for Notes
                                  validly tendered and accepted for payment,
                                  will be made by deposit of such amounts, as
                                  applicable, with the Depositary who, in each
                                  case, will act as agent for the tendering and
                                  consenting Holders for the purpose of
                                  receiving payments from the Company and
                                  transmitting such payments to the tendering
                                  and consenting Holders. Such payments are
                                  expected to be made on the Payment Date,
                                  promptly following the acceptance of the
                                  Notes by the Company pursuant to the Offer.
                                  See Item 6, "Acceptance for Payment and
                                  Payment for Notes; Acceptance of Consents."
 
Certain Tax Considerations......  Holders of Notes should consider certain U.S.
                                  federal income tax consequences of the Offer
                                  and the Solicitation. See Item 10, "Certain
                                  U.S. Federal Income Tax Consequences."
 
Certain Significant               Holders of Notes should consider certain
Considerations..................  significant considerations relevant to the
                                  Offer and the Solicitation. See Item 2,
                                  "Certain Significant Considerations."
 
The Dealer Manager, the
Information Agent and the
Depositary......................
                                  Chase Securities Inc. has been retained as
                                  Dealer Manager in connection with the Offer
                                  and the Solicitation. In such capacities, the
                                  Dealer Manager may contact Holders regarding
                                  the Offer and the Solicitation and may
                                  request brokers, dealers, commercial banks,
                                  trust companies and other nominees to forward
                                  this Statement and related materials to
                                  beneficial owners of Notes. The Depositary is
                                  Harris Trust Company of New York. MacKenzie
                                  Partners, Inc. has been retained as the
                                  Information Agent in connection with the
                                  Offer and the Solicitation. The respective
                                  addresses and telephone numbers of the Dealer
                                  Manager, the Depositary and the Information
                                  Agent are set forth on the back cover of this
                                  Statement. See Item 11, "The Dealer Manager,
                                  the Information Agent and the Depositary."
 
                                       5
<PAGE>
 
    TO HOLDERS OF THE 12 1/4% SENIOR NOTES DUE 2002 OF POLYMER GROUP, INC.:
 
  THIS STATEMENT AND THE RELATED CONSENT AND LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE OFFER AND THE SOLICITATION.
 
1.TERMS OF THE OFFER AND THE SOLICITATION.
 
  Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension
or amendment) set forth herein and in the accompanying Consent and Letter of
Transmittal, the Company is offering to purchase for cash all of its
outstanding Notes at a price equal to (i) the present value on the Payment
Date (as defined herein) of $1,061.25 per $1,000 principal amount of Notes
(the amount payable on July 15, 1998, which is the first date on which the
Notes are redeemable (the "Earliest Redemption Date")), determined on the
basis of a yield (the "Tender Offer Yield") to the Earliest Redemption Date
equal to the sum of (x) the yield on the 8 1/4% U.S. Treasury Note due July
15, 1998 (the "Reference Security"), as calculated by the Dealer Manager in
accordance with standard market practice, based on the bid price for such
Reference Security as of 2:00 p.m., New York City Time, on June 18, 1997, the
tenth (10th) business day immediately preceding the scheduled Tender Offer
Expiration Date (the "Price Determination Date"), as displayed on the
Bloomberg Government Pricing Monitor on "Page PX4" (the "Bloomberg Page") (or,
if any relevant price is not available on a timely basis on the Bloomberg Page
or is manifestly erroneous, such other recognized quotation source as the
Dealer Manager shall select in its sole discretion) plus (y) 75 basis points,
the fixed spread (the "Fixed Spread") (such price being rounded to the nearest
cent per $1,000 principal amount of Notes), minus (ii) $10.00 per $1,000
principal amount of Notes, which is equal to the Consent Payment referred to
below (such amount, the "Tender Offer Consideration"), plus accrued and unpaid
interest to, but not including, the Payment Date (as defined herein). In the
event the Offer is extended for any period of time longer than ten (10)
business days from the previously scheduled Tender Offer Expiration Date, a
new Price Determination Date will be established. Payment of the Total
Consideration (i.e., the Tender Offer Consideration plus the Consent Payment)
or the Tender Offer Consideration, as applicable, for Notes validly tendered
and accepted for payment shall be made promptly following the Tender Offer
Expiration Date (the "Payment Date").
 
  Although the Tender Offer Yield on the applicable Reference Security on the
Price Determination Date will be determined only from the source noted above,
information regarding the closing yield for the Reference Security may also be
found in The Wall Street Journal. The yield on the Reference Security for the
Notes as of 2:00 p.m., New York City time, on June 4, 1997 was 5.88%.
Accordingly, if such yield was determined to be the yield on the Reference
Security at the Price Determination Date, and July 3, 1997 was the Payment
Date for the Notes, the Tender Offer Yield, the Tender Offer Consideration and
the Total Consideration per $1,000 principal amount of Notes would be 6.63%,
$1,102.44 and $1,112.44, respectively. A hypothetical illustration of the
calculation of the Tender Offer Consideration and the Total Consideration for
the Notes demonstrating the application of the assumptions and methodologies
to be used in pricing the Offer is set forth in Schedule II hereto.
 
  If at any time following a Price Determination Date, the Company extends the
Offer for any period of not more than ten (10) business days, the Total
Consideration and the Tender Offer Consideration, as applicable, for each Note
tendered pursuant to the Offer on or prior to the Consent Expiration Date or
the Tender Offer Expiration Date, as applicable, shall remain the Total
Consideration or Tender Offer Consideration, as applicable, as determined on
such Price Determination Date. If, however, the Company extends the Offer for
any period longer than ten (10) business days from the previously scheduled
Tender Offer Expiration Date based upon which such Price Determination Date
has been established, a new Price Determination Date shall be established
(such new Price Determination Date to be the tenth (10th) business day
immediately preceding the Tender Offer Expiration Date as so extended) and the
Total Consideration and the Tender Offer Consideration for each Note tendered
pursuant to the Offer on or prior to the Consent Expiration Date or the Tender
Offer Expiration Date, as applicable, shall be calculated based on the Tender
Offer Yield as of such new Price Determination Date. In
 
                                       6
<PAGE>
 
either case, a Holder who tenders Notes after the Consent Expiration Date will
be entitled to receive, if Notes are accepted for payment pursuant to the
Offer, only the Tender Offer Consideration for the Notes so tendered.
 
  Promptly after the Price Determination Date, but in any event before 9:00
a.m., New York City time, on the following business day, the Company will
publicly announce the pricing information referred to above by press release
to the Dow Jones News Service.
 
  Prior to 2:00 p.m., New York City time, on the Price Determination Date,
holders may obtain hypothetical quotes of the yield on the Reference Security
(calculated as of a then recent time) and the resulting hypothetical Tender
Offer Consideration and the Total Consideration by contacting the Dealer
Manager at its telephone numbers set forth on the back cover of this
Statement. After such time on the Price Determination Date, holders may
ascertain the actual yield on the Reference Security as of the Price
Determination Date and the resulting actual Tender Offer Consideration and
Total Consideration by contacting the Dealer Manager at its telephone numbers
set forth on the back cover of this Statement.
 
  Because the Tender Offer Consideration and the Total Consideration prior to
the Price Determination Date are based on a fixed spread pricing formula that
is linked to the yield on a Reference Security, the actual amount of cash that
will be received by a tendering Holder pursuant to the Offer will be affected
by changes in such yield during the term of the Offer prior to such Price
Determination Date. After the Price Determination Date when the Tender Offer
Consideration and the Total Consideration are no longer linked to the
Reference Security, the actual amount of cash that will be received by a
tendering Holder pursuant to the Offer will be known and holders will be able
to ascertain the Tender Offer Consideration and the Total Consideration in the
manner described above, unless the Offer is extended for a period longer than
ten (10) business days.
 
  Upon the terms and subject to the conditions of the Solicitation (including,
if the Solicitation is extended or amended, the terms and conditions of any
such extension or amendment), the Company also is soliciting Consents to the
Proposed Amendments to the Indenture from Holders, and is offering to pay to
each Holder who consents to the Proposed Amendments on or prior to the Consent
Expiration Date, a Consent Payment in cash in respect of Notes for which
Consents have been validly delivered and not validly revoked on or prior to
the Consent Expiration Date, with such payment to be made promptly following
the Tender Offer Expiration Date if, but only if, the Notes are accepted for
payment pursuant to the terms of the Offer. Holders who desire to tender their
Notes pursuant to the Offer and to receive the Total Consideration are
required to validly tender such Notes and consent to the Proposed Amendments
on or prior to the Consent Expiration Date. The completion, execution and
delivery of the Consent and Letter of Transmittal by a Holder in connection
with the tender of Notes will constitute the Consent of the tendering Holder
to the Proposed Amendments with respect to such Notes. If a Holder's Notes are
not properly tendered pursuant to the Offer on or prior to the Consent
Expiration Date, such Holder will not receive the Consent Payment, even though
the Proposed Amendments will be effective as to all Notes that are not
purchased in the Offer. The Company is not soliciting and will not accept
Consents to the Proposed Amendments from Holders who are not also tendering
their Notes pursuant to the Offer.
 
