


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D
                                (Rule 13d-101)

                   Under the Securities Exchange Act of 1934

                              Polymer Group, Inc.
                               (Name of Issuer)

                    Common Stock, par value $0.01 per share
                        (Title of Class of Securities)

                                   731745105
                                (CUSIP Number)

              MatlinPatterson Global Opportunities Partners L.P.
         MatlinPatterson Global Opportunities Partners (Bermuda) L.P.
             MatlinPatterson Global Opportunities Partners B, L.P.
                      MatlinPatterson Global Advisers LLC
                      MatlinPatterson Global Partners LLC
                     MatlinPatterson Asset Management LLC
                              MatlinPatterson LLC
                               Mark R. Patterson
                                David J. Matlin
                           (Name of Persons Filing)

                                 Robert Weiss
                      MatlinPatterson Global Advisers LLC
                              520 Madison Avenue
                           New York, New York 10022
                           Telephone: (212) 651-9525
           (Name, Address and Telephone Number of Person Authorized
                    to Receive Notices and Communications)

                                 March 6, 2003
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-l(e), 13d-l(f) or 13d-l(g), check the
following box [ ]

Note: Schedules filed in paper format shall include a signed original and five
copies of the  Schedule,  including  all  exhibits.  See Rule  13d-7 for other
parties to whom copies are to be sent.

The information required on this cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934
("Exchange Act") or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of the Exchange
Act (however, see the Notes)
                        (Continued on following pages)


                              (Page 1 of 31 pages)
<PAGE>


                                 SCHEDULE 13D

-------------------------------------------------------------------------------
CUSIP No.    731745105                                     Page  2 of 31 Pages
-------------------------------------------------------------------------------

      1    NAMES OF REPORTING PERSONS

           I.R.S.  IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                MatlinPatterson Global Opportunities Partners L.P.
-------------------------------------------------------------------------------
      2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) /_/
                                                                   (b) /x/
-------------------------------------------------------------------------------
      3    SEC USE ONLY
-------------------------------------------------------------------------------
      4    SOURCE OF FUNDS
                       AF, WC
-------------------------------------------------------------------------------
      5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
           REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                 /_/
-------------------------------------------------------------------------------
      6    CITIZENSHIP OR PLACE OF ORGANIZATION
                       Delaware
-------------------------------------------------------------------------------

    SHARES                       7               SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                            0
   REPORTING
  PERSON WITH
-------------------------------------------------------------------------------

                                 8               SHARED VOTING POWER
                                                      10,727,193
-------------------------------------------------------------------------------

                                 9               SOLE DISPOSITIVE POWER
                                                           0
-------------------------------------------------------------------------------

                                 10              SHARED DISPOSITIVE POWER
                                                       10,727,193
-------------------------------------------------------------------------------
     11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                 PERSON
                             10,727,193
-------------------------------------------------------------------------------
     12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                 CERTAIN SHARES                                        /_/
-------------------------------------------------------------------------------
     13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                             80.3%
-------------------------------------------------------------------------------
     14          TYPE OF REPORTING PERSON
                             PN
-------------------------------------------------------------------------------


                                (Page 2 of 31)
<PAGE>


                                 SCHEDULE 13D

-------------------------------------------------------------------------------
CUSIP No.       731745105                                 Page 3 of 31 Pages
-------------------------------------------------------------------------------

      1       NAMES OF REPORTING PERSONS

              I.R.S.  IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                 MatlinPatterson Global Opportunities Partners (Bermuda) L.P.
-------------------------------------------------------------------------------
      2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a) /_/
                                                                     (b) /x/
-------------------------------------------------------------------------------
      3       SEC USE ONLY
-------------------------------------------------------------------------------
      4       SOURCE OF FUNDS
                          AF, WC
-------------------------------------------------------------------------------
      5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
              PURSUANT TO ITEMS 2(d) or 2(e)                         /_/
-------------------------------------------------------------------------------
      6       CITIZENSHIP OR PLACE OF ORGANIZATION
                          Bermuda
-------------------------------------------------------------------------------

    SHARES                       7               SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH
   REPORTING
 PERSON WITH                                               0
-------------------------------------------------------------------------------

                                 8               SHARED VOTING POWER
                                                       2,736,403
-------------------------------------------------------------------------------

                                 9               SOLE DISPOSITIVE POWER
                                                           0
-------------------------------------------------------------------------------

                                 10              SHARED DISPOSITIVE POWER
                                                       2,736,403
-------------------------------------------------------------------------------
     11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                 PERSON
                            2,736,403
-------------------------------------------------------------------------------
     12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                 CERTAIN SHARES                                       /_/
-------------------------------------------------------------------------------
     13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                            28.9%
-------------------------------------------------------------------------------
     14          TYPE OF REPORTING PERSON
                            PN
-------------------------------------------------------------------------------


                                (Page 3 of 31)
<PAGE>


                                 SCHEDULE 13D

-------------------------------------------------------------------------------
CUSIP No.             731745105                             Page 4 of 31 Pages
-------------------------------------------------------------------------------

      1        NAMES OF REPORTING PERSONS

               I.R.S.  IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                   MatlinPatterson Global Opportunities Partners B, L.P.
-------------------------------------------------------------------------------
      2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) /_/
                                                                   (b) /x/
-------------------------------------------------------------------------------
      3       SEC USE ONLY
-------------------------------------------------------------------------------
      4       SOURCE OF FUNDS
                          AF, WC
-------------------------------------------------------------------------------
      5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
              PURSUANT TO ITEMS 2(d) or 2(e)                            /_/
-------------------------------------------------------------------------------
      6       CITIZENSHIP OR PLACE OF ORGANIZATION
                          Delaware
-------------------------------------------------------------------------------

    SHARES                       7               SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                             0
  REPORTING
 PERSON WITH
-------------------------------------------------------------------------------

                                 8               SHARED VOTING POWER
                                                        132,581
-------------------------------------------------------------------------------

                                 9               SOLE DISPOSITIVE POWER
                                                           0
-------------------------------------------------------------------------------

                                 10              SHARED DISPOSITIVE POWER
                                                         132,581
-------------------------------------------------------------------------------
     11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                  PERSON

                  132,581
-------------------------------------------------------------------------------
     12           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                  CERTAIN SHARES                                      /_/
-------------------------------------------------------------------------------
     13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                       1.6%
-------------------------------------------------------------------------------

     14           TYPE OF REPORTING PERSON
                       PN
-------------------------------------------------------------------------------


                                (Page 4 of 31)
<PAGE>


                                 SCHEDULE 13D

-------------------------------------------------------------------------------
CUSIP No.           731745105                               Page 5 of 31 Pages
-------------------------------------------------------------------------------

      1       NAMES OF REPORTING PERSONS

              I.R.S.  IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                      MatlinPatterson Global Advisers LLC
-------------------------------------------------------------------------------
      2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a)/_/
                                                                      (b)/x/
-------------------------------------------------------------------------------
      3       SEC USE ONLY
-------------------------------------------------------------------------------
      4       SOURCE OF FUNDS
                          AF, WC
-------------------------------------------------------------------------------
      5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
              PURSUANT TO ITEMS 2(d) or 2(e)                            /_/
-------------------------------------------------------------------------------
      6       CITIZENSHIP OR PLACE OF ORGANIZATION
                          Delaware
-------------------------------------------------------------------------------

    SHARES                       7               SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                             0
  REPORTING
 PERSON WITH
-------------------------------------------------------------------------------

                                 8               SHARED VOTING POWER
                                                      10,727,193
-------------------------------------------------------------------------------

                                 9               SOLE DISPOSITIVE POWER
                                                           0
-------------------------------------------------------------------------------

                                 10              SHARED DISPOSITIVE POWER
                                                       10,727,193
-------------------------------------------------------------------------------
     11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                   PERSON

                   10,727,193
-------------------------------------------------------------------------------
     12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                   CERTAIN SHARES                                        /_/
-------------------------------------------------------------------------------
     13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                        80.3%
-------------------------------------------------------------------------------
     14            TYPE OF REPORTING PERSON
                        IA
-------------------------------------------------------------------------------


                                (Page 5 of 31)
<PAGE>


                                 SCHEDULE 13D

-------------------------------------------------------------------------------
CUSIP No.          731745105                                Page 6 of 31 Pages
-------------------------------------------------------------------------------

      1        NAMES OF REPORTING PERSONS

               I.R.S.  IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                       David J. Matlin
-------------------------------------------------------------------------------
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a)/_/
                                                                       (b)/x/
-------------------------------------------------------------------------------
      3        SEC USE ONLY
-------------------------------------------------------------------------------
      4        SOURCE OF FUNDS
                           AF, WC
-------------------------------------------------------------------------------
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEMS 2(d) or 2(e)                          /_/
-------------------------------------------------------------------------------
      6        CITIZENSHIP OR PLACE OF ORGANIZATION
                           Delaware
-------------------------------------------------------------------------------

    SHARES                       7               SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                             0
  REPORTING
 PERSON WITH

-------------------------------------------------------------------------------

                                 8               SHARED VOTING POWER
                                                      10,727,193
-------------------------------------------------------------------------------

                                 9               SOLE DISPOSITIVE POWER
                                                           0
-------------------------------------------------------------------------------

                                 10              SHARED DISPOSITIVE POWER
                                                       10,727,193
-------------------------------------------------------------------------------
     11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                   PERSON

                   10,727,193
-------------------------------------------------------------------------------
     12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                   CERTAIN SHARES                                     /_/
-------------------------------------------------------------------------------
     13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                        80.3%
-------------------------------------------------------------------------------
     14            TYPE OF REPORTING PERSON
                        IN
-------------------------------------------------------------------------------


