<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 1997
REGISTRATION NO. 333-28817
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
SYNTHETIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 2221 58-1049400
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification Number)
organization)
</TABLE>
309 LAFAYETTE ROAD
CHICKAMAUGA, GEORGIA 30707
(706) 375-3121
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
---------------------
JOSEPH F. DANA, ESQ.
CHIEF OPERATING OFFICER AND GENERAL COUNSEL
SYNTHETIC INDUSTRIES, INC.
309 LAFAYETTE ROAD
CHICKAMAUGA, GEORGIA 30707
(706) 375-3121
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of Communications to:
MARK ZVONKOVIC, ESQ.
KING & SPALDING
120 WEST 45TH STREET
NEW YORK, NEW YORK 10036
(212) 556-2100
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement is declared effective and the Plan
of Withdrawal and Dissolution referred to in the Joint Proxy Statement and
Prospectus forming a part of this Registration Statement is approved.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may, in advance of the final disposition of any civil, criminal,
administrative or investigative action, suit or proceeding, pay the expenses
(including attorneys' fees) incurred by any officer, director, employee or agent
in defending such action, provided that the director or officer undertakes to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation. A corporation may indemnify such
person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
A Delaware corporation may indemnify officers and directors in an action by
or in the right of the corporation to procure a judgment in its favor under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against the expenses (including attorneys' fees) which he or she actually
and reasonably incurred in connection therewith. The indemnification provided is
not deemed to be exclusive of any other rights to which an officer or director
may be entitled under any corporation's by-laws, agreement, vote or otherwise.
In accordance with Section 145 of the DGCL, Article VII of the Company's
Certificate of Incorporation, as amended and restated (the "Restated
Certificate") provides that the Company may indemnify, to the fullest extent
permitted by applicable law in effect from time to time, any person, and the
estate and personal representative of any such person, against all liability and
expense (including attorneys' fees) incurred by reason of the fact that such
person is or was a director, officer, fiduciary, or agent of the Company, or,
while serving as a director, officer, fiduciary or agent of the Company, is or
was serving at the request of the Company as a director, officer, partner,
trustee, employee, fiduciary, or agent of, or in any similar managerial or
fiduciary position of another domestic or foreign corporation or other
individual or entity or of an employee benefit plan to the extent and in the
manner provided in any bylaw, resolution of the directors, resolution of the
stockholders, contract, or otherwise so long as such indemnification is legally
permissible.
The foregoing statements are subject to the detailed provisions of Section
145 of the DGCL and Article VII of the Restated Certificate.
II-1
<PAGE> 3
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
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<C> <S>
2.1 -- Acquisition Agreement dated November 21, 1986 between
Synthetic Industries, Inc., Synthetic Industries Limited,
Polyweave Corporation, the shareholders of Synthetic
Industries, Inc., Synthetic Industries Limited and SI
Holding Inc., including exhibits thereto.(1)
2.2 -- Plan and Agreement of Merger dated December 4, 1986.(1)
2.3 -- Asset Purchase Agreement dated October 12, 1990 between
Synthetic Industries, Inc. and Chicopee.(2)
3.1 -- Amended and Restated Limited Partnership Agreement of
Synthetic Industries, L.P. dated as of November 11, 1986
(with all amendments thereto) (previously filed).
3.2 -- Certificate of Incorporation of Synthetic Industries,
Inc. filed with the Secretary of the State of
Delaware.(10)
3.3 -- Amended and Restated By-Laws of Synthetic Industries,
Inc.(10)
4.1 -- Indenture dated as of December 14, 1992 between Synthetic
Industries, Inc. and United States Trust Company of New
York, Trustee, with respect to the 12 3/4% Senior
Subordinated Debentures due 2002.(4)
4.2 -- Supplemental Indenture dated as of October 20, 1995
between Synthetic Industries, Inc. and United States
Trust Company of New York, Trustee, with respect to the
12 3/4% Senior Subordinated Debentures due 2002
(previously filed).
4.3 -- Supplemental Indenture dated as of February 11, 1997
between Synthetic Industries, Inc. and United States
Trust Company of New York, Trustee, with respect to the
12 3/4% Senior Subordinated Debentures due 2002
(previously filed).