  If the Notes are accepted for payment pursuant to the Offer, Holders who
validly tender Notes pursuant to the Offer on or prior to the Consent
Expiration Date and do not withdraw such tender or revoke such Consent on or
prior to the Consent Expiration Date will receive the Total Consideration,
which is equal to the Tender Offer Consideration plus the Consent Payment.
Holders who validly tender Notes and deliver Consents pursuant to the Offer on
or prior to the Consent Expiration Date may not thereafter revoke such Consent
after the Consent Expiration Date. Holders who validly tender their Notes
after the Consent Expiration Date will receive only the Tender Offer
Consideration and not the Consent Payment.
 
  Holders may not deliver Consents without tendering their Notes in the Offer,
and may not revoke Consents on or prior to the Consent Expiration Date without
withdrawing the previously tendered Notes to which such Consent relates.
Holders may not withdraw previously tendered Notes on or prior to the Consent
Expiration Date without revoking the previously delivered Consents to which
such tender relates. Consents may not be revoked
 
                                       7
<PAGE>
 
after the Consent Expiration Date. Tenders of Notes may be withdrawn at any
time prior to the Tender Offer Expiration Date.
 
  All Notes validly tendered in accordance with the procedures set forth under
Item 7, "Procedures for Tendering Notes and Delivering Consents," and not
withdrawn in accordance with the procedures set forth under Item 8,
"Withdrawal of Tenders and Revocation of Consents," on or prior to the Tender
Offer Expiration Date will, upon the terms and subject to the conditions
hereof, including satisfaction of the Supplemental Indenture Condition, the
Bank Condition, the Financing Condition and the General Conditions, be
accepted for payment by the Company, and payments will be made therefor,
promptly after the Tender Offer Expiration Date on the Payment Date.
 
  The Company and the Trustee intend to execute the Supplemental Indenture
promptly after the Consent Expiration Date, but the elimination of the
covenants set forth in the Supplemental Indenture will not become operative
unless and until the Notes are accepted for purchase by the Company pursuant
to the Offer, which is expected to occur promptly after the later of (a) the
Tender Offer Expiration Date or (b) subject to Rule 14e-1 under the Exchange
Act, as amended (the "Exchange Act"), the satisfaction or waiver of the
conditions to the Offer described herein. If the Offer is terminated or
withdrawn, or the Notes are not accepted for payment, the Supplemental
Indenture will not become operative, and no Tender Offer Consideration,
Consent Payment or Total Consideration will be paid or payable. If any
tendered Notes are not purchased pursuant to the Offer for any reason, or
certificates are submitted evidencing more Notes than are tendered, such Notes
not purchased will be returned, without expense, to the tendering Holder (or,
in the case of Notes tendered by book-entry transfer, such Notes will be
credited to the account maintained at DTC from which such Notes were
delivered) unless otherwise requested by such Holder under "Special Delivery
Instructions" in the Consent and Letter of Transmittal, promptly following the
Tender Offer Expiration Date or termination of the Offer.
 
  IF THE REQUISITE CONSENTS ARE RECEIVED AND THE SUPPLEMENTAL INDENTURE HAS
BECOME OPERATIVE, THE PROPOSED AMENDMENTS WILL BE BINDING ON ALL NON-TENDERING
HOLDERS OF NOTES. ACCORDINGLY, CONSUMMATION OF THE OFFER AND THE ADOPTION OF
THE PROPOSED AMENDMENTS MAY HAVE ADVERSE CONSEQUENCES FOR HOLDERS WHO ELECT
NOT TO TENDER IN THE OFFER. SEE ITEM 2, "CERTAIN SIGNIFICANT CONSIDERATIONS."
 
  The Company's obligation to accept, and pay for, Notes validly tendered
pursuant to the Offer is conditioned upon satisfaction of (a) the Supplemental
Indenture Condition, (b) the Bank Condition, (c) the Financing Condition and
(d) the General Conditions. Consent Payments to Holders who have validly
consented to (and not revoked) the Proposed Amendments on or prior to the
Consent Expiration Date are conditioned upon the Company's acceptance of Notes
for purchase pursuant to the Offer. Subject to applicable securities laws and
the terms and conditions set forth in this Statement, the Company reserves the
right, on or prior to the Tender Offer Expiration Date, (i) to waive any and
all conditions to the Offer or the Solicitation, (ii) to extend or terminate
the Offer or the Solicitation or (iii) to otherwise amend the Offer or the
Solicitation in any respect. See Item 9, "Conditions to the Offer." The rights
reserved by the Company in this paragraph are in addition to the Company's
rights to terminate the Offer described under Item 9, "Conditions to the
Offer." Any extension, amendment or termination will be followed promptly by
public announcement thereof, the announcement in the case of an extension of
the Offer to be issued no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Tender Offer Expiration Date.
Without limiting the manner in which any public announcement may be made, the
Company shall have no obligation to publish, advertise or otherwise
communicate any such public announcement other than by issuing a release to
the Dow Jones News Service.
 
  If the Company extends the Offer, or if, for any reason, the acceptance for
payment of, or the payment for, Notes is delayed or if the Company is unable
to accept for payment or pay for Notes pursuant to the Offer, then, without
prejudice to the Company's rights under the Offer, the Depositary may retain
tendered Notes on behalf of the Company, and such Notes may not be withdrawn
except to the extent tendering Holders are entitled to withdrawal rights as
described in Item 8, "Withdrawal of Tenders and Revocation of Consents."
However, the ability of the Company to delay the payment for Notes which the
Company has accepted for payment is limited by Rule 14e-1(c) under the
Exchange Act, which requires that a bidder pay the consideration offered or
return
 
                                       8
<PAGE>
 
the securities deposited by or on behalf of holders of securities promptly
after the termination or withdrawal of a tender offer.
 
  If the Company makes a material change in the terms of the Offer or the
Solicitation or the information concerning the Offer or the Solicitation, the
Company will disseminate additional offering materials and extend such Offer
or, if applicable, the Solicitation, to the extent required by law. If the
Solicitation is amended on or prior to the Consent Expiration Date in a manner
determined by the Company to constitute a material adverse change to the
Holders of the Notes, the Company promptly will disclose such amendment and,
if necessary, extend the Solicitation for a period deemed by the Company to be
adequate to permit Holders of the Notes to withdraw their Notes and revoke
their Consents. In addition, if the consideration to be paid in the Offer is
increased or decreased or the principal amount of Notes subject to the Offer
is decreased, the Offer will remain open at least 10 business days from the
date the Company first gives notice to Holders, by public announcement or
otherwise, of such increase or decrease. See Item 8, "Withdrawal of Tenders
and Revocation of Consents."
 
2.CERTAIN SIGNIFICANT CONSIDERATIONS.
 
  The following considerations, in addition to the other information described
elsewhere in this Statement, should be carefully considered by each Holder
before deciding whether to participate in the Offer and the Solicitation.
 
  Effects of the Proposed Amendments. If the Proposed Amendments become
effective, Holders of Notes that are not tendered and purchased pursuant to
the Offer will no longer be entitled to the benefits of substantially all of
the covenants contained in the Indenture which will be eliminated by the
Proposed Amendments. The Indenture, as amended with respect to the Notes, will
continue to govern the terms of all Notes that remain outstanding after the
consummation of the Offer. The elimination of these covenants and other
provisions would permit the Company to take certain actions previously
prohibited that could increase the credit risks with respect to the Company,
adversely affect the market price and credit rating of the remaining Notes or
otherwise be materially adverse to the interests of Holders, which would
otherwise not have been permitted pursuant to the Indenture. See Item 5,
"Proposed Amendments."
 
  Limited Trading Market. The Notes were issued in 1994 and are not listed on
any national or regional securities exchange. To the Company's knowledge, the
Notes are traded infrequently in transactions arranged through brokers.
Quotations for securities that are not widely traded, such as the Notes, may
differ from actual trading prices and should be viewed as approximations.
Holders are urged to contact their brokers with respect to current information
regarding the Notes. To the extent that Notes are tendered and accepted in the
Offer, any existing trading market for the remaining Notes may become more
limited. A debt security with a smaller outstanding principal amount available
for trading (a smaller "float") may command a lower price than would a
comparable debt security with a greater float. The reduced float may also make
the trading price of the Notes that are not tendered and accepted for payment
more volatile. Consequently, the liquidity, market value and price volatility
of Notes which remain outstanding may be adversely affected. Holders of
unpurchased Notes may attempt to obtain quotations for the Notes from their
brokers; however, there can be no assurance that any trading market will exist
for the Notes following consummation of the Offer. The extent of the public
market for the Notes following consummation of the Offer will depend upon the
number of Holders remaining at such time, the interest in maintaining a market
in such Notes on the part of securities firms and other factors.
 
3.PURPOSE OF THE OFFER AND THE SOLICITATION.
 
  The purpose of the Offer, which is conditioned upon, among other things, the
satisfaction of the Supplemental Indenture Condition, the Bank Condition, the
Financing Condition and the General Conditions, is to reduce the Company's
aggregate amount of outstanding senior indebtedness. The purpose of the
Solicitation and the Proposed Amendments is to eliminate substantially all of
the covenants contained in the Indenture, and, together with the Offer, to
enhance the operating and financial flexibility of the Company. If the
Requisite
 
                                       9
<PAGE>
 
Consents are not obtained with respect to the Notes, the covenants currently
contained in the Indenture will continue to be in effect.
 