                                (Page 6 of 31)
<PAGE>


                                 SCHEDULE 13D

-------------------------------------------------------------------------------
CUSIP No.       731745105                                  Page 7 of 31 Pages
-------------------------------------------------------------------------------

      1       NAMES OF REPORTING PERSONS

              I.R.S.  IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                      Mark R. Patterson
-------------------------------------------------------------------------------
      2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP         (a) /_/
                                                                       (b) /x/
-------------------------------------------------------------------------------
      3       SEC USE ONLY
-------------------------------------------------------------------------------
      4       SOURCE OF FUNDS
                          AF, WC
-------------------------------------------------------------------------------
      5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
              PURSUANT TO ITEMS 2(d) or 2(e)                            /_/
-------------------------------------------------------------------------------
      6       CITIZENSHIP OR PLACE OF ORGANIZATION
                          Delaware
-------------------------------------------------------------------------------

    SHARES                       7               SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                             0
  REPORTING
 PERSON WITH
-------------------------------------------------------------------------------

                                 8               SHARED VOTING POWER
                                                      10,727,193
-------------------------------------------------------------------------------

                                 9               SOLE DISPOSITIVE POWER
                                                           0
-------------------------------------------------------------------------------

                                 10              SHARED DISPOSITIVE POWER
                                                       10,727,193
-------------------------------------------------------------------------------
     11             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                    PERSON

                    10,727,193
-------------------------------------------------------------------------------
     12             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                    CERTAIN SHARES                                       /_/
-------------------------------------------------------------------------------
     13             PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                         80.3%
-------------------------------------------------------------------------------
     14             TYPE OF REPORTING PERSON
                         IN
-------------------------------------------------------------------------------


                                (Page 7 of 31)
<PAGE>


                                 SCHEDULE 13D

-------------------------------------------------------------------------------
CUSIP No.         731745105                                  Page 8 of 31 Pages
-------------------------------------------------------------------------------

      1        NAMES OF REPORTING PERSONS

               I.R.S.  IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                       MatlinPatterson Global Partners LLC
-------------------------------------------------------------------------------
      2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) /_/
                                                                      (b) /x/
-------------------------------------------------------------------------------
      3       SEC USE ONLY
-------------------------------------------------------------------------------
      4       SOURCE OF FUNDS
                          AF, WC
-------------------------------------------------------------------------------
      5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
              PURSUANT TO ITEMS 2(d) or 2(e)                            /_/
-------------------------------------------------------------------------------
      6       CITIZENSHIP OR PLACE OF ORGANIZATION
                          Delaware
-------------------------------------------------------------------------------

    SHARES                       7               SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                             0
  REPORTING
 PERSON WITH

-------------------------------------------------------------------------------

                                 8               SHARED VOTING POWER
                                                      10,727,193
-------------------------------------------------------------------------------

                                 9               SOLE DISPOSITIVE POWER
                                                           0
-------------------------------------------------------------------------------

                                 10              SHARED DISPOSITIVE POWER
                                                      10,727,193
-------------------------------------------------------------------------------
     11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                   10,727,193
-------------------------------------------------------------------------------
     12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                   CERTAIN SHARES                                       /_/
-------------------------------------------------------------------------------
     13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                        80.3%
-------------------------------------------------------------------------------
     14            TYPE OF REPORTING PERSON
                        HC
-------------------------------------------------------------------------------


                                (Page 8 of 31)
<PAGE>


                                 SCHEDULE 13D

-------------------------------------------------------------------------------
CUSIP No.          731745105                                 Page 9 of 31 Pages
-------------------------------------------------------------------------------

      1       NAMES OF REPORTING PERSONS

              I.R.S.  IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                   MatlinPatterson Asset Management LLC
-------------------------------------------------------------------------------
      2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) /_/
                                                                      (b) /x/
-------------------------------------------------------------------------------
      3       SEC USE ONLY
-------------------------------------------------------------------------------
      4       SOURCE OF FUNDS
                          AF, WC
-------------------------------------------------------------------------------
      5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
              PURSUANT TO ITEMS 2(d) or 2(e)                            /_/
-------------------------------------------------------------------------------
      6       CITIZENSHIP OR PLACE OF ORGANIZATION
                          Delaware
-------------------------------------------------------------------------------

    SHARES                       7               SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                             0
  REPORTING
 PERSON WITH

-------------------------------------------------------------------------------

                                 8               SHARED VOTING POWER
                                                       10,727,193
-------------------------------------------------------------------------------

                                 9               SOLE DISPOSITIVE POWER
                                                           0
-------------------------------------------------------------------------------

                                 10              SHARED DISPOSITIVE POWER
                                                       10,727,193
-------------------------------------------------------------------------------
     11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                  PERSON

                  10,727,193
-------------------------------------------------------------------------------
     12           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                  CERTAIN SHARES                                       /_/
-------------------------------------------------------------------------------
     13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                       80.3%
-------------------------------------------------------------------------------
     14           TYPE OF REPORTING PERSON
                       HC
-------------------------------------------------------------------------------


                                (Page 9 of 31)
<PAGE>


                                 SCHEDULE 13D

-------------------------------------------------------------------------------
CUSIP No.         731745105                               Page 10 of 31 Pages
-------------------------------------------------------------------------------

      1        NAMES OF REPORTING PERSONS

               I.R.S.  IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                       MatlinPatterson LLC
-------------------------------------------------------------------------------
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) /_/
                                                                       (b) /x/
-------------------------------------------------------------------------------
      3        SEC USE ONLY
-------------------------------------------------------------------------------
      4        SOURCE OF FUNDS
                           AF, WC
-------------------------------------------------------------------------------
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEMS 2(d) or 2(e)                           /_/
-------------------------------------------------------------------------------
      6        CITIZENSHIP OR PLACE OF ORGANIZATION
                           Delaware
-------------------------------------------------------------------------------

    SHARES                       7               SOLE VOTING POWER
 BENEFICIALLY
 OWNED BY EACH                                             0
  REPORTING
 PERSON WITH
-------------------------------------------------------------------------------

                                 8               SHARED VOTING POWER
                                                      10,727,193
-------------------------------------------------------------------------------

                                 9               SOLE DISPOSITIVE POWER
                                                           0
-------------------------------------------------------------------------------

                                 10              SHARED DISPOSITIVE POWER
                                                     10,727,193
-------------------------------------------------------------------------------
     11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                  PERSON

                       10,727,193
-------------------------------------------------------------------------------
     12           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
                  CERTAIN SHARES                                        /_/
-------------------------------------------------------------------------------
     13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                       80.3%
-------------------------------------------------------------------------------
     14           TYPE OF REPORTING PERSON
                       HC
-------------------------------------------------------------------------------


                               (Page 10 of 31)
<PAGE>


Introduction.

         This Schedule 13D Statement (this "Statement") is filed on behalf of
(i) MatlinPatterson Global Opportunities Partners L.P., ("Matlin Partners
(Delaware)") a limited partnership organized under the laws of Delaware,
MatlinPatterson Global Opportunities Partners B, L.P., (the "Opt-Out Fund") a
limited partnership organized under the laws of Delaware, and MatlinPatterson
Global Opportunities Partners (Bermuda) L.P. ("Matlin Partners (Bermuda)"),
collectively with the Opt-Out Fund and Matlin Partners Delaware, "Matlin
Partners"), a limited partnership organized under the laws of Bermuda (ii)
MatlinPatterson Global Advisers LLC, ("Matlin Advisers") a limited liability
company organized under the laws of Delaware, by virtue of their investment
authority over securities held by Matlin Partners, (iii) MatlinPatterson
Global Partners LLC, ("Matlin Global Partners") a limited liability company
organized under the laws of Delaware, as general partner of Matlin Partners,
(iv) MatlinPatterson Asset Management LLC, ("Matlin Asset Management") a
limited liability company organized under the laws of Delaware, as the holder
of all of the membership interests in Matlin Global Partners and Matlin
Advisers, (v) MatlinPatterson LLC, ("MatlinPatterson") a limited liability
company organized under the laws of Delaware, as the holder of all of the
membership interests in Matlin Asset Management, (vi) and Mark Patterson and
David Matlin each as a holder of 50% of the membership interests in
MatlinPatterson (Matlin Partners (Delaware), Matlin Partners (Bermuda), the
Opt-Out Fund, Matlin Advisers, Matlin Global Partners, Matlin Asset
Management, MatlinPatterson, Mark Patterson and David Matlin, collectively,
the "Reporting Persons" and each a "Reporting Person"), for the purpose of
disclosing the acquired beneficial ownership of the Reporting Persons in the
Issuer (as defined below) pursuant to the Debtor's Joint Second Amended and
Modified Plan of Reorganization (the "Plan"), approved on January 16, 2003 by
the United States Bankruptcy Court for the District of South Carolina (Case
No. 02-5773(w)).

Item 1.  Security and Issuer

         The name of the issuer is Polymer Group, Inc. (the "Issuer"). This
Statement relates to the Issuer's Class A Common Stock, par value $.01 per
share (the "Class A Common Stock"). The principal executive offices of the
Issuer are located at Polymer Group, Inc., 4838 Jenkins Avenue, North
Charleston, SC 29405.