4.4 -- Indenture dated as of February 11, 1997 between Synthetic
Industries, Inc. and United States Trust Company of New
York, Trustee, with respect to the 9 1/4 Senior
Subordinated Notes due 2007.(16)
4.5 -- Registration Rights Agreement, dated as of February 11,
1997, between Synthetic Industries, Inc. and Bear,
Stearns & Co. Inc.(16)
4.6 -- Registration Rights Agreement, dated as of October 31,
1996, between Synthetic Industries, Inc. and Synthetic
Industries, L.P.(12)
5.1 -- Opinion of King & Spalding (previously filed).
8.1 -- Opinion of King & Spalding with respect to federal income
tax matters (previously filed).
10.1 -- Fourth Amended and Restated Revolving Credit and Security
Agreement dated as of October 20, 1995 among Synthetic
Industries, Inc., BankBoston and other Lenders listed on
Schedule I thereto, and BankBoston, as agent on behalf of
the Lenders.(9)
10.2 -- Amendment No.1 to the Fourth Amended and Restated
Revolving Credit and Security Agreement dated as of
December 1, 1995.(9)
10.3 -- Amendment No.2 to the Fourth Amended and Restated
Revolving Credit and Security Agreement dated as of
February 14, 1996.(11)
10.4 -- Amendment No.3 to the Fourth Amended and Restated
Revolving Credit and Security Agreement dated as of March
15, 1996.(9)
10.5 -- US Patent No. 4,867,614, Reinforced Soil and Method (Exp.
December 13, 2003).(2)
</TABLE>
II-2
<PAGE> 4
<TABLE>
<S> <C>
10.6 -- US Patent No. 4,790,691, Fiber Reinforced Soil and Method
(Exp. December 13, 2003).(2)
10.7 -- US Patent No. 5,007,766, Shaped Barrier for Erosion
Control and Sediment Collection (Exp. April 16, 2008).(2)
10.8 -- Lease agreement dated November 22, 1971 between Murray
Sobel and Synthetic Industries, Inc. (including all
amendments to date).(1)
10.9 -- Lease agreement dated February 13, 1969, between Murray
Sobel and wife, Marcela S. Sobel, and Joseph F. Decosimo,
Frank M. Thompson and Murray Sobel, Trustees and
Synthetic Industries, Inc. (including all amendments to
date).(1)
10.10 -- Lease agreement dated December 17, 1990 between Chicopee
and Synthetic Industries, Inc.(2)
10.11 -- Lease agreement dated January 17, 1991 between Herchel L.
Webster and Allie Ree Webster and Synthetic Industries,
Inc. (the "Lumite Lease").(2)
10.12 -- Amendment to the Lumite Lease dated October 1, 1992.(6)
10.13 -- Consulting Agreement dated July 23, 1991 between Texpro
Limitada y Cia S.C.A. and Synthetic Industries,
Limited.(2)
10.14 -- Supply Contract between Eastman Chemical Products, Inc.
and Synthetic Industries, Inc. dated December 13,
1991.(7)
10.15 -- Agreement dated September 6, 1996 between Leonard Chill
and Synthetic Industries, Inc.(13)
10.16 -- Agreement dated September 6, 1996 between W. Wayne Freed
and Synthetic Industries, Inc.(13)
10.17 -- Agreement dated September 6, 1996 between Ralph A. Kenner
and Synthetic Industries, Inc.(13)
10.18 -- Agreement dated September 6, 1996 between William Gardner
Wright, Jr. and Synthetic Industries, Inc.(13)
10.19 -- Agreement dated September 6, 1996 between John M. Long
and Synthetic Industries, Inc.(13)
10.20 -- Agreement dated September 6, 1996 between Charles T.
Koerner and Synthetic Industries, Inc.(13)
10.21 -- Agreement dated September 1, 1984 between Robert J.
Breyley, Sr. and Fibermesh Company.(2)
10.22 -- Agreement dated September 6, 1996 between Joseph
Sinicropi and Synthetic Industries, Inc.(13)
10.23 -- Agreement dated September 6, 1996 between W.O.