  The Company expressly reserves the absolute right, in its sole discretion,
from time to time to purchase any Notes after the Tender Offer Expiration
Date, through open market or privately negotiated transactions, one or more
additional tender or exchange offers or otherwise on terms that may differ
materially from the terms of the Offer.
 
4.CERTAIN INFORMATION CONCERNING THE COMPANY AND THE NOTES.
 
  The Company. The Company is a leading worldwide manufacturer and marketer of
a broad range of nonwoven and woven polyolefin products. The Company's
principal lines of business include industrial and specialty products and
disposable wiping, medical and hygiene products. The Company believes that it
is the fourth largest producer of nonwovens in the world and that it employs
the most extensive range of nonwoven technologies of any nonwovens producer.
The Company operates thirteen manufacturing facilities located in five
countries and is currently the only nonwovens producer that utilizes all of
the established nonwoven process technologies. The Company also believes that
it is the largest producer of woven polyethylene fabrics in North America.
 
  The Company supplies nonwovens to a number of the largest consumer products
manufacturers in the world and specifically targets market niches with high
value-added products for these customers. The Company has a global presence
with an established customer base in the three major developed markets of
North America, Europe and Japan, as well as developing markets such as Latin
America. The Company's products are sold principally to converters that
manufacture a wide range of end-use products, such as hospital surgical gowns
and drapes, wound care sponges, multi-use wiping cloths and towels, flexible
industrial packaging, filtration media, battery separators, diapers, feminine
hygiene products and automotive insulation products. The Company supplies
nonwovens to customers such as Johnson & Johnson for medical and hygiene
products, Procter & Gamble for Pampers(R) and Luvs(R) diapers, Confab for
hygiene products, and Paragon Trade Brands for private label diapers.
 
  Management has built the Company through a series of strategic business
acquisitions that have broadened the Company's technology base and increased
its product lines. The Company's strategic acquisitions have helped it to
establish strong positions in both the nonwoven and woven polyolefin fabric
markets. Synergies realized through these acquisitions have enabled the
Company to better meet the needs of existing customers, to reach emerging
geographic markets and to exploit niche market opportunities through customer-
interactive specialty product development. On May 9, 1996, the Company was
restructured and recapitalized, and consummated its initial public offering of
11.5 million shares of common stock. The Company's common stock is traded on
the New York Stock Exchange, Inc. under the trading symbol "PGH." The
Company's corporate headquarters are located at 4838 Jenkins Avenue, North
Charleston, South Carolina 29405.
 
  The Notes. The Notes were issued by the Company in 1994 in the aggregate
principal amount of $150,000,000, of which $100,000,000 remain outstanding as
of the date of this Offer. The Notes, which are unsecured senior obligations
of the Company and mature on July 15, 2002, were issued under the Indenture.
Pursuant to the Indenture, the Notes may be redeemed on or after July 15, 1998
at a price equal to 106.125% of the principal amount outstanding, and at
lesser prices in each succeeding year from that date. A copy of the Indenture
(including the related Supplemental Indentures) was filed as an exhibit to the
Company's registration statement on Form S-1 (Reg. No. 333-2424), or
incorporated by reference therein from other public filings, as appropriate,
and in a Form 8-K filed on August 14, 1996.
 
5.PROPOSED AMENDMENTS.
 
  This section sets forth a brief description of the Proposed Amendments to
the Indenture for which Consents are being sought pursuant to the
Solicitation. The summaries of provisions of the Indenture set forth below are
qualified in their entirety by reference to the full and complete terms
contained in the Indenture. Capitalized
 
                                      10
<PAGE>
 
terms appearing below but not defined in this Statement have the meanings
assigned to such terms in the Indenture.
 
  Deletion of Covenants in the Indenture. The Proposed Amendments would delete
in their entirety the following covenants and references thereto from the
Indenture as well as the events of default related to such covenants:
 
SECTION 1011 .  Limitation on Indebtedness. This provision currently restricts
                the ability of the Company and its Restricted Subsidiaries to
                incur certain Indebtedness.
 
SECTION 1012 .  Limitation on Restricted Payments. This provision currently
                restricts the ability of the Company or any Restricted
                Subsidiary of the Company to make certain Restricted Payments,
                including (i) dividends or distributions in respect of any
                shares of Capital Stock of the Company or of any Restricted
                Subsidiary, (ii) purchases, redemptions, other acquisitions or
                retirements of Capital Stock of the Company, any Restricted
                Subsidiary or any Affiliate (other than a Wholly Owned
                Restricted Subsidiary), including options, warrants or other
                rights to acquire such Capital Stock, held by persons other
                than the Company or any Wholly Owned Restricted Subsidiary,
                (iii) voluntary or optional principal payments, repurchases,
                redemptions, defeasance, retirements or other acquisitions of
                any subordinated indebtedness of the Company or of any
                governmental indebtedness of Fabrene or (iv) Investments in
                any Person (other than the Permitted Investments).
 
SECTION 1013 .  Limitation on Transactions with Affiliates. This provision
                currently restricts the ability of the Company and its
                Subsidiaries to engage in certain transactions with
                Affiliates.
 
SECTION 1014 .  Limitation on Certain Subordinated Indebtedness. This
                provision restricts the ability of the Company or any
                Guarantor to incur certain subordinated indebtedness.
 
SECTION 1015 .  Limitation on Liens. This provision currently restricts the
                ability of the Company and its Restricted Subsidiaries to
                create, incur, affirm or suffer to exist any Lien upon any of
                its property or assets without taking certain actions.
 
SECTION 1018 .  Limitation on Restricted Subsidiary Capital Stock. This
                provision currently restricts the Company from permitting (i)
                any Restricted Subsidiary of the Company directly to issue any
                Capital Stock except to the Company or a Wholly Owned
                Restricted Subsidiary or in certain situations where such
                Capital Stock is issued prior to the issuer's becoming or
                merging with a Restricted Subsidiary, or (ii) Preferred Stock
                of any Restricted Subsidiary to remain outstanding.
 
SECTION 1019 . Limitation on Dividends and Other Payment Restrictions
                Affecting Restricted Subsidiaries. This provision currently
                restricts the Company and its Restricted Subsidiaries from
                permitting to exist certain encumbrances or restrictions on
                the ability of any Restricted Subsidiary of the Company to (i)
                pay dividends or make any other distributions on its Capital
                Stock, (ii) pay any Indebtedness owed to the Company or a
                Restricted Subsidiary of the Company, (iii) make any
                investment in the Company or a Restricted Subsidiary of the
                Company or (iv) transfer any of its properties or assets to
                the Company or any Restricted Subsidiary, except in certain
                circumstances.
 
  Deletion of Definitions. The Proposed Amendments would delete definitions
from the Indenture when all references to such definitions would be eliminated
as a result of the foregoing.
 
  The Proposed Amendments with respect to the Indenture constitute a single
proposal and a consenting Holder must consent to the Proposed Amendments as an
entirety and may not consent selectively with respect to certain of the
Proposed Amendments.
 
 
                                      11
<PAGE>
 
  The Supplemental Indenture relating to the Indenture will be executed by the
Company and the Trustee at or promptly after the Consent Expiration Date, but
the modification or elimination of the covenants set forth in the Supplemental
Indenture will not become operative unless and until the Notes are accepted
for purchase by the Company pursuant to the Offer, which is expected to occur
promptly after the Tender Offer Expiration Date. If the Requisite Consents are
not obtained with respect to the Notes on or prior to the Consent Expiration
Date, no Supplemental Indenture relating to the Indenture will be executed or
become operative.
 
  IF THE PROPOSED AMENDMENTS ARE ADOPTED AND THE OFFER IS CONSUMMATED, NOTES
THAT ARE NOT TENDERED, OR THAT ARE NOT ACCEPTED FOR PURCHASE PURSUANT TO THE
OFFER, WILL REMAIN OUTSTANDING, BUT WILL BE SUBJECT TO THE TERMS OF THE
INDENTURE AS MODIFIED BY THE SUPPLEMENTAL INDENTURE.
 
  Pursuant to the terms of the Indenture, the Proposed Amendments to the
Indenture require the written consent of the Holders of not less than a
majority in aggregate principal amount of the then outstanding Notes issued
pursuant to the Indenture, excluding for such purposes any Notes owned at the
time by the Company or any of its affiliates (the "Requisite Consents").
 
  The valid tender by a Holder of Notes pursuant to the Offer on or prior to
the Consent Expiration Date will be deemed to constitute the giving of a
Consent by such Holder to the Proposed Amendments with respect to such Notes.
The Company is not soliciting and will not accept Consents from Holders who
are not tendering their Notes pursuant to the Offer.
 
6.ACCEPTANCE FOR PAYMENT AND PAYMENT FOR NOTES; ACCEPTANCE OF CONSENTS.
 