Item 2.  Identity and Background

         (i) Matlin Partners (Delaware) and the Opt-Out Fund are limited
partnerships organized under the laws of Delaware. MatlinPartners (Delaware)
generally invests in equity and subordinated debt securities of companies. The
Opt-Out Fund holds investments of investors who originally invested in
MatlinPartners (Delaware) but opted out of subsequent investments upon the spin
off of MatlinPatterson entities from Credit Suisse First Boston in July 2002.
The address of Matlin Partners (Delaware) and the Opt-Out Fund's principal
business and principal office is c/o Matlin Global Partners 520 Madison
Avenue, New York, New York 10022.


                               (Page 11 of 31)
<PAGE>


         (ii) MatlinPartners (Bermuda) is a limited partnership organized
under the laws of Bermuda. MatlinPartners (Bermuda) holds participation
interests in the investments of MatlinPartners (Delaware). MatlinPartners
(Bermuda) generally invests in equity and subordinated debt securities of
companies. The address of Matlin Partners (Bermuda)'s principal business and
principal office is c/o Quorum International Limited, Reid House, 31 Church
Street, Hamilton, Bermuda.

         (iii) Matlin Global Partners is a limited liability company organized
under the laws of Delaware. Matlin Global Partners serves as General Partner
of Matlin Partners (Delaware), Matlin Partners (Bermuda) and the Opt-Out Fund.
The address of Matlin Global Partners' principal business and principal office
is 520 Madison Avenue, New York, New York 10022. The principal business of
Matlin Global Partners is acting as the general partner to Matlin Partners
(Delaware), Matlin Partners (Bermuda) and the Opt-Out Fund.

         (iv) Matlin Advisers is a limited liability company organized under
the laws of Delaware. Matlin Advisers serves as investment advisor to Matlin
Partners (Delaware), Matlin Partners (Bermuda) and the Opt-Out Fund. The
address of Matlin Advisers' principal business and principal office is 520
Madison Avenue, New York, New York 10022. Matlin Advisers performs certain
investment advisory services on behalf of Matlin Partners (Delaware) and
Matlin Partners (Bermuda), pursuant to a certain amended and restated
Investment Advisory Agreement dated as of July 17, 2002 among Matlin Advisers,
Matlin Partners (Delaware) and Matlin Partners (Bermuda).

         (v) Matlin Asset Management is a limited liability company organized
under the laws of Delaware. Matlin Asset Management is the holder of all of
the membership interests in Matlin Global Partners and Matlin Advisers. The
address of Matlin Asset Management's principal business and principal office
is 520 Madison Avenue, New York, New York 10022. Matlin Asset Management's
principal business is owning Matlin Global Partners and Matlin Advisers.

         (vi) MatlinPatterson is a limited liability company organized under
the laws of Delaware. MatlinPatterson is the holder of all of the membership
interests in Matlin Asset Management. The address of MatlinPatterson's
principal business and principal office is 520 Madison Avenue, New York, New
York 10022. MatlinPatterson's principal business is owning Matlin Asset
Management.

         (vii) Mark R. Patterson and David J. Matlin are each the holder of
50% of the membership interests in MatlinPatterson. The address of Mark R.
Patterson and David J. Matlin's principal business office is 520 Madison
Avenue, New York, New York 10022. Mark R. Patterson's present principal
occupation is acting as Chairman of Matlin Advisers and David J. Matlin's
present principal occupation is acting as Chief Executive Officer of Matlin
Advisers. Mark R. Patterson and David J. Matlin are citizens of the United
States of America.

         (viii) In the past five years, the Reporting Persons have not been
(a) convicted in a criminal proceeding (other than traffic violations or
similar misdemeanors) or (b) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction in which it was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting


                               (Page 12 of 31)
<PAGE>


or mandating activities subject to, federal or state securities laws nor has
it been found to have violated such laws.

Item 3.  Source and Amount of Funds or Other Consideration

         The information set forth in Item 6 is hereby incorporated by
reference into this Item 3.

         Pursuant to the Plan, the Reporting Persons acquired beneficial
ownership of 5,499,445 shares of Class A Common Stock in consideration of the
cancellation of certain debt instruments (and all pre-petition interest
thereon) which has been acquired by the Reporting Persons through a series of
trades at an aggregate cost to the Reporting Persons of $150,732,172 as
follows: 1,579,425 shares issued in respect of $114,813,000 principal amount
8.75% Senior Subordinated Notes of the Issuer due 2008 (the "8.75% Senior
Subordinated Notes") (and all pre-petition interest thereon) acquired by the
Reporting Persons at a total cost of $43,108,511; 3,907,871 shares issued in
respect of $279,549,000 principal amount 9% Senior Subordinated Notes of the
Issuer due 2008 (the "9% Senior Subordinated Notes") and all pre-petition
interest thereon acquired by the Reporting Persons at a total cost of
$107,413,619; 1,480 shares issued in respect of $113,000 principle amount
9.25% Senior Notes due 2006 of Dominion Textile (USA) Inc. and all
pre-petition interest thereon acquired by the Reporting Persons at a total
cost of $25,425; and 10,669 shares issued in respect of $821,000 principle
amount 8.875% Senior Subordinated Notes due 2003 of Dominion Textile and all
pre-petition interest thereon acquired by the Reporting Persons at a total
cost of $184,725.

         The Reporting Persons acquired $38,119,000 face value of the 10%
Junior Subordinated Notes due 2007 (the "Convertible Notes") which are
immediately convertible into 5,227,749 shares of Class A Common Stock at a
conversion price of $7.29. The Reporting Person paid cash at their par value
from working capital for the Convertible Notes. No funds were borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting the
Class A Common Stock and Convertible Notes.

Item 4.  Purpose of Transaction

         The Class A Common Stock and Convertible Notes held by Matlin
Partners were acquired as described in Item 3 and Item 6. The information set
forth in Item 3 and Item 6 hereof is hereby incorporated by reference into
this Item 4. Matlin Partners currently holds such Class A Common Stock and
Convertible Notes for investment purposes subject to the next paragraph.

         Subject to the agreements and arrangements described in Item 6
hereof, the Reporting Persons continuously evaluate the Issuer's businesses
and prospects, alternative investment opportunities and all other factors
deemed relevant in determining whether additional Class A Common Stock or
Convertible Notes of the Issuer will be acquired by Matlin Partners and/or by
other accounts and funds which Matlin Global Partners is the general partner
and/or investment manager or whether Matlin Partners and/or any such other
accounts or funds will dispose of Class A Common Stock or Convertible Notes of
the Issuer. At any time, additional Class A Common Stock or Convertible Notes
may be acquired or some or all of the Class A Common Stock or Convertible
Notes of the Issuer beneficially owned by Matlin Partners may be sold, in
either case in the open market, in privately negotiated transactions or
otherwise. Except as otherwise disclosed herein, no Reporting Person currently
has any agreements, beneficially or otherwise, which would be related to or
would result in any of the matters described in Items 4(a) - (j) of Schedule
13D; however, as part of the ongoing evaluation of this investment and
investment alternatives, any Reporting Person may consider such matters, and,
subject to applicable law, may formulate a plan with respect to such matters,
and, from time to time, any Reporting Person may hold discussions with or make
formal


                               (Page 13 of 31)
<PAGE>


proposals to management or the Board of Directors of the Issuer, other
shareholders of the Issuer or other third parties regarding such matters.

         Lap Chan, an employee of Matlin Advisers, serves on the Board of
Directors of the Issuer. As a director of the Issuer, Lap Chan may have
influence over the corporate activities of the Issuer, including activities
which may relate to items described in Items 4(a) - (j) of Schedule 13D.

         Ramon Betolaza, an employee of Matlin Advisers, serves on the Board
of Directors of the Issuer. As a director of the Issuer, Ramon Betolaza may
have influence over the corporate activities of the Issuer, including
activities which may relate to items described in Items 4(a) - (j) of Schedule
13D.

         Michael Watzky, an employee of Matlin Advisers, serves on the Board
of Directors of the Issuer. As a director of the Issuer, Michael Watzky may
have influence over the corporate activities of the Issuer, including
activities which may relate to items described in Items 4(a) - (j) of Schedule
13D.

Item 5.  Interest in Securities of the Issuer

     (a) (i) As of the date hereof, (A) Matlin Partners (Delaware), is a
direct beneficial owner of 10,727,193 shares of Class A Common Stock
consisting of 5,499,445 shares of common stock and $38,119,000 aggregate face
value of the Convertible Notes, which are immediately convertible into
5,227,749 shares of Class A Common Stock and (B) MatlinPatterson, Matlin Asset
Management, Matlin Advisers, Matlin Global Partners, Mark R. Patterson and
David J. Matlin are each an indirect beneficial owner of 10,727,193 shares of
Class A Common Stock consisting of 5,499,445 shares of common stock and
$38,119,000 aggregate face value of the Convertible Notes, which are
immediately convertible into 5,227,749 shares of Class A Common Stock. The
10,727,193 shares of Class A Common Stock represent beneficial ownership of
approximately 80.3% of the Issuer's issued and outstanding shares of Class A
Common Stock (assuming conversion of the Convertible Notes beneficially owned
by the Reporting Persons).