Falkenberry and Synthetic Industries, Inc.(13)
10.24 -- Agreement dated September 6, 1996 between Bobby Callahan
and Synthetic Industries, Inc.(13)
10.25 -- 1994 Stock Option Plan for Non-Employee Directors.(8)
10.26 -- 1994 Stock Option Plan.(8)
10.27 -- 1996 Stock Option Plan.(11)
10.28 -- Incentive Compensation Plan Fiscal Year 1994/1995.(11)
10.29 -- Incentive Compensation Plan Fiscal Year 1995/1996.(11)
10.30 -- Amendment No. 4 to the Fourth Amended and Restated
Revolving Credit and Security Agreement dated as of
September 27, 1996.(13)
</TABLE>
II-3
<PAGE> 5
<TABLE>
<C> <S>
10.31 -- Amendment No. 5 to the Fourth Amended and Restated
Revolving Credit and Security Agreement dated as of
October 28, 1996.(14)
10.32 -- Amendment No. 6 to the Fourth Amended and Restated
Revolving Credit and Security Agreement dated as of
January 29, 1997.(15)
10.33 -- Asset Sale Agreement by and between Spartan Mills and
Synthetic Industries, Inc. dated as of February 27, 1997
(previously filed).
10.34 -- Lease Agreement by and between Spartan Mills and
Synthetic Industries, Inc. dated as of February 27, 1997
(previously filed).
10.35 -- Agreement and Plan of Withdrawal and Dissolution.
(Incorporated by reference to Annex A to the Proxy
Statement and Prospectus.)
10.36 -- Agreement dated May 21, 1997 between Joseph F. Dana and
Synthetic Industries, Inc. (previously filed).
21. -- List of Subsidiaries of Synthetic Industries, Inc.(2)
23.1 -- Consent of King & Spalding (included in Exhibit 5.1).
23.2 -- Consent of Deloitte & Touche LLP (previously filed).
24 -- Powers of attorney (previously filed).
99.1 -- Press release, dated June 9, 1997, with respect to the
filing of this Registration Statement (previously filed).
99.2 -- Opinion of Patricof & Co. Capital Corp. (Incorporated by
reference to Annex C to the Proxy Statement and
Prospectus.)
99.3 -- Form of Proxy.
99.4 -- Form of Promissory Note between Synthetic Industries,
Inc. and Synthetic Industries, L.P. (previously filed).
99.5 -- Letter to the Limited Partners of Synthetic Industries,
L.P., dated September , 1997 (previously filed).
</TABLE>
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(1) Filed as an exhibit to the Company's Registration Statement on Form S-1
(33-11479) as filed with the Securities and Exchange Commission on January
23, 1987 and incorporated herein by reference.
(2) Filed as an exhibit to the Company's Registration Statement on Form S-1
(33-51206) as filed with the Securities and Exchange Commission on August
24, 1992 and incorporated herein by reference.
(3) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1993 and incorporated herein by reference.
(4) Filed as an exhibit to the Company's Amendment No. 3 to the Registration on
Form S-1 (33-51206) as filed with the Securities and Exchange Commission on
December 4, 1992 and incorporated herein by reference.
(5) Filed as an exhibit to the Partnership's Registration Statement on Form 10
(0-21548) as filed with the Securities and Exchange Commission on April 16,
1993 and incorporated herein by reference.
(6) Filed as an exhibit to the Partnership's Amendment No. 1 to the
Registration Statement on Form 10 (0-21548) as filed with the Securities
and Exchange Commission on August 10, 1993 and incorporated herein by
reference.
(7) Pursuant to an order dated October 19, 1992, the Securities and Exchange
Commission granted confidential treatment with respect to certain portions
of this exhibit under Rule 406 of the Securities Act of 1933, as amended.
(8) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994 and incorporated herein by reference.
(9) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995 and incorporated herein by reference.
II-4
<PAGE> 6
(10) Filed as an exhibit to the Company's Registration Statement on Form 8-A
(0-12357) as filed with the Securities and Exchange Commission on October
24, 1996 and incorporated herein by reference.
(11) Filed as an exhibit to the Company's Registration Statement on Form S-1
(333-09377) as filed with the Securities and Exchange Commission on August
1, 1996 and incorporated herein by reference.
(12) Filed as an exhibit to Amendment No.1 to the Company's Registration
Statement on Form S-1 (333-09377) as filed with the Securities and Exchange
Commission on September 13, 1996 and incorporated herein by reference.