  Upon the terms and subject to the conditions of the Offer (including if the
Offer is extended or amended, the terms and conditions of any such extension
or amendment) and applicable law, the Company will purchase, by accepting for
payment, and will pay for, all Notes validly tendered (and not withdrawn)
pursuant to the Offer on or prior to the Tender Offer Expiration Date, such
payment to be made by the deposit of the Tender Offer Consideration and
Consent Payment, as applicable, in immediately available funds by the Company
on the Payment Date with the Depositary. The Depositary will act as agent for
tendering Holders for the purpose of receiving payment from the Company and
transmitting such payment to tendering Holders. Under no circumstances will
interest on the Tender Offer Consideration and the Consent Payment, as
applicable, be paid by the Company by reason of any delay on behalf of the
Depositary in making such payment.
 
  The Company expressly reserves the right, in its sole discretion and subject
to Rule 14e-1(c) under the Exchange Act, to delay acceptance for payment of or
payment for Notes in order to comply, in whole or in part, with any applicable
law. See Item 9, "Conditions to the Offer." In all cases, payment by the
Depositary to Holders of the Tender Offer Consideration for Notes accepted for
purchase pursuant to the Offer or Consent Payments for Consents delivered on
or prior to the Consent Expiration Date will be made only after timely receipt
by the Depositary of (i) certificates representing such Notes or timely
confirmation of a book-entry transfer of such Notes into the Depositary's
account at DTC pursuant to the procedures set forth under Item 7, "Procedures
for Tendering Notes and Delivering Consents," (ii) a properly completed and
duly executed Consent and Letter of Transmittal (or manually signed facsimile
thereof) and (iii) any other documents required by the Consent and Letter of
Transmittal, as applicable.
 
  For purposes of the Offer, validly tendered Notes (or defectively tendered
Notes for which the Company has waived such defect) will be deemed to have
been accepted for payment by the Company if, as and when the Company gives
oral or written notice thereof to the Depositary. For purposes of the
Solicitation, Consents delivered to the Depositary will be deemed to have been
accepted by the Company if, as and when (a) the Company and the Trustee
execute the Supplemental Indenture promptly after the Consent Expiration Date,
and (b) the Company has accepted the Notes for purchase pursuant to the Offer.
 
  If any tendered Notes are not purchased pursuant to the Offer for any
reason, or certificates are submitted evidencing more Notes than are tendered,
such Notes not purchased will be returned, without expense, to the
 
                                      12
<PAGE>
 
tendering Holder (or, in the case of Notes tendered by book-entry transfer,
such Notes will be credited to the account maintained at DTC from which such
Notes were delivered) unless otherwise requested by such Holder under "Special
Delivery Instructions" in the Consent and Letter of Transmittal, promptly
following the Tender Offer Expiration Date or termination of the Offer.
 
  The Company reserves the right to transfer or assign, in whole at any time
or in part from time to time, to one or more of its affiliates, the right to
purchase Notes tendered pursuant to the Offer, but any such transfer or
assignment will not relieve the Company of its obligations under the Offer or
prejudice the rights of tendering Holders to receive the Tender Offer
Consideration or Consent Payments, as applicable, pursuant to the Offer and
Solicitation.
 
  It is a condition precedent to the Company's obligation to purchase Notes
pursuant to the Offer that, among other conditions, the Supplemental Indenture
relating to the Indenture will have been executed. It is a condition
subsequent to the effectiveness of the Proposed Amendments contained in the
Supplemental Indenture that the Company accept for payment all Notes validly
tendered (and not withdrawn) pursuant to the Offer (in which event, the
Company will be obligated to promptly pay the Tender Offer Consideration or
the Total Consideration, as applicable, for the Notes so accepted). See Item
9, "Conditions to the Offer."
 
7.PROCEDURES FOR TENDERING NOTES AND DELIVERING CONSENTS.
 
  HOLDERS WILL NOT BE ENTITLED TO RECEIVE THE TOTAL CONSIDERATION UNLESS THEY
BOTH TENDER THEIR NOTES PURSUANT TO THE OFFER AND DELIVER CONSENTS TO THE
PROPOSED AMENDMENTS WITH RESPECT TO SUCH NOTES ON OR PRIOR TO THE CONSENT
EXPIRATION DATE. THE TENDER OF NOTES PURSUANT TO THE OFFER AND IN ACCORDANCE
WITH THE PROCEDURES DESCRIBED BELOW WILL CONSTITUTE (I) A TENDER OF THE NOTES
AND (II) THE DELIVERY OF A CONSENT BY SUCH HOLDER WITH RESPECT TO SUCH NOTES
(IF SUCH TENDER IS ON OR PRIOR TO THE CONSENT EXPIRATION DATE). ON OR PRIOR TO
THE CONSENT EXPIRATION DATE, THE COMPANY IS NOT SOLICITING AND WILL NOT ACCEPT
CONSENTS TO THE PROPOSED AMENDMENTS FROM HOLDERS WHO ARE NOT TENDERING THEIR
NOTES PURSUANT TO THE OFFER. HOLDERS WHO TENDER AFTER THE CONSENT EXPIRATION
DATE WILL RECEIVE ONLY THE TENDER OFFER CONSIDERATION.
 
  THE METHOD OF DELIVERY OF NOTES AND CONSENTS AND LETTERS OF TRANSMITTAL, ANY
REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING
DELIVERY THROUGH DTC AND ANY ACCEPTANCE OF AN AGENT'S MESSAGE TRANSMITTED
THROUGH ATOP, IS AT THE ELECTION AND RISK OF THE PERSON TENDERING NOTES AND
DELIVERING CONSENTS AND LETTERS OF TRANSMITTAL AND, EXCEPT AS OTHERWISE
PROVIDED IN THE CONSENT AND LETTER OF TRANSMITTAL, DELIVERY WILL BE DEEMED
MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, IT
IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, AND THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE
CONSENT EXPIRATION DATE OR TENDER OFFER EXPIRATION DATE, AS APPLICABLE, TO
PERMIT DELIVERY TO THE DEPOSITARY ON OR PRIOR TO SUCH DATE.
 
  Tender of and Consent for Notes. The tender by a Holder of Notes and
delivery of Consents (and subsequent acceptance of such tender by the Company)
pursuant to one of the procedures set forth below will constitute a binding
agreement between such Holder and the Company in accordance with the terms and
subject to the conditions set forth herein and in the Consent and Letter of
Transmittal.
 
  Only registered Holders are authorized to tender their Notes and deliver
their Consent to the Proposed Amendments. The procedures by which Notes may be
tendered and Consents given by beneficial owners who are not registered
Holders will depend upon the manner in which the Notes are held.
 
  Tender of Notes Held in Physical Form. To effectively tender Notes held in
physical form (and deliver the related Consents), a properly completed Consent
and Letter of Transmittal (or a manually signed facsimile thereof) duly
executed by the Holder thereof, and any other documents required by the
Consent and Letter of Transmittal, must be received by the Depositary at its
address set forth on the back cover of this Statement on or prior to the
Consent Expiration Date or the Tender Offer Expiration Date, as applicable. A
tender of Notes may also be effected through the deposit of Notes with DTC and
making book-entry delivery as described below;
 
                                      13
<PAGE>
 
however, a completed and executed Consent and Letter of Transmittal is still
required to effectuate the valid delivery of related Consents with respect to
such Notes. After the Consent Expiration Date, a tendering Holder may comply
with the guaranteed delivery procedure set forth below if, such Holder is
unable to tender Notes on or prior to the Tender Offer Expiration Date. The
guaranteed delivery procedure set forth below may not be used to tender Notes
or deliver Consents on or prior to the Consent Expiration Date. In order to
receive both the Consent Payment and the Tender Offer Consideration, the Notes
and the Consent and Letter of Transmittal must be received by the Depositary
on or prior to the Consent Expiration Date. Consents and Letters of
Transmittal and Notes should be sent only to the Depositary and should not be
sent to the Company, the Information Agent, the Dealer Manager or the Trustee.
 
  Tender of Notes Held Through DTC. To effectively tender Notes (and deliver
the related Consents) that are held through DTC, DTC participants should
either (i) properly complete and duly execute the Consent and Letter of
Transmittal (or a manually signed facsimile thereof), together with any other
documents required by the Consent and Letter of Transmittal, and mail or
deliver the Consent and Letter of Transmittal and such other documents to the
Depositary, or (ii) electronically transmit their acceptance through ATOP (and
thereby tender Notes), for which the transaction will be eligible, followed by
a properly completed and duly executed Consent and Letter of Transmittal
delivered to the Depositary to effectuate the delivery of the related Consent.
Upon receipt of such Holder's acceptance through ATOP, DTC will edit and
verify the acceptance and send an Agent's Message (as defined below) to the
Depositary for its acceptance. Delivery of tendered Notes must be made to the
Depositary pursuant to the book-entry delivery procedures set forth below or
the tendering DTC participant must comply with the guaranteed delivery
procedures set forth below but such guaranteed delivery procedures may only be
used for tenders of Notes after the Consent Expiration Date.
 
  Except as provided below, unless the Notes being tendered are deposited with
the Depositary on or prior to the Consent Expiration Date or on or prior to
the Tender Offer Expiration Date, as the case may be (accompanied by a
properly completed and duly executed Consent and Letter of Transmittal or a
properly transmitted Agent's Message), the Company may, at its option, treat
such tender as defective for purposes of the right to receive the Total
Consideration or Tender Offer Consideration, as applicable. Payment for the
Notes will be made only against deposit of the tendered Notes and delivery of
any other required documents.
 