         (ii) Matlin Partners (Delaware) and Matlin Partners (Bermuda) have
entered into a Participation Agreement (the "Bermuda Participation Agreement")
dated as of May 15, 2001. Pursuant to such agreement, Matlin Partners
(Bermuda) holds a participation interest in its pro rata share of the right,
title and interest in the Class A Common Stock and Convertible Notes
beneficially owned by Matlin Partners (Delaware). Matlin Partners (Bermuda)'s
pro rata share is (i) 25.2% in relation to the Class A Common Stock
beneficially owned by Matlin Partners (Delaware) representing 1,386,011 shares
of Class A Common Stock and (ii) 25.83% in relation to the Convertible Notes
or $9,844,361 in aggregate face value of the Convertible Notes which portion
is immediately convertible into 1,350,392 shares of Class A Common Stock. As a
result of such participation interest, Matlin Partners (Bermuda) may be deemed
to be the beneficial owner of 2,736,403. shares of Class A Common Stock. The
2,736,403 shares of Class A Common Stock represent beneficial ownership of
approximately 28.9% of the Issuer's issued and outstanding shares of Class A
Common Stock (assuming conversion of the Convertible Notes in which Matlin
Partners (Bermuda) has a participation interest).


                               (Page 14 of 31)
<PAGE>


         (iii) Matlin Partners (Delaware) and the Opt-Out Fund have entered
into a Participation Agreement (the "Opt-Out Fund Participation Agreement")
dated as of July 16, 2002. Pursuant to such agreement, the Opt-Out Fund holds
a participation interest in 2.4108% of the right, title and interest in the
Class A Common Stock beneficially owned by Matlin Partners (Delaware)
representing 132,581 shares of Class A Common Stock. As a result of such
participation interest, the Opt-Out Fund may be deemed to be the beneficial
owner of 132,581 shares of Class A Common Stock. The 132,581 shares of Class A
Common Stock represent beneficial ownership of approximately 1.63% of the
Issuer's issued and outstanding shares of Class A Common Stock (assuming no
conversion of any of the Convertible Notes).

         (iv) Matlin Global Partners serves as General Partner of Matlin
Partners. By reason of such relationships, Matlin Global Partners may be
deemed to beneficially own share the shares owned by Matlin Partners
(Delaware).

         (v) Matlin Advisers serves as investment advisor to Matlin Partners.
By reason of such relationships, Matlin Advisers may be deemed to beneficially
own the shares owned by Matlin Partners (Delaware).

         (vi) Matlin Asset Management is the holder of all of the membership
interests in Matlin Global Partners and Matlin Advisers. By reason of such
relationships, Matlin Asset Management may be deemed to beneficially own the
shares owned by Matlin Partners (Delaware).

         (vii) MatlinPatterson is the holder of all of the membership
interests in Matlin Asset Management. By reason of such relationship,
MatlinPatterson may be deemed to beneficially own the shares owned by Matlin
Partners (Delaware).

         (viii) Mark R. Patterson and David J. Matlin are the holders of all
of the membership interests in MatlinPatterson. By reason of such
relationships, each of Mark Patterson and David Matlin may be deemed to share
voting and dispositive power over the shares owned by Matlin Partners
(Delaware).

        (b) To the best knowledge of MatlinPatterson, Matlin Asset Management,
Matlin Advisers and Matlin Global Partners with respect to the directors and
executive officers named in this Statement, none of the persons (i)
beneficially owns any shares of Class A Common Stock (other than in his or her
capacity as a controlling member, executive officer or director of such
corporation or limited liability company) or (ii) has the right to acquire any
Class A Common Stock owned by other parties.

         The filing of this Statement shall not be construed as an admission
by any of the Reporting Persons that it is, for purposes of Section 13(d) of
the Exchange Act, the beneficial owner of shares of Class A Common Stock owned
by other parties.


                               (Page 15 of 31)
<PAGE>


Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
        to Securities of the Issuer

I.   Polymer Group, Inc.'s Joint Second Amended Modified Plan of
     Reorganization

     A. Background

         In 2001, the Issuer breached certain financial covenants in its
Second Amended, Restated and Consolidated Credit Facility (the "Credit
Facility"), dated as of July 3, 1997. As a result, the lenders under the
Credit Facility (the "Senior Lenders") exercised their right to block the
payments of interest due to the holders of the 9% Senior Subordinated Notes on
January 2, 2002, and to the holders of the 8.75% Senior Subordinated Notes
(collectively with the 9% Senior Subordinated Notes, the "Senior Subordinated
Notes") on March 1, 2002, respectively.

         On March 15, 2002, the Issuer and Matlin Global Partners, which then
held approximately 67% of the Senior Subordinated Notes, executed a term sheet
(the "Exchange Offer Term Sheet") setting forth the terms of a proposed
recapitalization of the Issuer and its domestic subsidiaries (collectively,
the "Debtors"), together with an agreement pursuant to which, among other
things, Matlin Global Partners agreed to support the Issuer's recapitalization
plan (the "Exchange Offer Support Agreement"). The recapitalization plan was
to take the form of an exchange offer (the "Exchange Offer") that was to
remain open through April 15, 2002, and which was subsequently extended to May
15, 2002. Both Exchange Offer Term Sheet and Exchange Offer Support Agreement
have been terminated.

         On March 25, 2002, during the pendency of the Exchange Offer, certain
creditors of the Debtors (the "Petitioning Creditors") filed an involuntary
bankruptcy petition (the "Involuntary Petition") against the Debtors in the
United States Bankruptcy Court for the District of South Carolina (the
"Bankruptcy Court"). On April 26, 2002, the Bankruptcy Court dismissed the
Involuntary Petition in connection with a Dismissal Agreement between the
Debtors and the Petitioning Creditors (the "Dismissal Agreement").

         The Dismissal Agreement provided that the Debtors would extend the
Exchange Offer through May 15, 2002. The Debtors and Matlin Global Partners
also agreed to forbear through, and including, May 15, 2002, from implementing
any modifications to the Senior Subordinated Notes and the indentures
governing them. The Petitioning Creditors agreed to forbear through, and
including, May 12, 2002 (the "Forbearance Period"), from exercising any and
all remedies under the indentures for the Senior Subordinated Notes, the
Senior Subordinated Notes or any applicable law, including any filing of an
involuntary petition against any of the Debtors. During the Forbearance
Period, the Debtors agreed (i) not to file a voluntary petition for relief
under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code")
in a jurisdiction other than Columbia, South Carolina, and (ii) to contest any
involuntary petition under the Bankruptcy Code filed in any such other
jurisdiction, in each case, without the prior written consent of the
Petitioning Creditors. Matlin Global Partners and the Petitioning Creditors
agreed not to file an involuntary petition against the Debtors in any venue
other than the Bankruptcy Court. Negotiations proceeded among the Debtors,
Matlin Global Partners and


                               (Page 16 of 31)
<PAGE>


the Petitioning Creditors, but no agreement was reached regarding a consensual
restructuring of the Debtors. Eventually, the Exchange Offer, Exchange Offer
Term Sheet and Exchange Offer Support Agreement were terminated.

         Subsequently, Matlin Global Partners and the Issuer executed a term
sheet (the "Bankruptcy Term Sheet"), dated as of May 10, 2002, setting forth
the terms of a bankruptcy reorganization of the Debtors, and a support
agreement (the "Bankruptcy Support Agreement"), dated as of May 10, 2002,
pursuant to which, among other things, Matlin Global Partners agreed to
support a joint plan of reorganization on terms and conditions set forth in
the Bankruptcy Term Sheet.

         On May 11, 2002, the Debtors (other than Bonlam (S.C.), Inc., for
which the petition date was April 23, 2002) filed voluntary petitions for
reorganization under the Bankruptcy Code in the Bankruptcy Court. On June 14,
2002, the Debtors filed a plan of reorganization (the "Prearranged Plan") and
a disclosure statement. The Official Committee of Unsecured Creditors (the
"Committee") opposed the Prearranged Plan. As a result of this opposition, the
Debtors, Matlin Global Partners and the Committee entered into negotiations,
and eventually agreed upon a revised plan of reorganization that each party
supported. During the course of such negotiations, the Bankruptcy Term Sheet
and Bankruptcy Support Agreement terminated.

         On January 16, 2003, the Bankruptcy Court approved the Plan, with the
support of the Senior Lenders, Matlin Global Partners and the members of the
Committee. The Plan was consummated on March 6, 2003.

     B. Description of Certain Provisions of the Plan

         (1) Reorganization of the Issuer. The Plan provided for, among other
things: (1) the restructuring of the Credit Facility, including a payment of
$50,000,000 on the effective date of the Plan to the agent under the Credit
Facility for the benefit of the existing Senior Lenders, exclusive of the
proceeds (the "Chicopee Sale Proceeds") of the sale of the South Brunswick
facility owned by Chicopee, Inc.; (2) the payment to the Senior Lenders of
100% of the Chicopee Sale Proceeds; (3) the payment of an additional amount of
at least $5,000,000 to the Senior Lenders; (4) the retirement of the Debtors'
obligations under the Senior Subordinated Notes, wherein each holder of Senior
Subordinated Notes and other general unsecured creditors (other than Critical
Vendor Claims and Intercompany Claims (each as defined in the Plan)) would
receive on, or as soon as practicable after, the effective date of the Plan in
exchange for its allowed claim against the Debtors, (a) its pro rata share of
Class A Common Stock, or (b) at the election of any such holder who was a
Qualified Institutional Buyer (as defined in Rule 144A under the Securities
Act of 1933 (the "Securities Act")), its pro rata share of Class C Common
Stock, par value $.01 per share, of the Issuer; (5) the payment in full of all
Critical Vendor Claims and Intercompany Claims (each as defined in the Plan);
(6) the offering of $50,000,000 of the Convertible Notes to each holder of an
allowed unsecured claim, on a pro rata basis; (7) that Matlin Global Partners
would issue, or cause to be issued, a letter of credit in the aggregated
amount of $25,000,000 (the "Exit Letter of Credit") in favor of the agent
under the Credit Facility, as restructured pursuant to the Plan, to support
the amortization payments required to be made by the Issuer on December 31,
2003, June 30, 2004, and