(13) Filed as an exhibit to Amendment No.2 to the Company's Registration
Statement on Form S-1 (333-09377) as filed with the Securities and Exchange
Commission on October 2, 1996 and incorporated herein by reference.
(14) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1996 and incorporated herein by reference.
(15) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
three months ended December 31, 1996 and incorporated herein by reference.
(16) Filed as an exhibit to the Company's Registration Statement on Form S-4
(File No. 333-23167) as filed with the Securities and Exchange Commission
on March 12, 1997 and incorporated herein by reference.
ITEM 22. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the forgoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(b) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into this Proxy
Statement/Prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 4 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Chickamauga, State of Georgia, on the 17th day of September, 1997.
SYNTHETIC INDUSTRIES, INC.
By: /s/ LEONARD CHILL
------------------------------------
Leonard Chill
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 4 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
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/s/ LEONARD CHILL President, Chief Executive September 17, 1997
- ----------------------------------------------------- Officer and Director
Leonard Chill (Principal Executive
Officer)
/s/ JOSEPH SINICROPI* Chief Financial Officer and September 17, 1997
- ----------------------------------------------------- Secretary (Principal
Joseph Sinicropi Financial Officer and
Principal Accounting
Officer)
/s/ JOSEPH F. DANA* Chief Operating Officer, September 17, 1997
- ----------------------------------------------------- General Counsel and Director
Joseph F. Dana
/s/ LEE J. SEIDLER* Director September 17, 1997
- -----------------------------------------------------
Lee J. Seidler
/s/ WILLIAM J. SHORTT* Director September 17, 1997
- -----------------------------------------------------
William J. Shortt
/s/ ROBERT L. VOIGT* Director September 17, 1997
- -----------------------------------------------------
Robert L. Voigt
*By: /s/ JOSEPH SINICROPI
------------------------------------------------
Joseph Sinicropi
Attorney-in-Fact
</TABLE>
II-6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS
NUMBER DESCRIPTION
-------- -----------
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2.1 -- Acquisition Agreement dated November 21, 1986 between
Synthetic Industries, Inc., Synthetic Industries Limited,
Polyweave Corporation, the shareholders of Synthetic
Industries, Inc., Synthetic Industries Limited and SI
Holding Inc., including exhibits thereto.(1)
2.2 -- Plan and Agreement of Merger dated December 4, 1986.(1)
2.3 -- Asset Purchase Agreement dated October 12, 1990 between
Synthetic Industries, Inc. and Chicopee.(2)
3.1 -- Amended and Restated Limited Partnership Agreement of
Synthetic Industries, L.P. dated as of November 11, 1986
(with all amendments thereto) (previously filed).
3.2 -- Certificate of Incorporation of Synthetic Industries,
Inc. filed with the Secretary of the State of
Delaware.(10)
3.3 -- Amended and Restated By-Laws of Synthetic Industries,
Inc.(10)
4.1 -- Indenture dated as of December 14, 1992 between Synthetic
Industries, Inc. and United States Trust Company of New
York, Trustee, with respect to the 12 3/4% Senior
Subordinated Debentures due 2002.(4)
4.2 -- Supplemental Indenture dated as of October 20, 1995
between Synthetic Industries, Inc. and United States
Trust Company of New York, Trustee, with respect to the
12 3/4% Senior Subordinated Debentures due 2002
(previously filed).
4.3 -- Supplemental Indenture dated as of February 11, 1997
between Synthetic Industries, Inc. and United States
Trust Company of New York, Trustee, with respect to the
12 3/4% Senior Subordinated Debentures due 2002
(previously filed).
4.4 -- Indenture dated as of February 11, 1997 between Synthetic
Industries, Inc. and United States Trust Company of New
York, Trustee, with respect to the 9 1/4 Senior
Subordinated Notes due 2007.(16)
4.5 -- Registration Rights Agreement, dated as of February 11,
1997, between Synthetic Industries, Inc. and Bear,
Stearns & Co. Inc.(16)
4.6 -- Registration Rights Agreement, dated as of October 31,
1996, between Synthetic Industries, Inc. and Synthetic
Industries, L.P.(12)
5.1 -- Opinion of King & Spalding (previously filed).