  Book-Entry Delivery Procedures. The Depositary will establish accounts with
respect to the Notes at DTC for purposes of the Offer within two business days
after the date of this Statement, and any financial institution that is a
participant in DTC may make book-entry delivery of the Notes by causing DTC to
transfer such Notes into the Depositary's account in accordance with DTC's
procedures for such transfer. However, although delivery of Notes may be
effected through book-entry transfer into the Depositary's account at DTC, the
Consent and Letter of Transmittal (or a manually signed facsimile thereof),
with any required signature guarantees or an Agent's Message (as defined
below) in connection with a book-entry transfer, and any other required
documents, must, in any case, be transmitted to and received by the Depositary
at one or more of its addresses set forth on the back cover of this Statement
on or prior to the Consent Expiration Date or the Tender Offer Expiration
Date, as the case may be, in connection with the tender of such Notes. Holders
tendering on or prior to the Consent Expiration Date must also consent to the
Proposed Amendments by completing, executing and timely delivering the Consent
and Letter of Transmittal (or a manually signed facsimile thereof) to the
Depositary. Holders tendering after the Consent Expiration Date but on or
prior to the Tender Offer Expiration Date may validly tender Notes by
complying with the guaranteed delivery procedure described below. Holders who
tender Notes after the Consent Expiration Date will only receive the Tender
Offer Consideration and will not be entitled to the Consent Payment. Delivery
of documents to DTC does not constitute delivery to the Depositary. The
confirmation of a book-entry transfer into the Depositary's account at DTC as
described above is referred to herein as a "Book-Entry Confirmation."
 
  The term "Agent's Message" means a message transmitted by DTC to, and
received by, the Depositary and forming a part of the Book-Entry Confirmation,
which states that DTC has received an express acknowledgment from each
participant in DTC tendering the Notes and that such participants have
received the Consent and Letter of Transmittal and agree to be bound by the
terms of the Consent and Letter of Transmittal and the Company may enforce
such agreement against such participants.
 
 
                                      14
<PAGE>
 
  In order to validly deliver a Consent with respect to Notes transferred
pursuant to ATOP, a DTC participant using ATOP must also properly complete and
duly execute the Consent and Letter of Transmittal and deliver it to the
Depositary. Pursuant to authority granted by DTC, any DTC participant which
has Notes credited to its DTC account at any time (and thereby held of record
by DTC's nominee) may directly provide a Consent to the Proposed Amendments as
though it were the registered Holder by so completing, executing and
delivering the Consent and Letter of Transmittal.
 
  Signature Guarantees. Signatures on all Consents and Letters of Transmittal
must be guaranteed by a recognized participant in the Securities Transfer
Agents Medallion Program, the New York Stock Exchange Medallion Signature
Program or the Stock Exchange Medallion Program (each a "Medallion Signature
Guarantor"), unless the Notes tendered and Consents delivered thereby are
tendered and delivered (i) by a registered Holder of Notes (or by a
participant in DTC whose name appears on a security position listing as the
owner of such Notes) who has not completed any of the boxes entitled "Special
Payment Instructions" or "Special Delivery Instructions" on the Consent and
Letter of Transmittal, or (ii) for the account of a member firm of a
registered national securities exchange, a member of the National Association
of Securities Dealers, Inc. ("NASD") or a commercial bank or trust company
having an office or correspondent in the United States (each of the foregoing
being referred to as an "Eligible Institution"). See Instruction 1 of the
Consent and Letter of Transmittal. If the Notes are registered in the name of
a person other than the signer of the Consent and Letter of Transmittal or if
Notes not accepted for payment or not tendered are to be returned to a person
other than the registered Holder, then the signature on the Consent and Letter
of Transmittal accompanying the tendered Notes must be Guaranteed by a
Medallion Signature Guarantor as described above. See Instructions 1 and 5 of
the Consent and Letter of Transmittal.
 
  Guaranteed Delivery. If a registered Holder desires to tender Notes pursuant
to the Offer after the Consent Expiration Date and (a) certificates
representing such Notes are not immediately available, (b) time will not
permit such Holder's Consent and Letter of Transmittal, certificates
representing such Notes and all other required documents to reach the
Depositary on or prior to the Tender Offer Expiration Date, or (c) the
procedures for book-entry transfer (including delivery of an Agent's Message)
cannot be completed on or prior to the Tender Offer Expiration Date, such
Holder may nevertheless tender such Notes with the effect that such tender
will be deemed to have been received on or prior to the Tender Offer
Expiration Date if all the following conditions are satisfied:
 
    (i) the tender is made by or through an Eligible Institution;
 
    (ii) a properly completed and duly executed Notice of Guaranteed
  Delivery, substantially in the form provided by the Company herewith, or an
  Agent's Message with respect to guaranteed delivery that is accepted by the
  Company, is received by the Depositary on or prior to the Tender Offer
  Expiration Date as provided below; and
 
    (iii) the certificates for the tendered Notes, in proper form for
  transfer (or a Book-Entry Confirmation of the transfer of such Notes into
  the Depositary's account at DTC as described above), together with a
  Consent and Letter of Transmittal (or manually signed facsimile thereof)
  properly completed and duly executed, with any signature guarantees and any
  other documents required by the Consent and Letter of Transmittal or a
  properly transmitted Agent's Message, are received by the Depositary within
  two business days after the date of execution of the Notice of Guaranteed
  Delivery.
 
  The Notice of Guaranteed Delivery may be sent by hand delivery, facsimile
transmission or mail to the Depositary and must include a guarantee by an
Eligible Institution in the form set forth in the Notice of Guaranteed
Delivery.
 
  UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID BY THE COMPANY BY REASON OF ANY
DELAY IN MAKING PAYMENT TO ANY PERSON USING THE GUARANTEED DELIVERY
PROCEDURES. THE TENDER OFFER CONSIDERATION FOR NOTES TENDERED PURSUANT TO THE
GUARANTEED DELIVERY PROCEDURES WILL BE THE SAME AS FOR NOTES DELIVERED TO THE
DEPOSITARY AFTER THE CONSENT EXPIRATION DATE AND ON OR PRIOR TO THE TENDER
OFFER EXPIRATION DATE, EVEN IF THE NOTES TO BE DELIVERED PURSUANT TO THE
GUARANTEED DELIVERY PROCEDURES ARE NOT SO DELIVERED TO
 
                                      15
<PAGE>
 
THE DEPOSITARY, AND THEREFORE PAYMENT BY THE DEPOSITARY ON ACCOUNT OF SUCH
NOTES IS NOT MADE, UNTIL AFTER THE PAYMENT DATE. HOLDERS SHOULD BE AWARE THAT,
ON OR PRIOR TO THE CONSENT EXPIRATION DATE, TENDERS OF NOTES AND THE RELATED
CONSENTS CANNOT BE DELIVERED USING THE GUARANTEED DELIVERY PROCESS AND THAT
USE OF THE GUARANTEED DELIVERY PROCESS COULD RESULT IN A TENDER OF NOTES AND
THE RELATED CONSENT BEING DEFECTIVE.
 
  Holders who tender Notes after the Consent Expiration Date will only receive
the Tender Offer Consideration and will not be entitled to the Consent
Payment. Notwithstanding any other provision hereof, payment of the Tender
Offer Consideration for Notes tendered and accepted for payment pursuant to
the Offer will, in all cases, be made only after receipt by the Depositary of
the tendered Notes (or Book-Entry Confirmation of the transfer of such Notes
into the Depositary's account at DTC as described above), and a Consent and
Letter of Transmittal (or manually signed facsimile thereof) with respect to
such Notes, properly completed and duly executed, with any signature
guarantees and any other documents required by the Consent and Letter of
Transmittal, or a properly transmitted Agent's Message.
 
  Backup U.S. Federal Income Tax Withholding. To prevent backup U.S. federal
income tax withholding, each tendering Holder of Notes must provide the
Depositary with such Holder's correct taxpayer identification number and
certify that such Holder is not subject to backup U.S. federal income tax
withholding by completing the Substitute Form W-9 included in the Consent and
Letter of Transmittal. See Item 10, "Certain U.S. Federal Income Tax
Consequences."
 
  Determination of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any tendered Notes
or delivery of Consents pursuant to any of the procedures described above will
be determined by the Company in the Company's sole discretion (whose
determination shall be final and binding). The Company expressly reserves the
absolute right, in its sole discretion, subject to applicable law, to reject
any or all tenders of any Notes or delivery of Consents determined by it not
to be in proper form or, in the case of Notes, if the acceptance for payment
of, or payment for, such Notes may, in the opinion of the Company's counsel,
be unlawful. The Company also reserves the absolute right, in its sole
discretion, subject to applicable law, to waive or amend any of the conditions
of the Offer or the Solicitation or to waive any defect or irregularity in any
tender with respect to Notes or delivery of Consents of any particular Holder,
whether or not similar defects or irregularities are waived in the case of
other Holders. The Company's interpretation of the terms and conditions of the
Offer and Solicitation (including the Consent and Letter of Transmittal and
the Instructions thereto) will be final and binding. Neither the Company, the
Depositary, the Dealer Manager, the Information Agent, the Trustee or any
other person will be under any duty to give notification of any defects or
irregularities in tenders or will incur any liability for failure to give any
such notification. If the Company waives its right to reject a defective
tender of Notes, the Holder will be entitled to the Tender Offer Consideration
and, if applicable, the Consent Payment.
 