                               (Page 17 of 31)
<PAGE>


December 31, 2004; (8) that upon any drawing under the Exit Letter of Credit
(if any) (or any advances made, or caused to be made, by Matlin Global
Partners solely in lieu of drawing on the Exit Letter of Credit), Matlin
Global Partners would be entitled to a 10% Senior Subordinated Note due 2007
(the "New Senior Subordinated Note") equal to the amount (if any) drawn
against the Exit Letter of Credit (or such other advance made or caused to be
made by Matlin Global Partners); (9) that holders of the Issuer's common stock
outstanding immediately prior to the effective date of the Plan and rights
therefor (including options and subscription rights) (the "Old Polymer Equity
Interests") would receive 100% of the Class B Common Stock, par value $.01 per
share, of the Issuer (the "Class B Common Stock") (which will not be diluted
by any conversions of the Convertible Notes) and the Series A Warrants (the
"Series A Warrants") and Series B Warrants (the "Series B Warrants" and,
collectively with the Series A Warrants, the "Warrants") to purchase,
respectively, Series D Common Stock, par value $.01 per share, and Series E
Common Stock, par value $.01 per share, of the Issuer in exchange for their
Old Polymer Equity Interests; and (10) mutual releases among the Issuer,
Matlin Global Partners, the Committee, the members of the Committee, the
Senior Lenders, the past and present directors, management and professionals
of the Issuer and its subsidiaries and affiliates, and certain other persons
and entities.

         In the event that any holder of Senior Subordinated Notes other than
Matlin Global Partners did not elect to subscribe for Convertible Notes,
holders of Senior Subordinated Notes other than Matlin Global Partners that
did subscribe for Convertible Notes were given the right to elect to purchase
their pro rata share of such unsubscribed Convertible Notes. Matlin Global
Partners agreed to act as "standby purchaser" to ensure that all such
Convertible Notes were purchased and that the issuance of such Convertible
Notes resulted in proceeds of $50,000,00.

         (2) Provisions Relating to the Organizational Documents of the Issuer
and its Subsidiaries and Corporate Governance. The Plan sets forth
requirements with respect to the organizational documents of the Issuer and
its subsidiaries and certain arrangements among the Issuer and its
shareholders (including, without limitation, covenants with respect to the
voting of the Common Stock, par value $.01 per share, of the Issuer (the
"Common Stock"), contractual preemptive rights in connection with the issuance
of capital stock of the Issuer (subject to exceptions), tag-along rights in
connection with certain sales of Common Stock by Matlin Global Partners and
other obligations of the Issuer). The arrangements regarding the voting of the
Issuer's Common Stock, contractual preemptive rights in connection with the
issuance of capital stock of the Issuer (subject to exceptions), tag-along
rights in connection with certain sales of Common Stock by Matlin Global
Partners and certain other obligations of the Issuer are memorialized in a
Shareholders Agreement, which was executed upon the consummation of the Plan
and is described below. Additionally, the Issuer's Rights Agreement, dated as
of April 15, 1996, by and among the Issuer and First Union Bank of North
Carolina was terminated pursuant to the Plan and an order of the Bankruptcy
Court.

     C. Hold Back of Class A Common Stock

         In connection with the consummation of the Plan, the Issuer has
informed Matlin Global Partners that it held back 1,355,693 shares of Class A
Common Stock from distribution to holders of allowed unsecured claims pending
the resolution of certain claims against the Debtors


                               (Page 18 of 31)
<PAGE>


for up to approximately $104,590,813. To the extent disputed claims are
allowed by Order of the Bankruptcy Court, such claims will be satisfied by the
issuance of Class A Common Stock. To the extent the aggregate awards under
such disputed claims total less than $104,590,813, a portion of the 1,355,693
shares of Class A Common Stock held back will be distributed to holders of
allowed unsecured claims (including Matlin Global Partners) on a pro rata
basis.

II.  Shareholders Agreement

         In order to effectuate certain provisions of the Plan, Matlin Global
Partners, the Issuer, Northeast Investors Trust ("NIT"), One Group Income Bond
Fund ("One Group Income"), One Group High Yield Bond Fund ("One Group High
Yield"), Southern Ute Growth Fund ("Southern Ute Growth"), Southern Ute
Permanent Fund (together with One Group Income, One Group High Yield and
Southern Ute Growth, "Pacholder"), Atlantic Global Funding Ltd. ("Atlantic"),
CHYPS 1997-1 Ltd. ("CHYPS 1997"), CHYPS 1999-1 Ltd., a Cayman Islands company
(collectively with Atlantic and CHYPS 1997, "Delaware Investments") (NIT,
Pacholder and Delaware Investments are collectively referred to herein as the
"Non-Matlin Global Partners Holders"), Jerry Zucker ("Zucker") and James G.
Boyd ("Boyd") entered into a Shareholders Agreement, dated as of March 5, 2003
(the "Shareholders Agreement"). The terms of the Shareholders Agreement are
described below.

     A. Contractual Preemptive Rights

         Pursuant to the Shareholders Agreement, the Issuer granted
contractual preemptive rights to each holder of the Common Stock issued: (a)
pursuant to the Plan; (b) upon the conversion of the Convertible Notes or
exercise of the Warrants, (c) upon antidilution adjustments to the Class B
Common Stock, or Convertible Notes, or (d) upon stock splits, stock dividends
or otherwise, in each case, in respect of the securities set forth in clauses
(a), (b) and (c) above (collectively, the "Initial Common Stock"). Such
contractual preemptive rights give each holder of Initial Common Stock the
right to purchase up to its pro rata share of any shares of capital stock or
options, warrants, conversion rights or other rights to acquire shares of
capital stock proposed to be issued by the Issuer, subject to certain excluded
issuances set forth in the Shareholders Agreement and summarized in the
immediately following sentence. Issuances of the following securities of the
Issuer are not subject to the preemptive rights: (a) shares of Common Stock
issuable upon conversion of the Convertible Notes; (b) shares of Class B
Common Stock issuable pursuant to the anti-dilution provisions of the Class B
Common Stock upon conversion of the Convertible Notes as set forth in Article
IV, Section 2(a)(x) of the Issuer's Amended and Restated Certificate of
Incorporation; (c) equity securities of the Issuer issued in connection with
(i) any acquisition of another entity (other than an individual) by the Issuer
or any subsidiary of the Issuer by merger, stock purchase, purchase of all or
substantially all of the assets, or other reorganization, or (ii) the purchase
of all or substantially all of the assets of another entity, in each case that
is approved by a majority of the Issuer's Board of Directors; (d) up to an
aggregate of 4,000,000 shares of Common Stock (or related options) issued to
employees, officers, directors, consultants, other persons performing services
for the Issuer (including distributors and sales representatives) and their
respective affiliates, in each case, pursuant to any stock option plan, or
similar equity-based compensatory arrangement approved by a majority of the
Issuer's Board of Directors; (e) shares of Common Stock issued in connection
with any stock split, stock dividend, recapitalization or similar transaction
by the


                               (Page 19 of 31)
<PAGE>


Issuer; (f) shares of Common Stock issued pursuant to a firm commitment
underwritten public offering of the Issuer's Common Stock; (g) non-convertible
debt securities or debt instruments; (h) shares of capital stock issued
pursuant to a rights offering made to all holders of Initial Common Stock in
accordance with applicable Federal securities laws; (i) shares of Common Stock
and other securities issuable pursuant to the Plan; (j) shares of Common Stock
issuable upon exercise of the Warrants; and (k) shares of capital stock issued
pursuant to an anti-takeover plan, takeover defense plan or "poison pill" in
the form of a shareholder rights plan or similar plan adopted by the Issuer.
The contractual preemptive rights may be waived with the prior consent of the
Issuer's Board of Directors, including at least one Non-Matlin Global Partners
Board Member (as defined below), and Matlin Global Partners. The contractual
preemptive rights terminate upon a change of control of the issuer (as defined
in the Shareholders Agreement) or with the consent of the Issuer's Board of
Directors, including at least one Non-Matlin Global Partners Board Member, and
Matlin Global Partners.

     B. Tag-Along Rights

         Pursuant to the Shareholders Agreement, Matlin Global Partners has
granted "tag-along" rights to each holder of Initial Common Stock. In the
event Matlin Global Partners proposes to sell any of its Common Stock of the
Issuer, subject to certain exempt transactions set forth in the Shareholders
Agreement, each holder of Initial Common Stock shall have the right to sell,
along side Matlin Global Partners, its pro rata share of the total number of
shares proposed to be sold by Matlin Global Partners to the proposed purchaser
on the same terms and conditions as Matlin Global Partners. The tag-along
rights may be waived with the prior consent of the Issuer's Board of
Directors, including at least one Non-Matlin Global Partners Board Member, and
Matlin Global Partners. The tag-along rights terminate upon a change of
control of the issuer (as defined in the Shareholders Agreement) or with the
consent of the Issuer's Board of Directors, including at least one Non-Matlin
Global Partners Board Member, and Matlin Global Partners.

     C. Provisions Regarding the Issuer's Board of Directors

         In accordance with the Plan, the Shareholders Agreement sets forth
certain covenants of the parties thereto with respect to the composition of
the Issuer's Board of Directors and the voting of the shares held thereby with
respect to the nomination, election and removal of directors.