8.1 -- Opinion of King & Spalding with respect to federal income
tax matters (previously filed).
10.1 -- Fourth Amended and Restated Revolving Credit and Security
Agreement dated as of October 20, 1995 among Synthetic
Industries, Inc., BankBoston and other Lenders listed on
Schedule I thereto, and BankBoston, as agent on behalf of
the Lenders.(9)
10.2 -- Amendment No. 1 to the Fourth Amended and Restated
Revolving Credit and Security Agreement dated as of
December 1, 1995.(9)
10.3 -- Amendment No. 2 to the Fourth Amended and Restated
Revolving Credit and Security Agreement dated as of
February 14, 1996.(11)
10.4 -- Amendment No. 3 to the Fourth Amended and Restated
Revolving Credit and Security Agreement dated as of March
15, 1996.(9)
10.5 -- US Patent No. 4,867,614, Reinforced Soil and Method (Exp.
December 13, 2003).(2)
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBITS
NUMBER DESCRIPTION
-------- -----------
<C> <S>
10.6 -- US Patent No. 4,790,691, Fiber Reinforced Soil and Method
(Exp. December 13, 2003).(2)
10.7 -- US Patent No. 5,007,766, Shaped Barrier for Erosion
Control and Sediment Collection (Exp. April 16, 2008).(2)
10.8 -- Lease agreement dated November 22, 1971 between Murray
Sobel and Synthetic Industries, Inc. (including all
amendments to date).(1)
10.9 -- Lease agreement dated February 13, 1969, between Murray
Sobel and wife, Marcela S. Sobel, and Joseph F. Decosimo,
Frank M. Thompson and Murray Sobel, Trustees and
Synthetic Industries, Inc. (including all amendments to
date).(1)
10.10 -- Lease agreement dated December 17, 1990 between Chicopee
and Synthetic Industries, Inc.(2)
10.11 -- Lease agreement dated January 17, 1991 between Herchel L.
Webster and Allie Ree Webster and Synthetic Industries,
Inc. (the "Lumite Lease").(2)
10.12 -- Amendment to the Lumite Lease dated October 1, 1992.(6)
10.13 -- Consulting Agreement dated July 23, 1991 between Texpro
Limitada y Cia S.C.A. and Synthetic Industries,
Limited.(2)
10.14 -- Supply Contract between Eastman Chemical Products, Inc.
and Synthetic Industries, Inc. dated December 13,
1991.(7)
10.15 -- Agreement dated September 6, 1996 between Leonard Chill
and Synthetic Industries, Inc.(13)
10.16 -- Agreement dated September 6, 1996 between W. Wayne Freed
and Synthetic Industries, Inc.(13)
10.17 -- Agreement dated September 6, 1996 between Ralph A. Kenner
and Synthetic Industries, Inc.(13)
10.18 -- Agreement dated September 6, 1996 between William Gardner
Wright, Jr. and Synthetic Industries, Inc.(13)
10.19 -- Agreement dated September 6, 1996 between John M. Long
and Synthetic Industries, Inc.(13)
10.20 -- Agreement dated September 6, 1996 between Charles T.
Koerner and Synthetic Industries, Inc.(13)
10.21 -- Agreement dated September 1, 1984 between Robert J.
Breyley, Sr. and Fibermesh Company.(2)
10.22 -- Agreement dated September 6, 1996 between Joseph
Sinicropi and Synthetic Industries, Inc.(13)
10.23 -- Agreement dated September 6, 1996 between W.O.
Falkenberry and Synthetic Industries, Inc.(13)
10.24 -- Agreement dated September 6, 1996 between Bobby Callahan
and Synthetic Industries, Inc.(13)
10.25 -- 1994 Stock Option Plan for Non-Employee Directors.(8)
10.26 -- 1994 Stock Option Plan.(8)
10.27 -- 1996 Stock Option Plan.(11)
10.28 -- Incentive Compensation Plan Fiscal Year 1994/1995.(11)
10.29 -- Incentive Compensation Plan Fiscal Year 1995/1996.(11)
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBITS
NUMBER DESCRIPTION
- --------------------------- ------------------------------------------------------------------------------------------
<C> <S>
10.30 -- Amendment No. 4 to the Fourth Amended and Restated Revolving Credit and Security
Agreement dated as of September 27, 1996.(13)
10.31 -- Amendment No. 5 to the Fourth Amended and Restated Revolving Credit and Security
Agreement dated as of October 28, 1996.(14)
10.32 -- Amendment No. 6 to the Fourth Amended and Restated Revolving Credit and Security
Agreement dated as of January 29, 1997.(15)
10.33 -- Asset Sale Agreement by and between Spartan Mills and Synthetic Industries, Inc. dated
as of February 27, 1997 (previously filed).