8.WITHDRAWAL OF TENDERS AND REVOCATION OF CONSENTS.
 
  Tenders of Notes may be withdrawn at any time prior to the Tender Offer
Expiration Date. Consents may only be revoked at any time on or prior to the
Consent Expiration Date. A valid withdrawal of tendered Notes effected on or
prior to the Consent Expiration Date will constitute the concurrent valid
revocation of such Holder's related Consent. Consents may not be revoked after
the Consent Expiration Date except in the limited circumstances described
below. In order for a Holder to revoke a Consent, such Holder must withdraw
the related tendered Notes. Tenders of Notes may be validly withdrawn if the
Offer is terminated without any Notes being purchased thereunder. In the event
of a termination of the Offer, the Notes tendered pursuant to the Offer will
be promptly returned to the tendering Holder and the Supplemental Indenture
will not become operative. If the Solicitation is amended on or prior to the
Consent Expiration Date in a manner determined by the Company to constitute a
material adverse change to the Holders of the Notes, the Company promptly will
disclose such amendment and, if necessary, extend the Solicitation for such
Notes for a period deemed by the Company to be adequate to permit Holders of
the Notes to withdraw their Notes and revoke their Consents. In addition, if
the consideration to be paid in the Offer is increased or decreased or the
principal amount of Notes subject to the
 
                                      16
<PAGE>
 
Offer is decreased, the Offer will remain open at least 10 business days from
the date the Company first gives notice to Holders, by public announcement or
otherwise, of such increase or decrease.
 
  For a withdrawal of tendered Notes (and the concurrent revocation of the
related Consents, as the case may be) to be effective, a written or facsimile
transmission notice of withdrawal must be received by the Depositary on or
prior to the Tender Offer Expiration Date (or Consent Expiration Date, in the
case of a concurrent revocation of Consents) at its address set forth on the
back cover of this Statement. Any such notice of withdrawal must (i) specify
the name of the person who tendered the Notes to be withdrawn, (ii) contain
the description of the Notes to be withdrawn and identify the certificate
number or numbers shown on the particular certificates evidencing such Notes
(unless such Notes were tendered by book-entry transfer) and the aggregate
principal amount represented by such Notes, and (iii) be signed by the Holder
of such Notes in the same manner as the original signature on the Consent and
Letter of Transmittal by which such Notes were tendered (including any
required signature Guarantees), or be accompanied by (x) documents of transfer
sufficient to have the Trustee register the transfer of the Notes into the
name of the person withdrawing such Notes and (y) a properly completed
irrevocable proxy authorizing such person to effect such withdrawal on behalf
of such Holder. If the Notes to be withdrawn have been delivered or otherwise
identified to the Depositary, a signed notice of withdrawal is effective
immediately upon written or facsimile notice of such withdrawal even if
physical release is not yet effected.
 
  Any valid revocation of Consents will automatically render the prior tender
of the Notes to which such Consents relate defective and the Company will have
the right, which it may waive, to reject such tender as invalid. Any permitted
withdrawal of Notes and revocation of Consents may not be rescinded, and any
Notes properly withdrawn will thereafter be deemed not validly tendered and
any Consents revoked will be deemed not validly delivered for purposes of the
Offer; provided, however, that withdrawn Notes may be re-tendered and revoked
Consents may be re-delivered by again following one of the appropriate
procedures described herein at any time on or prior to the Consent Expiration
Date. After the Consent Expiration Date, Consents may not be revoked, except
in the limited circumstances described above.
 
  If the Company extends the Offer or is delayed in its acceptance for
purchase of Notes or is unable to purchase Notes pursuant to the Offer for any
reason, then, without prejudice to the Company's rights hereunder, tendered
Notes may be retained by the Depositary on behalf of the Company and may not
be withdrawn (subject to Rule 14e-1(c) under the Exchange Act, which requires
that an offeror pay the consideration offered or return the securities
deposited by or on behalf of the investor promptly after the termination or
withdrawal of a tender offer), except as otherwise provided in this section.
 
  ALL QUESTIONS AS TO THE VALIDITY, FORM AND ELIGIBILITY (INCLUDING TIME OF
RECEIPT) OF NOTICES OF WITHDRAWAL AND REVOCATION OF CONSENTS WILL BE
DETERMINED BY THE COMPANY, IN THE COMPANY'S SOLE DISCRETION (WHOSE
DETERMINATION SHALL BE FINAL AND BINDING). NEITHER THE COMPANY, THE
DEPOSITARY, THE DEALER MANAGER, THE INFORMATION AGENT, THE TRUSTEE OR ANY
OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE NOTIFICATION OF ANY DEFECTS OR
IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR REVOCATION OF CONSENTS, OR INCUR
ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTIFICATION.
 
9.CONDITIONS TO THE OFFER.
 
  Notwithstanding any other provisions of the Offer and the Solicitation and
in addition to (and not in limitation of) the Company's rights to extend
and/or amend the Offer and the Solicitation, the Company shall not be required
to accept for payment, purchase or pay for, and may delay the acceptance for
payment of, or payment for, any tendered Notes, in each event subject to Rule
14e-1(c) under the Exchange Act, and may terminate the Offer and the
Solicitation, if the Supplemental Indenture Condition, the Bank Condition, the
Financing Condition or the General Conditions shall not have been satisfied.
 
  The "Supplemental Indenture Condition" shall mean receipt of the Requisite
Consents with respect to the Proposed Amendments and the execution of the
Supplemental Indenture providing for the Proposed Amendments.
 
 
                                      17
<PAGE>
 
  The "Bank Condition" shall mean the reaching of an agreement by and among
the Company and the applicable banks (on terms and conditions satisfactory to
the Company in its sole discretion) as to the amendment and restatement of the
Credit Agreement (as defined below) (i) permitting borrowing under the Credit
Agreement of up to $325 million from time to time and (ii) allowing the
purchase of the Notes pursuant to the Offer, the payment of the Consent
Payments, and the amendment of the Indenture pursuant to the Solicitation.
Although the Company has already requested such amendment and restatement of
the Credit Agreement, there can be no assurances that the Bank Condition will
be satisfied on or prior to the Tender Offer Expiration Date. "Credit
Agreement" shall mean the Credit Agreement dated as of May 15, 1996, among the
Company, various financial institutions, Chase Bank, as Administrative Agent,
and Chemical Bank, as Operations Agent, as amended.
 
  The "Financing Condition" shall mean that, on the Tender Offer Expiration
Date, the Company shall have available to it (on terms and conditions
satisfactory to the Company in its sole discretion) all of the financing
necessary for payment of that portion of the anticipated aggregate
consideration payable for the Notes to be accepted and for the Consents duly
delivered, which will be provided through the consummation of a private
placement (the "Private Placement") and resale pursuant to Rule 144A
promulgated under the Securities Act of 1933, as amended, of at least $350
million principal amount of a new issue of Senior Subordinated Notes. Although
the Company believes, based on its current financial condition, that the
Financing Condition should be satisfied, there can be no assurances that the
Financing Condition will in fact be satisfied on the Tender Offer Expiration
Date.
 
  The "General Conditions" shall mean the conditions set forth below in
paragraphs (i) through (v). The General Conditions shall be deemed to have
been satisfied or waived unless any of the following conditions shall occur on
or prior to the Tender Offer Expiration Date.
 
    (i) There shall have been instituted, threatened or be pending any action
  or proceeding (or there shall have been any material adverse development in
  any action or proceeding currently instituted, threatened or pending)
  before or by any court, governmental, regulatory or administrative agency
  or instrumentality, or by any other person, in connection with the Offer or
  the Solicitation that is, or is reasonably likely to be, in the sole
  judgment of the Company, materially adverse to the business, operations,
  properties, condition (financial or otherwise), assets, liabilities or
  prospects of the Company and its subsidiaries, taken as a whole, or which
  would or might, in the sole judgment of the Company, prohibit, prevent,
  restrict or delay consummation of the Offer or the Solicitation;
 
    (ii) An order, statute, rule, regulation, executive order, stay, decree,
  judgment or injunction shall have been proposed, enacted, entered, issued,
  promulgated, enforced or deemed applicable by any court or governmental,
  regulatory or administrative agency or instrumentality that, in the sole
  judgment of the Company, would or might prohibit, prevent, restrict or
  delay consummation of the Offer or the Solicitation or that is, or is
  reasonably likely to be, in the sole judgment of the Company, materially
  adverse to the business, operations, properties, condition (financial or
  otherwise), assets, liabilities or prospects of the Company and its
  subsidiaries, taken as a whole;
 
    (iii) There shall have occurred or be likely to occur any event affecting
  the business or financial affairs of the Company that, in the sole judgment
  of the Company, would or might prohibit, prevent, restrict or delay
  consummation of the Offer or the Solicitation;
 
    (iv) The Trustee under the Indenture shall have objected in any respect
  to, or taken action that could, in the sole judgment of the Company,
  adversely affect the consummation of the Offer or the Solicitation or the
  Company's ability to cause the Proposed Amendments to become operative or
  shall have taken any action that challenges the validity or effectiveness
  of the Supplemental Indenture or the procedures used by the Company in
  soliciting the Consents (including the form thereof) or in the making of
  the Offer or the Solicitation or the acceptance of, or payment for, the
  Notes or the Consents; or
 
    (v) There shall have occurred (1) any general suspension of, shortening
  of hours for, or limitation on prices for, trading in securities in the
  United States securities or financial markets, (2) any significant adverse
  change in the price of the Notes or any publicly traded securities of the
  Company or any of its affiliates in the United States or other major
  European securities or financial markets, (3) a material
 
                                      18
<PAGE>
 
  impairment in the trading market for debt securities, (4) a declaration of
  a banking moratorium or any suspension of payments in respect of banks in
  the United States or other major financial markets, (5) any limitation
  (whether or not mandatory) by any government or governmental,
  administrative or regulatory authority or agency, domestic or foreign, or
  other event that, in the reasonable judgment of the Company, might affect
  the extension of credit by banks or other lending institutions, (6) a
  commencement of a war or armed hostilities or other national or
  international calamity directly or indirectly involving the United States
  or (7) in the case of any of the foregoing existing on the date hereof, a
  material acceleration or worsening thereof.
 