         (1) Number, Term and Qualifications; Subsequent Elections. Pursuant
to the Plan and the Shareholders Agreement, as of March 6, 2003 (the
"Effective Date"), the Issuer's Board of Directors will be (a) fixed at nine
members, each with one year terms, subject to the removal provisions of the
Issuer's Bylaws, and (b) composed of five directors designated by Matlin
Global Partners (together with any direct or indirect successors thereto
designated by Matlin Global Partners, the "MP Board Members"), two directors
designated by the pre-Effective Date Board of Directors of the Company, who
shall be Zucker and Boyd (together with any direct or indirect successors
thereto, the "ZB Board Members"), and two directors designated by the
Non-Matlin Global Partners Holders (together with any direct or indirect
successors thereto, the "Non-Matlin Global Partners Board Members").


                               (Page 20 of 31)
<PAGE>


         At the annual meeting of stockholders for the calendar years 2003,
2004 and 2005, Matlin Global Partners, each Non-Matlin Global Partners Holder,
Zucker (as long as he is a director) and Boyd (as long as he is a director)
each shall vote or cause to be voted all shares of Common Stock and other
voting equity owned by him or it, or over which he or it has voting control,
and otherwise use its respective best efforts, so as to nominate and elect to
the Board of Directors the Matlin Global Partners Board Members, Non-Matlin
Global Partners Board Members and ZB Board Members sitting on the Issuer's
Board of Directors on the date immediately preceding such meeting; provided
that if there shall be any vacancy on the Issuer's Board of Directors on the
date immediately preceding such meeting as the result of the removal,
resignation, death, disability or otherwise of a Matlin Global Partners Board
Member, Non-Matlin Global Partners Board Member or ZB Board Member, Matlin
Global Partners, each Non-Matlin Global Partners Holder, Zucker and Boyd each
shall vote or cause to be voted all shares of Common Stock and other voting
equity owned by him or it, or over which he or it has voting control, and
otherwise use its respective best efforts, so as to nominate and elect a
successor designated by Matlin Global Partners, if the director was a Matlin
Global Partners Board Member, designated by the remaining Non-Matlin Global
Partners Board Member, if the director was a Non-Matlin Global Partners Board
Member and designated by the remaining ZB Board Member, if the director was a
ZB Board Member; provided that (a) Matlin Global Partners shall not be
required to vote, or cause to be voted, the shares of Common Stock or other
voting equity owned by it or over which it has voting control, or use its best
efforts, to nominate or elect any proposed director if such proposed director
was previously removed from the Board of Directors in accordance with the
terms of the Shareholders Agreement, and (b) upon the removal of any ZB Board
Member pursuant to Sections 4.2(c) or (d) of the Shareholders Agreement
(summarized in Paragraphs II(C)(2)(c) and (d) of this Item 6), the remaining
ZB Board Member shall not have the right to designate a successor to the
removed ZB Board Member.

         (2) Vacancies.

              (a) At any time prior to the third anniversary of the Effective
Date, upon the vacancy of any director due to resignation, removal or
otherwise, Matlin Global Partners, each Non-Matlin Global Partners Holder,
Zucker and Boyd each shall vote or cause to be voted all shares of Common
Stock and other voting equity owned by him or it, or over which he or it has
voting control, and otherwise use its respective best efforts, so as to
nominate and elect a successor designated by Matlin Global Partners, if the
director was a Matlin Global Partners Board Member, designated by the
remaining Non-Matlin Global Partners Board Member, if the director was a
Non-Matlin Global Partners Board Member and designated by the remaining ZB
Board Member, if the director was a ZB Board Member; provided that (i) Matlin
Global Partners shall not be required to vote, or cause to be voted, the
shares of Common Stock or other voting equity owned by it or over which it has
voting control, or use its best efforts, to nominate or elect any proposed
director if such proposed director was previously removed from the Issuer's
Board of Directors in accordance with the terms of the Shareholders Agreement,
and (ii) upon the removal of any ZB Board Member pursuant to Sections 4.2(c)
or (d) of the Shareholders Agreement (summarized in Paragraphs II(C)(2)(c) and
(d) of this Item 6), the remaining ZB Board Member shall not have the right to
designate a successor to the removed ZB Board Member.


                               (Page 21 of 31)
<PAGE>


              (b) At any time on or after the third anniversary of the
Effective Date, Matlin Global Partners, each Non-Matlin Global Partners
Holder, Zucker and Boyd is to each vote or cause to be voted all shares of
Common Stock and other voting equity owned by him or it, or over which he or
it has voting control, so as to nominate, include on the Issuer's slate of
directors and elect each Matlin Global Partners Board Member, ZB Board Member
and Non-Matlin Global Partners Board Member that served on the Board of
Directors immediately prior to such election and/or each other shareholder
nominee; provided that in the case of each such specific nomination (i) such
Matlin Global Partners Board Member, ZB Board Member, Non-Matlin Global
Partners Board Member or other Shareholder nominee has been properly nominated
by a shareholder, and (ii) the nomination thereof has the support of the
affirmative vote of at least 12.5% of the issued and outstanding shares of
Common Stock; provided, further that each share of Common Stock may be counted
in support of only one nominee; provided further that in no event shall the
size of the Issuer's Board of Directors be increased by operation of this
provision.

              (c) Matlin Global Partners may not vote, or cause to be voted,
the shares of Common Stock or other voting equity owned by it, or over which
it has voting control, to remove Zucker or any ZB Board Member that is a
direct or indirect successor thereto from the Issuer's Board of Directors
without cause unless (i) Zucker's employment with the Issuer or its
subsidiaries is terminated for cause, or (ii) (A) Zucker's employment with the
Issuer or its subsidiaries is terminated without cause or Zucker resigns and
(B) the Issuer tenders or otherwise pays to Zucker the amounts that he is
entitled to receive under his letter agreement dated May 22, 1998, as amended
on May 11, 2002 (as the same may be amended from time to time, the "Zucker
Change of Control Agreement") or any other applicable agreement; provided,
however, that during the pendency of any dispute relating to (I) Zucker's
termination of employment, (II) whether such termination of employment is for
cause, or (III) whether Zucker is entitled to payment under the Zucker Change
of Control Agreement or any other applicable agreement, Matlin Global Partners
shall be permitted to vote, and cause to be voted, the shares of Common Stock
or other voting equity owned by it, and over which it has voting control, to
remove Zucker (or any ZB Board Member that is a direct or indirect successor
thereto) from the Issuer's Board of Directors. Nothing in this provision
limits Matlin Global Partners' right to vote, or cause to be voted, the shares
of Common Stock or other voting equity owned by it, or over which it has
voting control, to remove for cause Zucker or any ZB Board Member that is a
direct or indirect successor thereto from the Issuer's Board of Directors.

              (d) Matlin Global Partners may not vote, or cause to be voted,
the shares of Common Stock or other voting equity owned by it, or over which
it has voting control, to remove Boyd or any ZB Board Member that is a direct
or indirect successor thereto from the Issuer's Board of Directors without
cause unless (i) Boyd's employment with the Issuer or its subsidiaries is
terminated for cause, or (ii) (A) Boyd's employment with the Issuer or its
subsidiaries is terminated without cause or Boyd resigns and (B) the Issuer
tenders or otherwise pays Boyd the amounts that he is entitled to receive
under his letter agreement dated May 22, 1998, as amended on May 11, 2002 (as
the same may be amended from time to time, the "Boyd Change of Control
Agreement") or any other applicable agreement; provided, however, that during
the pendency of any dispute relating to (I) Boyd's termination of employment,
(II) whether such termination of employment is for cause, or (III) whether
Boyd is entitled to payment under the Boyd Change of Control Agreement or any
other applicable agreement,


                               (Page 22 of 31)
<PAGE>


Matlin Global Partners shall be permitted to vote, and cause to be voted, the
shares of Common Stock or other voting equity owned by it, and over which it
has voting control, to remove Boyd (or any ZB Board Member that is a direct or
indirect successor thereto) from the Issuer's Board of Directors. Nothing in
this provision limits Matlin Global Partners' right to vote, or cause to be
voted, the shares of Common Stock or other voting equity owned by it, or over
which it has voting control, to remove for cause Boyd or any ZB Board Member
that is a direct or indirect successor thereto from the Issuer's Board of
Directors.

              (e) If a ZB Board Member is removed as a director for cause or
otherwise in accordance with Section 4.2(c) or (d) of the Shareholders
Agreement (summarized in Paragraphs II(C)(2)(c) and (d) of this Item 6), the
Issuer is to promptly call a special meeting of shareholders for the purpose
of reducing the number of directors on the Issuer's Board of Directors to
eliminate the vacancy created by such removal and Matlin Global Partners
shall, at such special meeting, vote, and cause to be voted, the shares of
Common Stock or other voting equity owned by it, or over which it has voting
control, in favor of reducing the number of directors on the Issuer's Board of
Directors to eliminate such vacancy; provided, however, that (i) during the
pendency of any dispute described in the proviso of Section 4.2(c)(ii) of the
Shareholders Agreement (summarized in Paragraph II(C)(2)(c)(ii) of this Item
6), Matlin Global Partners shall not vote, or cause to be voted, the shares of
Common Stock or other voting equity owned by it, or over which it has voting
control in favor of either the elimination of the vacancy created by the
removal of Zucker or any ZB Board Member that is a direct or indirect
successor thereto or the election of any director to fill such vacancy, and
(ii) during the pendency of any dispute described in the proviso of Section
4.2(d)(ii) of the Shareholders Agreement (summarized in Paragraph
II(C)(2)(d)(ii) of this Item 6), Matlin Global Partners shall not vote, or
cause to be voted, the shares of Common Stock or other voting equity owned by
it, or over which it has voting control in favor of either the elimination of
the vacancy created by the removal of Boyd or any ZB Board Member that is a
direct or indirect successor thereto or the election of any director to fill
such vacancy.