10.34 -- Lease Agreement by and between Spartan Mills and Synthetic Industries, Inc. dated as of
February 27, 1997 (previously filed).
10.35 -- Agreement and Plan of Withdrawal and Dissolution. (Incorporated by reference to Annex A
to the Proxy Statement and Prospectus.)
10.36 -- Agreement dated May 21, 1997 between Joseph F. Dana and Synthetic Industries, Inc.
(previously filed).
21. -- List of Subsidiaries of Synthetic Industries, Inc.(2)
23.1 -- Consent of King & Spalding (included in Exhibit 5.1).
23.2 -- Consent of Deloitte & Touche LLP (previously filed).
24 -- Powers of attorney (previously filed).
99.1 -- Press release, dated June 9, 1997, with respect to the filing of this Registration
Statement (previously filed).
99.2 -- Opinion of Patricof & Co. Capital Corp. (Incorporated by reference to Annex C to the
Proxy Statement and Prospectus.)
99.3 -- Form of Proxy.
99.4 -- Form of Promissory Note between Synthetic Industries, Inc. and Synthetic Industries,
L.P. (previously filed).
99.5 -- Letter to the Limited Partners of Synthetic Industries, L.P., dated September , 1997
(previously filed).
</TABLE>
- ---------------
(1) Filed as an exhibit to the Company's Registration Statement on Form S-1
(33-11479) as filed with the Securities and Exchange Commission on January
23, 1987 and incorporated herein by reference.
(2) Filed as an exhibit to the Company's Registration Statement on Form S-1
(33-51206) as filed with the Securities and Exchange Commission on August
24, 1992 and incorporated herein by reference.
(3) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1993 and incorporated herein by reference.
(4) Filed as an exhibit to the Company's Amendment No. 3 to the Registration on
Form S-1 (33-51206) as filed with the Securities and Exchange Commission on
December 4, 1992 and incorporated herein by reference.
(5) Filed as an exhibit to the Partnership's Registration Statement on Form 10
(0-21548) as filed with the Securities and Exchange Commission on April 16,
1993 and incorporated herein by reference.
(6) Filed as an exhibit to the Partnership's Amendment No. 1 to the
Registration Statement on Form 10 (0-21548) as filed with the Securities
and Exchange Commission on August 10, 1993 and incorporated herein by
reference.
(7) Pursuant to an order dated October 19, 1992, the Securities and Exchange
Commission granted confidential treatment with respect to certain portions
of this exhibit under Rule 406 of the Securities Act of 1933, as amended.
<PAGE> 1
PROXY
RELATING TO THE PLAN OF WITHDRAWAL AND DISSOLUTION OF
SYNTHETIC INDUSTRIES, L.P.
TO BE VOTED AT A SPECIAL MEETING OF
THE LIMITED PARTNERS ON , 1997
<TABLE>
<S> <C>
- -------------------------------------------------------------------------------------
NUMBER (OR
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) OF UNITS FRACTION) OF
(PLEASE FILL IN, IF BLANK) UNITS HELD
- -------------------------------------------------------------------------------------
------------------------
------------------------
------------------------
------------------------
------------------------
TOTAL
UNITS
- -------------------------------------------------------------------------------------
</TABLE>
A DULY EXECUTED AND PROPERLY COMPLETED COPY OF THIS PROXY MUST BE RECEIVED
BY THE SOLICITATION AGENT (AS DEFINED BELOW) ON OR BEFORE 5:00 P.M., NEW YORK
CITY TIME, ON , 1997 (THE "INITIAL SOLICITATION EXPIRATION DATE"),
UNLESS EXTENDED BY THE GENERAL PARTNER (AS DEFINED BELOW) IN ITS SOLE DISCRETION
TO NOT LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON , 1997 (AS
EXTENDED, THE "SOLICITATION EXPIRATION DATE"), AT THE FOLLOWING ADDRESS:
D.F. KING & CO., INC.