  The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company, in its sole discretion, regardless of the
circumstances giving rise to any such condition (including any action or
inaction by the Company) and may be waived by the Company, in whole or in
part, at any time and from time to time, in the sole discretion of the
Company, whether any other condition of the Offer and the Solicitation is also
waived. The failure by the Company at any time to exercise any of the
foregoing rights will not be deemed a waiver of any other right and each right
will be deemed an ongoing right which may be asserted at any time and from
time to time.
 
10.CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES.
 
  The following is a general summary of the principal United States federal
income tax consequences to a Holder of (i) the Offer and the Solicitation to
Holders of Notes and (ii) the retention of Notes and the adoption of the
Proposed Amendments. This summary is based upon current provisions of the
United States Internal Revenue Code of 1986, as amended (the "Code"),
applicable United States Treasury regulations promulgated thereunder, judicial
authority and current Internal Revenue Service ("IRS") rulings and practice,
all of which are subject to change, possibly on a retroactive basis. The tax
treatment of a Holder of Notes may vary depending upon such Holder's
particular situation, and certain Holders (including insurance companies, tax
exempt organizations, financial institutions, brokers, dealers, nonresident
aliens, foreign corporations, foreign partnerships or foreign estates or
trusts) might be subject to special rules not discussed below. This discussion
assumes that Notes are held as capital assets and is directed to Holders who
are United States persons. As used herein, a "Holder" means a beneficial owner
of a Note that is for United States federal income tax purposes (i) a citizen
or resident of the United States, (ii) a corporation, partnership or other
entity created or organized in or under the laws of the United States or of
any political subdivision thereof, (iii) an estate whose income is subject to
United States federal income tax regardless of its source, (iv) a trust if a
court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States fiduciaries have
the authority to control all substantial decisions of the trust, or (v) any
other person whose income or gain in respect of a Note is effectively
connected with the conduct of a United States trade or business. No
information is provided herein with respect to foreign, state or local tax
laws or estate and gift tax considerations. Each Holder is urged to consult
its own tax advisor regarding federal, state, local, foreign and any other tax
consequences of tendering the Notes pursuant to the Offer or retaining the
Notes, especially in light of the Holder's particular circumstances.
 
  This summary is based in part on certain recently finalized United States
Treasury regulations addressing the United States federal income tax treatment
of modifications of debt instruments (the "Regulations"). The Regulations are
effective for modifications occurring on or after September 24, 1996 and may
be relied upon for modifications occurring after December 2, 1992. Therefore,
the Regulations will apply to the Offer and the Solicitation. No assurances
can be given that the treatment described herein of the Proposed Amendments or
the cash payments pursuant to the Offer will be accepted by the IRS or, if
challenged, by a court.
 
  Sale of Notes Pursuant to the Offer. In general, a Holder who receives cash
in exchange for Notes pursuant to the Offer will recognize gain or loss for
United States federal income tax purposes equal to the difference between (i)
the amount of cash received (other than cash attributable to accrued interest,
which will be taxable as ordinary income) in exchange for such Notes, and (ii)
such Holder's adjusted tax basis in such Notes at the time of the sale. A
Holder's adjusted tax basis for Notes generally will be the price such Holder
paid for the
 
                                      19
<PAGE>
 
Notes increased by original issue discount which was previously included in
income by the Holder (including any original issue discount includible in the
taxable year of the sale prior to the sale) and by market discount to the
extent such market discount was previously included in income by the Holder
(including any market discount included in the taxable year of the sale prior
to the sale) and reduced (but not below zero) by amortized premium and any
payments received by the Holder other than interest payments.
 
  If the Consent Payment is treated as a separate fee for consenting to the
Proposed Amendments, it is possible that such amount would be taxable as
ordinary income to the Holder (rather than as sales proceeds, discussed
above).
 
  Any gain or loss recognized on a sale of a Note pursuant to the Offer should
be capital gain or loss and will be long-term capital gain or loss if the
Holder has held the Note for more than one year at the time of sale. A Holder
who has acquired a Note with market discount generally will be required to
treat a portion of any gain on a sale of the Note as ordinary income to the
extent of the market discount accrued to the date of the disposition, less any
accrued market discount previously reported as ordinary income.
 
  Retention of Notes; Adoption of Proposed Amendments. In the case of a Holder
who does not tender its Notes pursuant to the Offer, the adoption of the
Proposed Amendments should not cause a deemed exchange of the Notes under the
Regulations because the Proposed Amendments should not constitute a
significant modification to the terms of the Notes for federal income tax
purposes. Alternatively, even if the Proposed Amendments were to cause a
deemed exchange of the Notes for federal income tax purposes, a Holder who
does not tender its Notes pursuant to the Offer should not recognize gain or
loss on such deemed exchange since such deemed exchange should qualify as a
tax-free recapitalization; provided, however, that to the extent that such
Holder were deemed to receive new Notes with a principal amount in excess of
the principal amount of the Notes surrendered, gain would be recognized to the
extent of such excess. There can be no assurance, however, that the IRS will
not take a contrary view. If an exchange were deemed to have occurred and such
exchange did not qualify as a tax-free recapitalization, a Holder would
recognize gain or loss on such exchange and would have a new holding period
for the Notes. In the event that the adoption of the Proposed Amendments
causes a deemed exchange and the issue price of the new Notes is less than
their principal amount, the new Notes would generally have original issue
discount and a Holder of such new Note would generally be required to include
such original issue discount in income as it accrues (regardless of whether
such Holder is a cash or accrual basis taxpayer).
 
  Backup Withholding and Information Reporting. In general, information
reporting requirements will apply to the payment of the gross proceeds of the
Offer to the Holders of Notes. Federal income tax law requires that a Holder
whose tendered Notes are accepted for payment must provide the Depositary (as
payor) with such Holder's correct taxpayer identification number ("TIN")
which, in the case of a Holder who is an individual, is his or her social
security number, and certain other information, or otherwise establish a basis
for exemption from backup withholding. Exempt Holders (including, among
others, all corporations and certain foreign individuals) are not subject to
these backup withholding and information reporting requirements.
 
  If the Depositary is not provided with the correct TIN or an adequate basis
for exemption, the Holder may be subject to a penalty imposed by the IRS and
the gross proceeds of the Offer paid to the Holder may be subject to a 31%
backup withholding tax. If withholding results in an overpayment of taxes, a
refund or credit may be obtained, provided that the required information is
provided to the IRS.
 
  To prevent backup withholding, each tendering Holder must complete the
Substitute Form W-9 provided in the Consent and Letter of Transmittal and
either (i) provide the Holder's correct TIN and certain other information
under penalties of perjury or (ii) provide an adequate basis for exemption.
 
11.THE DEALER MANAGER, THE INFORMATION AGENT AND THE DEPOSITARY.
 
  Chase Securities Inc. has been engaged to act as Dealer Manager and
Solicitation Agent in connection with the Offer and the Solicitation (the
"Dealer Manager"). In such capacity, the Dealer Manager may contact
 
                                      20
<PAGE>
 
Holders of Notes regarding the Offer and the Solicitation and may request
brokers, dealers, commercial banks, trust companies and other nominees to
forward this Statement and related materials to beneficial owners of Notes.
 
  The Company has agreed to indemnify the Dealer Manager against certain
liabilities, including certain liabilities under the federal securities laws.
The Dealer Manager has provided in the past, and is currently providing other
investment banking and financial advisory services to the Company.
 
  At any given time, the Dealer Manager may trade the Notes of the Company for
its own account or for the accounts of customers and, accordingly, may hold a
long or short position in the Notes.
 
  Any Holder that has questions concerning the terms of the Offer or the
Solicitation may contact the Dealer Manager at its address and telephone
numbers set forth on the back cover of this Statement.
 
  MacKenzie Partners, Inc. has been appointed Information Agent (the
"Information Agent") for the Offer and the Solicitation. Questions and
requests for assistance or additional copies of this Statement, the Consent
and Letter of Transmittal or the Notice of Guaranteed Delivery may be directed
to the Information Agent at the address and telephone numbers set forth on the
back cover of this Statement. Holders of Notes may also contact their broker,
dealer, commercial bank or trust company for assistance concerning the Offer
and Solicitation.
 