                   (f) Matlin Global Partners shall not vote, or cause to be
voted, the shares of Common Stock or other voting equity owned by it, or over
which it has voting control, to remove without cause any Non-Matlin Global
Partners Board Member.

         (3) Committees. At least one Non-Matlin Global Partners Board Member
shall be a member of each of the audit committee, compensation committee and
executive committee for so long as a Non-Matlin Global Partners Board Member
has a right to a seat on the Issuer's Board of Directors pursuant to Sections
4.1, 4.2(a) or 4.2(b) of the Shareholders Agreement (summarized in Paragraphs
II(C)(1), (2)(a) and (2)(b) of this Item 6); provided that at least one
Non-Matlin Global Partners Board Member is a member of the Issuer's Board of
Directors during such period and that the member to serve on such committees
satisfies all applicable Federal, state, securities exchange, quotation
system, and self regulatory organization (including, without limitation, the
Securities and Exchange Commission, New York Stock Exchange, Nasdaq and the
OTC Bulletin Board, as the case may be) rules and regulations regarding,
concerning and relating to qualifications and requirements necessary for
service on such committees.


                               (Page 23 of 31)
<PAGE>


         (4) Termination. The provisions of the Shareholders Agreement
regarding the composition of the Issuer's Board of Directors and the voting of
the shares held by the parties thereto with respect to the nomination,
election and removal of directors shall terminate upon a change of control of
the Issuer (as defined in the Shareholders Agreement).

     D. Additional Obligations of the Issuer

         In accordance with the Plan and pursuant to the Shareholders
Agreement, the issuer is subject to the following additional obligations.

         (1) Reporting Obligations. If a class of the Issuer's equity
securities is not otherwise registered pursuant to Section 12(d) or Sections
12(g)(1)(A) or (B) of the Securities Exchange Act of 1934 (the "Exchange
Act"), as amended, the Issuer shall (a) use its best efforts to register the
Class A Common Stock, on a voluntary basis, with the Securities and Exchange
Commission pursuant to Section 12(g) of the Exchange Act and to have such
registration declared effective as soon as possible after the date hereof, and
(b) file all periodic and other reports and filings required to be filed by
issuers with a class of equity securities registered under Sections 12(d) or
(g) of the Exchange Act. The Issuer shall not seek to terminate any voluntary
registration of its Class A Common Stock required by the Shareholders
Agreement (as summarized above), and shall continue to file all periodic and
other reports and filings required to be filed by issuers with a class of
equity securities registered under Section 12(g) of the Exchange Act, until
the termination of such obligation in accordance with the Shareholders
Agreement.

         (2) Incorporation. The Issuer shall maintain its corporate existence
in Delaware; provided, however, that the Issuer may reincorporate elsewhere if
such reincorporation is necessary to effectuate a bona fide business
combination or other transaction; provided, further, that any such business
combination or other transaction with a PGI Affiliate shall require the
approval of one Non-Matlin Global Partners Board Member.

         (3) Listing. On the Effective Date, or as soon as practicable
thereafter, the Issuer shall use its reasonable best efforts to become a
listed company on the New York Stock Exchange or to become included for
quotation on The Nasdaq Stock Market; provided that the Issuer shall initially
list its shares of Class A Common Stock and Class B Common Stock for trading
on the Nasdaq bulletin board or over-the-counter market.

         (4) Related Party Transactions. Without the written approval of at
least one Non-Matlin Global Partners Board Member, the Issuer may not enter
into any New Polymer Affiliated Transaction (as defined in the Shareholders
Agreement); provided that, solely for the avoidance of doubt, nothing in this
provision requires the termination of any of the existing terms or provisions
of, or existing obligations under, any of the following relationships between
the Issuer and any PGI Affiliate (as defined in the Shareholders Agreement):
(i) the existing lease and shared services agreement relating to the Issuer's
headquarters, among the Issuer, The InterTech Group, Inc. and ZS Associates,
as in effect on the Effective Date; (b) the shared insurance purchasing
arrangement between the Issuer and The InterTech Group, Inc., as in effect on
the Effective Date; and (c) the shared employee benefits management agreement
between the Issuer and The InterTech Group, Inc, as in effect on the Effective
Date. Notwithstanding


                               (Page 24 of 31)
<PAGE>


anything to the contrary herein, (x) any amendment, modification, extension or
change to, or waiver under, any of the relationships between the Company and
any PGI Affiliate set forth in the final proviso to the immediately preceding
sentence shall require the written approval of at least one Non-Matlin Global
Partners Board Member, and (y) nothing in this Agreement shall restrict or
prevent the Issuer from terminating any of the relationships, agreements or
arrangements set forth in the final proviso to the immediately preceding
sentence. Notwithstanding the foregoing, in no case shall the Issuer enter
into any agreement to pay, nor shall it pay, any management fee or transaction
fee to any PGI Affiliate, excluding fees of up to an aggregate of $4,500,000
payable to Matlin Global Partners pursuant to the Plan.

         (5) Registration Rights. In the event that the Issuer, Matlin Global
Partners or any Non-Matlin Global Partners Holder shall determine, based upon
the reasonable advice of counsel, that (a) the Convertible Notes may not be
offered for resale or resold, or (b) the Initial Common Stock issuable upon
conversion of the Convertible Notes may not be issued, offered for resale
and/or resold, in each of the cases set forth in the foregoing clauses (a) and
(b), without the registration of such offer, resale and/or issuance under the
Securities Act and the rules and regulations promulgated thereunder, or an
exemption therefrom, Matlin Global Partners or such Non-Matlin Global Partners
Holder shall have the right to cause the Issuer to use its reasonable best
efforts to register the offer, resale and/or issuance of all Convertible Notes
and/or Initial Common Stock issuable upon the conversation thereof, as the
case may be, under the Securities Act pursuant to a registration statement on
Form S-1 or Form S-3, if available to the Issuer (or successors to such forms
adopted by the Securities and Exchange Commission). In the event a
registration is requested pursuant to this provision, Matlin Global Partners
and the Non-Matlin Global Partners Holders shall reasonably cooperate with the
Issuer in the preparation of the registration statement, and the Issuer shall,
among other things, pay all expenses of the registration, including, without
limitation, the costs and expenses of one counsel to Matlin Global Partners
and the Non-Matlin Global Partners Holders, provide such counsel with a
reasonable opportunity to review and comment upon the registration statement,
communications with the staff of the Securities Exchange Commission and
related documents, and effect such registration as soon as shall be reasonably
practicable.

         (6) Termination of Obligations. The obligations of the Issuer
summarized in this Paragraph II(D) of Item 6 shall terminate upon a change of
control of the Issuer (as defined in the Shareholders Agreement) or a going
private transaction involving the Issuer.

     E. Miscellaneous Provisions

         The Shareholders Agreement contains other provisions regarding, among
other things, transfers rights granted by the Shareholders Agreement, third
party beneficiaries and enforcement of certain provisions of the Shareholders
Agreement thereby, specific performance, amendments, granting of equivalent
rights to additional shareholders of the Issuer, and termination of the
requirements for approval of actions by Non-Matlin Global Partners Board
Members. In particular, any waiver, termination, amendment or other action
that, pursuant to the Shareholders Agreement, requires the consent or approval
of a Non-Matlin Global Partners Board Member shall require such consent or
approval only if both (1) at least one Non-Matlin Global Partners Board Member
has the right to a seat on the Issuer's Board of Directors pursuant to the
Shareholders Agreement, and (b) at the time such approval is sought one of the
following


                               (Page 25 of 31)
<PAGE>


is true (i) at least one Non-Matlin Global Partners Board Member is a member
of the Issuer's Board of Directors, (ii) if a Non-Matlin Global Partners Board
Member is not a member of the Issuer's Board of Directors, a Non-Matlin Global
Partners Board Member shall have been a member of the Issuer's Board of
Directors within sixty days of such time, or (iii) if a Non-Matlin Global
Partners Board Member is not, and, within sixty days of such time, has not
been, a member of the Issuer's Board of Directors, a nomination or designation
of a proposed Non-Matlin Global Partners Board Member shall have been made in
good faith pursuant to the terms of the Shareholders Agreement and not
withdrawn, and such nominee or designee shall not have refused or declined
appointment to the Issuer's Board of Directors.

III. Senior Subordinated Note Purchase Agreement

         In order to facilitate the issuance of a New Senior Subordinated Note
in the amount of any drawing under the Exit Letter of Credit, Matlin Global
Partners, the Issuer and the Issuer's domestic subsidiaries, as guarantors,
entered into a Senior Subordinated Note Purchase Agreement (the "Senior
Subordinated Note Purchase Agreement"), dated as of March 5, 2003, and
pursuant thereto, the Issuer issued to Matlin Global Partners a New Senior
Subordinated Note.

         The Senior Subordinated Note Purchase Agreement and Senior
Subordinated Note provide that upon any drawing under the Exit Letter of
Credit, the principal amount due under the New Senior Subordinated Note will
automatically increase by the amount of such drawing. The Issuer is required
to pay interest on any amount outstanding under the New Senior Subordinated
Note semi-annually in arrears on January 1 and June 1 of each year, commencing
on June 1, 2003, at a rate of 10% per annum, and default interest in an amount
of 2% per annum will be payable on the principal amount in addition to the
existing 10% rate. The Issuer shall, to the extent lawful, pay interest at a
rate of 12% per annum on overdue interest.