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BY HAND OR OVERNIGHT COURIER: BY MAIL:
77 WATER STREET WALL STREET STATION
20TH FLOOR P.O. BOX 1378
NEW YORK, NEW YORK 10005 NEW YORK, NEW YORK 10269-0285
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CALL TOLL FREE (800) 488-8095
Delivery of this Proxy (the "Proxy") to an address other than as set forth
above will not constitute a valid delivery. Telephonic inquiries concerning this
Proxy and the applicable procedures may be directed to D.F. King & Co., Inc.
(the "Solicitation Agent") at the above telephone number.
The undersigned acknowledges receipt of the Joint Proxy Statement and
Prospectus, dated , 1997 (the "Proxy Statement/Prospectus"), of
Synthetic Industries, L.P., a Delaware limited partnership (the "Partnership")
and Synthetic Industries, Inc., a Delaware corporation (the "Company"), and this
Proxy, which together constitute the solicitation (the "Solicitation") by SI
Management L.P., the general partner of the Partnership (the "General Partner"),
of (i) the consent of the holders ("Holders" or the "Limited Partners") of the
limited partner units (the "Units") of the Partnership to the Plan of Withdrawal
and Dissolution (the "Plan") of the Partnership and (ii) the written request of
the Limited Partners to amend the Partnership Agreement to permit the
Withdrawal, each as more fully described in the Proxy Statement/Prospectus. Each
Limited Partner is requested to carefully read this Proxy. The Solicitation will
expire on the Solicitation Expiration Date, unless extended by the General
Partner in its sole discretion to a later date, but will expire in any case at
5:00 p.m. New York City time, on , 1997, in which case such later date
shall be the Solicitation Expiration Date. All capitalized terms used but not
defined herein shall have the meanings given such terms in the Proxy
Statement/Prospectus.
In order to effect certain elements of the Plan, an amendment to the
Partnership Agreement is required. In accordance with the Partnership Agreement,
such amendment must be approved by a majority in interest of the Limited
Partners. A vote "FOR" the Plan is deemed to be approval by a Limited Partner of
the proposed amendment to the Partnership Agreement. The proposed amendment is
attached as Exhibit A to the Plan, which is attached as Annex A to the Proxy
Statement/Prospectus. For a discussion of the proposed amendment to the
Partnership Agreement, see "The Plan of Withdrawal and Dissolution -- Amendment
of the Partnership Agreement."
In accordance with the terms of the Partnership Agreement, the Plan must be
approved by Limited Partners holding at least a majority in interest of the
outstanding Units, unless, within 30 days from the date of the Proxy
Statement/Prospectus,
<PAGE> 2
Limited Partners present the General Partner with a legal opinion that meets the
requirements of the Partnership Agreement and that has been approved by
two-thirds ( 2/3) in interest of the Limited Partners. In that event, approval
of the Plan will require the affirmative vote of Limited Partners holding at
least two-thirds ( 2/3) in interest of the outstanding Units. The Proxy
Statement/Prospectus constitutes the Asset Sale Notice (as defined therein) to
the Limited Partners. The last day of the thirty (30) day notice period is
, 1997. If an Opinion (as defined therein) is not obtained and
approved by two-thirds ( 2/3) in interest of the Limited Partners by
, 1997, the approval of the Plan shall require only the approval of Limited
Partners whose interest in the aggregate exceed fifty percent (50%) of the
interests of Limited Partners. For a discussion of the voting rights of Limited
Partners, see "Summary of Certain Terms of the Partnership Agreement -- Voting
Rights of Limited Partners" in the Proxy Statement/Prospectus.
The undersigned has completed, executed and delivered this Proxy to
indicate the action the undersigned desires to take with respect to the proposed
Plan.
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PLEASE READ THIS ENTIRE PROXY CAREFULLY
BEFORE CHECKING ANY BOX BELOW
It is a condition to a valid consent to the proposed Plan by a Holder of
Units (or a fraction thereof) that prior to the Solicitation Expiration Date
such Holder completes and delivers this Proxy to the Solicitation Agent.