  Harris Trust Company of New York has been appointed as Depositary (the
"Depositary") for the Offer and the Solicitation. Consents and Letters of
Transmittal and all correspondence in connection with the Offer and the
Solicitation should be sent or delivered by each Holder or a beneficial
owner's broker, dealer, commercial bank, trust company or other nominee to the
Depositary at the addresses and telephone number set forth on the back cover
of this Statement. Any Holder or beneficial owner that has questions
concerning the procedures for tendering Notes or whose Notes have been
mutilated, lost, stolen or destroyed should contact the Depositary at the
addresses and telephone number set forth on the back cover of this Statement.
 
12.FEES AND EXPENSES.
 
  The Company will pay the Dealer Manager, the Information Agent and the
Depositary reasonable and customary fees for their services and will reimburse
them for their reasonable out-of-pocket expenses in connection therewith. The
Company will pay brokerage firms and other custodians, nominees and
fiduciaries the reasonable out-of-pocket expenses incurred by them in
forwarding copies of this Statement and related materials to the beneficial
owners of Notes.
 
13.SOURCE AND AMOUNT OF FUNDS.
 
  The total amount of funds required by the Company to pay the Total
Consideration in connection with the Offer and the Solicitation is estimated
to be approximately $112 million (assuming 100% of the outstanding principal
amount of Notes is tendered and accepted for payment). Such funds will be
obtained by the Company from the proceeds of the Private Placement.
Consummation of the Offer and the Solicitation is subject to satisfaction of
the Bank Condition and the Financing Condition, in addition to the
Supplemental Indenture Condition and the General Conditions. See Item 9,
"Conditions to the Offer."
 
14.MISCELLANEOUS.
 
  The Offer and the Solicitation are being made to all Holders of the Notes.
The Company is not aware of any jurisdiction in which the making of the Offer
and the Solicitation is not in compliance with applicable law. If the Company
becomes aware of any jurisdiction in which the making of the Offer and the
Solicitation would not be in compliance with applicable law, the Company will
make a good faith effort to comply with any such law. If, after such good
faith effort, the Company cannot comply with any such law, the Offer and the
Solicitation will not be made to (nor will tenders of Notes and Consents be
accepted from or on behalf of) the owners of Notes residing in such
jurisdiction.
 
                                      21
<PAGE>
 
  No person has been authorized to give any information or make any
representation on behalf of the Company not contained in this Statement or in
the Consent and Letter of Transmittal and, if given or made, such information
or representation must not be relied upon as having been authorized.
 
                                          POLYMER GROUP, INC.
 
June 5, 1997
 
                                      22
<PAGE>
 
                                  SCHEDULE I
 
YLD                  = The Tender Offer Yield equals the sum of the yield on
                       the 8 1/4% U.S. Treasury Note due July 15, 1998 (the
                       "Reference Security"), as calculated by the Dealer
                       Manager in accordance with standard market practice,
                       based on the bid price for such Reference Security as
                       of 2:00 p.m., New York City time, on the Price
                       Determination Date, as displayed on the Bloomberg
                       Government Pricing Monitor on "Page PX4" (the
                       "Bloomberg Page") (or, if any relevant price is not
                       available on a timely basis on the Bloomberg Page or is
                       manifestly erroneous, such other recognized quotation
                       source as the Dealer Manager shall select in its sole
                       discretion), plus 75 basis points, expressed as a
                       decimal number.
 
CPN                  = the contractual rate of interest payable on a Note
                       expressed as a decimal number.
 
N                    = the number of semi-annual interest payments, based on
                       the Earliest Redemption Date, from (but not including)
                       the expected Payment Date to (and including) the
                       Earliest Redemption Date.
 
S                    = the number of days from and including the semi-annual
                       interest payment date immediately preceding the
                       expected Payment Date up to, but not including, the
                       expected Payment Date. The number of days is computed
                       using the 30/360 day-count method.
 
exp                  = Exponentiate. The term to the left of "exp" is raised
                       to the power indicated by the term to the right of
                       "exp."
 
CP                   = $10 per $1,000 principal amount per Note, which is
                       equal to the Consent Payment.
 
RV                   = the assumed redemption amount, based on the Earliest
                       Redemption Date, for each Note per $1,000 principal
                       amount of a Note (as rounded to the nearest one
                       hundredth of one percent).
 
Total Consideration  = the Tender Offer Consideration plus the Consent Payment
                       of a Note per $1,000 principal amount of a Note if
                       tender is made on or prior to 5:00 p.m., New York City
                       time, on the Consent Expiration Date. The Total
                       Consideration is rounded to the nearest cent.
 
Tender Offer Consideration
                     = the applicable purchase price of a Note per $1,000
                       principal amount of a Note if tender is made after 5:00
                       p.m., New York City time, on the Consent Expiration
                       Date. The Tender Consideration is rounded to the
                       nearest cent.
 
Total Consideration  =
 
<TABLE>
<S>                          <C> <C> <C>                         <C> <C>
                                  N
            RV                +   S        $1,000 (CPN/2)         -  $1,000 (CPN/2)(S/180)
---------------------------          ---------------------------
(1 + YLD/2) exp (N - S/180)      k=1 (1 + YLD/2) exp (k - S/180)
 
Tender Offer Consideration
                     =
                                  N
            RV                +   S        $1,000 (CPN/2)         -  $1,000 (CPN/2)(S/180) - CP
---------------------------          ---------------------------
(1 + YLD/2) exp (N - S/180)      k=1 (1 + YLD/2) exp (k - S/180)
</TABLE>
 
                                      23
<PAGE>
 
                                  SCHEDULE II
 
  This Schedule provides a hypothetical illustration of the Total
Consideration (i.e., Tender Offer Consideration plus Consent Payment) of the
12 1/4% Senior Notes due 2002 based on hypothetical data, and should,
therefore, be used solely for the purpose of obtaining an understanding of the
calculation of the Total Consideration, as quoted at hypothetical rates and
times, and should not be used or relied upon for any other purpose:
 
                         12 1/4% SENIOR NOTES DUE 2002
 
Earliest Redemption Date=  July 15, 1998
 
Reference Security      =  8 1/4% U.S. Treasury Note due July 15, 1998 as
                           displayed on the Bloomberg Government Pricing
                           Monitor on "Page PX4"
 
Fixed Spread            =  0.75% (75 basis points)
 
EXAMPLE
Assumed Pricing Determination Date and Time
                        =  2:00 p.m., New York City time, on June 18, 1997
 
Assumed Payment Date    =  July 3, 1997
 
Assumed Reference Security Yield as of Assumed Price Determination Date and
Time
                        =  5.88%
 
Fixed Spread            =  0.75%
 
YLD                     =  .0663
 
CPN                     =  .1225
 
N                       =  3
 
S                       =  168
 
RV                      =  $1,061.25
 
CP                      =  $10.00
 
Total Consideration     =  $1,112.44
 
<TABLE>
<S>                              <C> <C> <C>                             <C> <C>
                                      N
           $1,061.25              +   S         $1,000 (.1225/2)          -  $1,000 (.1225/2)(168/180)
-------------------------------          -------------------------------
(1 + .0663/2) exp (3 - 168/180)      k=1 (1 + .0663/2) exp (k - 168/180)
 
Tender Offer Consideration
                        =  $1,102.44
                                      N
           $1,061.25              +   S         $1,000 (.1225/2)          -  $1,000 (.1225/2)(168/180) - $10.00
-------------------------------          -------------------------------
(1 + .0663/2) exp (3 - 168/180)      k=1 (1 + .0663/2) exp (k - 168/180)
</TABLE>
 
                                      24
<PAGE>
 
             The Depositary for the Offer and the Solicitation is:
 
                       HARRIS TRUST COMPANY OF NEW YORK
 
         By Mail:           By Overnight Courier:            By Hand:
 Wall Street Station P.O.    77 Water Street, 4th    Receive Window 77 Water
  Box 1023 New York, NY    Floor New York, NY 10005Street, 5th Floor New York,
  10268-1023 Attention:   Attention: Reorganization    NY 10005 Attention:
   Reorganization Dept.             Dept.              Reorganization Dept.
 
                          By Facsimile Transmission:
                       (for Eligible Institutions Only)
                            (212) 701-7636 or 7637
 
                   For Information Telephone (call collect):
                                (212) 701-7624
 
  Any questions or requests for assistance or additional copies of this
Statement, the Consent and Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Information Agent at the telephone numbers and
address listed below. A Holder may also contact the Dealer Manager at its
telephone number set forth below or such Holder's broker, dealer, commercial
bank or trust company or nominee for assistance concerning the Offer and the
Solicitation.
 
         The Information Agent for the Offer and the Solicitation is:
 
 
                                     LOGO
                               156 Fifth Avenue
                                   9th Floor
                           New York, New York 10010
                           (212) 929-5500 (collect)
                           Toll Free: (800) 322-2885
 
      The Dealer Manager for the Offer and the Solicitation Agent for the
                               Solicitation is:
 
                             CHASE SECURITIES INC.
 
                          270 Park Avenue, 4th Floor
                           New York, New York 10017
                            Attention: Robert Berk
                      Telephone: (212) 270-1100 (collect)