         The Issuer's obligations under the Senior Subordinated Note Purchase
Agreement and Senior Subordinated Note are guaranteed by the Issuer's domestic
subsidiaries. Both the Issuer's obligations under the Senior Subordinated Note
and the guarantees thereof are subordinate to the indebtedness outstanding
under the Issuer's restructured Credit Facility.

         The Senior Subordinated Note Purchase Agreement contains customary
representations and warranties and standard default terms. Additionally, the
Senior Subordinated Note Purchase Agreement contains affirmative and negative
covenants of the Issuer with respect to (a) delivery of information, (b)
transactions with affiliates, (c) limitation on indebtedness, (d) disposition
of proceeds of asset sales, (e) limitation on restricted payments, (f)
corporate existence, (g) limitation on liens, (h) future domestic subsidiary
guarantors, (i) designation of unrestricted subsidiaries, and (j) mergers and
similar transactions involving the Issuer or the guarantors.

         References to, and descriptions of, the Plan, Shareholders Agreement
and the Senior Subordinated Note Purchase Agreement as set forth above in this
Item 6, are qualified in their entirety by reference to the copies of the
Plan, Shareholders Agreement and Senior Subordinated Note Purchase Agreement
included as Exhibits 7, 5 and 4, respectively, to this


                               (Page 26 of 31)
<PAGE>


Schedule 13D, and incorporated in this Item 6 in their entirety where such
references and descriptions appear.

         Reference is made to the descriptions of the Bermuda Participation
Agreement in Item 5 of this Statement and to the Bermuda Participation
Agreement which is annexed hereto as Exhibit 2, which is incorporated herein
by reference.

         Reference is made to the descriptions of the Opt-Out Fund
Participation Agreement in Item 5 of this Statement and to the Opt-Out
Fund Participation Agreement which is annexed hereto as Exhibit 3, which is
incorporated herein by reference.

Item 7.  Materials to be Filed as Exhibits


      Exhibit No.         Description
      -----------         -----------

           1              Joint Filing Agreement, dated as of March 17, 2003,
                          by and among MatlinPatterson LLC, MatlinPatterson
                          Asset Management LLC, MatlinPatterson Global
                          Advisers LLC, MatlinPatterson Global Partners LLC,
                          MatlinPatterson Global Opportunities Partners L.P.,
                          MatlinPatterson Global Opportunities Partners
                          (Bermuda) L.P., MatlinPatterson Global Opportunities
                          Partners B, L.P. Mark Patterson and David Matlin.

           2              Participation Agreement, dated as of May 15, 2001
                          by and between MatlinPatterson Global Opportunities
                          L.P. (formerly, CSFB Global Opportunities Partners,
                          L.P.) and MatlinPatterson Global Opportunities
                          Partners (Bermuda) L.P. (formerly, CSFB Global
                          Opportunities Partners (Bermuda), L.P.)

           3              Participation Agreement, dated as of July 16, 2002
                          by and between MatlinPatterson Global Opportunities
                          L.P. and MatlinPatterson Global Opportunities
                          Partners B, L.P.

           4              Senior Subordinated Note Purchase Agreement, dated
                          March 5, 2003, by and between the Issuer and its
                          affiliates and MatlinPatterson Global Opportunities
                          Partners L.P.

          5(a)            Shareholders Agreement, dated as of March 5, 2003, by
                          and the Issuer, MatlinPatterson Global Opportunities
                          Partners L.P., Northeast Investors Trust, One Group
                          Income Bond Fund, One Group High Yield Bond Fund,
                          Southern Ute Growth Fund, Southern Ute Permanent
                          Fund, CHYPS 1997-1 Ltd., CHYPS 1999-1 Ltd., James G.
                          Boyd and Jerry Zucker.

          6(b)            Amended Modified Disclosure Statement for Joint
                          Amended Modified Plan of Reorganization of the
                          Issuer and its affiliates under Chapter 11 of the
                          Bankruptcy Code, dated November 25, 2002.

           7              Debtor's Joint Second Amended Modified Plan of
                          Reorganization of the Issuer and its affiliates
                          under Chapter 11 of the Bankruptcy Code, dated


                  (Page 27 of 31)
<PAGE>


                          January 16, 2003.

(a) Incorporated by reference from Exhibit 3 to the Registration Statement on
Form 8-A filed on March 6, 2003 by Polymer Group, Inc.

(b) Incorporated by reference from Exhibit T3E1 to the Application for
Qualification of Indentures on Form T-3 filed on December 17, 2002 by Polymer
Group, Inc.


                               (Page 28 of 31)
<PAGE>


                                   SIGNATURE

         After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.

Dated: March 17, 2003

                                 MATLINPATTERSON LLC


                                 By:  /s/ Mark R. Patterson
                                     ----------------------------------------
                                        Name:  Mark R. Patterson
                                        Title: Member


                                 MATLINPATTERSON ASSET MANAGEMENT LLC


                                 By:  /s/ Mark R. Patterson
                                     ----------------------------------------
                                        Name:  Mark R. Patterson
                                        Title: Chairman


                                 MATLINPATTERSON GLOBAL ADVISERS LLC


                                 By:  /s/ Mark R. Patterson
                                     ----------------------------------------
                                        Name:  Mark R. Patterson
                                        Title: Chairman


                                 MATLINPATTERSON GLOBAL PARTNERS
                                 LLC


                                 By:  /s/ Mark R. Patterson
                                     ----------------------------------------
                                        Name:  Mark R. Patterson
                                        Title: Director


                                 MATLINPATTERSON GLOBAL
                                 OPPORTUNITIES PARTNERS L.P.


                                 By:  MatlinPatterson Global Partners LLC


                                 By:   /s/ Mark R. Patterson
                                      ---------------------------------------
                                        Name:  Mark R. Patterson
                                        Title: Director


                               (Page 29 of 31)
<PAGE>


                                 MATLINPATTERSON GLOBAL
                                 OPPORTUNITIES PARTNERS B, L.P.


                                 By:  MatlinPatterson Global Partners LLC


                                 By:  /s/ Mark R. Patterson
                                     ----------------------------------------
                                        Name:  Mark R. Patterson
                                        Title: Director


                                 MATLINPATTERSON GLOBAL
                                 OPPORTUNITIES PARTNERS (BERMUDA) L.P.

                                 By:  MatlinPatterson Global Partners LLC

                                 By:  /s/ Mark R. Patterson
                                     ----------------------------------------
                                        Name:  Mark R. Patterson
                                        Title: Director

                                 DAVID J. MATLIN

                                 By:  /s/ David J. Matlin
                                     ----------------------------------------
                                        Name:  David J. Matlin

                                 MARK R. PATTERSON

                                 By:  /s/ Mark R. Patterson
                                     ----------------------------------------
                                        Name:  Mark R. Patterson


                               (Page 30 of 31)
<PAGE>


                                 EXHIBIT INDEX
                                 -------------

      Exhibit No.         Description
      -----------         -----------

           1              Joint Filing Agreement, dated as of March 17, 2003,
                          by and among MatlinPatterson LLC, MatlinPatterson
                          Asset Management LLC, MatlinPatterson Global
                          Advisers LLC, MatlinPatterson Global Partners LLC,
                          MatlinPatterson Global Opportunities Partners L.P.,
                          MatlinPatterson Global Opportunities Partners
                          (Bermuda) L.P., MatlinPatterson Global Opportunities
                          Partners B, L.P. Mark Patterson and David Matlin.

           2              Participation Agreement, dated as of May 15, 2001
                          by and between MatlinPatterson Global Opportunities
                          L.P. (formerly, CSFB Global Opportunities Partners,
                          L.P.) and MatlinPatterson Global Opportunities
                          Partners (Bermuda) L.P. (formerly, CSFB Global
                          Opportunities Partners (Bermuda), L.P.)

           3              Participation Agreement, dated as of July 16, 2002
                          by and between MatlinPatterson Global Opportunities
                          L.P. and MatlinPatterson Global Opportunities
                          Partners B, L.P.

           4              Senior Subordinated Note Purchase Agreement, dated
                          March 5, 2003, by and between Polymer Group, Inc.
                          and its affiliates and MatlinPatterson Global
                          Opportunities Partners L.P.

          5(a)            Shareholders Agreement, dated as of March 5, 2003,
                          by and among Polymer Group, Inc., MatlinPatterson
                          Global Opportunities Partners L.P., Northeast
                          Investors Trust, One Group Income Bond Fund, One
                          Group High Yield Bond Fund, Southern Ute Growth
                          Fund, Southern Ute Permanent Fund, CHYPS 1997-1
                          Ltd., CHYPS 1999-1 Ltd., James G. Boyd and Jerry
                          Zucker.

          6(b)            Amended Modified Disclosure Statement for Joint
                          Amended Modified Plan of Reorganization of Polymer
                          Group, Inc. and its affiliates under Chapter 11 of
                          the Bankruptcy Code, dated November 25, 2002.

           7              Debtor's Joint Second Amended Modified Plan of
                          Reorganization of Polymer Group, Inc. and its
                          affiliates under Chapter 11 of the Bankruptcy Code,
                          dated January 16, 2003.

(a) Incorporated by reference from Exhibit 3 to the Registration Statement on
Form 8-A filed on March 6, 2003 by Polymer Group, Inc.

(b) Incorporated by reference from Exhibit T3E1 to the Application for
Qualification of Indentures on Form T-3 filed on December 17, 2002 by Polymer
Group, Inc.


                                (Page 31 of 31)