IF THE PROPOSED PLAN IS APPROVED, SUCH APPROVAL WILL BIND ALL HOLDERS, AND
ANY HOLDER WHO DOES NOT VOTE FOR THE PLAN WILL BE ISSUED COMMON STOCK IN THE
DISSOLUTION AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS.
In order to make a valid Withdrawal Election to participate in the
Underwritten Sale pursuant to the Plan, you must properly complete and sign the
enclosed Withdrawal Election Agreement indicating the specified percentage, 25%,
50%, 75% or 100%, of your Units (or fraction thereof) of which the Shares
underlying such Units (or fraction thereof) you desire to have included in the
Underwritten Sale. No Withdrawal Election shall have been validly made unless
the Solicitation Agent shall have received this Proxy and a properly completed
and executed Withdrawal Election Agreement by 5:00 p.m., New York City time, on
the Solicitation Expiration Date (the "Election Deadline"). If, as of the
Election Deadline, the Solicitation Agent has not received this Proxy and a
Withdrawal Election Agreement from you, you shall be deemed not to have made a
Withdrawal Election with respect to your Units. If you make a Withdrawal
Election by submitting this Proxy and a Withdrawal Election Agreement to the
Solicitation Agent, you may at any time prior to the Election Deadline change or
revoke your Withdrawal Election by submitting a revised Withdrawal Election
Agreement, properly completed and signed, that is received by the Solicitation
Agent prior to the Election Deadline, or by voting in person at the Special
Meeting. The Withdrawal Election will be irrevocable upon the time of the
adoption of the Plan at the Special Meeting.
A Holder who wishes to consent to the proposed Plan should, prior to the
Solicitation Expiration Date, complete, sign, date and mail or otherwise deliver
this Proxy to the Solicitation Agent at the address set forth on the cover page
hereof.
A Holder from whom the Solicitation Agent has not received a Proxy or who
abstains shall be deemed a vote "AGAINST" the Plan. A Holder whose Proxy does
not otherwise indicate a choice in the space provided below, but is signed and
dated, shall be deemed a vote "FOR" the Plan.
The undersigned hereby represents and warrants that he, she or it has full
power and authority to give the Proxy contained herein. The undersigned will,
upon request, execute and deliver any additional documents deemed by the General
Partner or the Solicitation Agent to be necessary or desirable to perfect the
undersigned's consent (if any).
All authority conferred or agreed to be conferred by this Proxy shall be
deemed to be coupled with an interest and survive the death or incapacity of the
undersigned and every obligation of the undersigned under this Proxy shall be
binding upon the undersigned's heirs, personal representatives, executors,
administrators, guardians, successors and assigns.
The undesigned understands that Proxies delivered pursuant to any one of
the procedures described under the caption "Proxy and Withdrawal Election
Procedures" in the Proxy Statement/Prospectus and in the instructions hereto
will constitute a binding agreement between the undersigned and the Partnership
upon the terms and subject to the conditions set forth in the Proxy
Statement/Prospectus and in this Proxy.
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PROXY
Upon the terms and subject to the conditions of this Solicitation, the
undersigned hereby votes on the proposed Plan with respect to all of the
undersigned's Units (or all of the undersigned's fractional interests in Units)
as follows:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL CONSTITUTE A VOTE IN THE MANNER
DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL CONSTITUTE A VOTE
"FOR" THE PLAN.
WITHDRAWAL ELECTION
The undersigned has elected to make a Withdrawal Election to participate in
the Underwritten Sale and has enclosed a signed Withdrawal Election Agreement:
[ ] YES [ ] NO
WITNESS the due execution of the foregoing Proxy as of the date written
below.
* , 1997
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* , 1997
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Signature(s) of Holders(s) Date
or Authorized Signatory
Print Name and Address of Holder(s) and Name and Title of Person signing as
Agent or Fiduciary:
Name(s):
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(Please Print)
Capacity:
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Address:
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(Include Zip Code)
Area Code and Telephone Number: ( )
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* To be signed in exactly the same manner as the Units are registered. If
signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title
above. See Instruction 4 below.
<PAGE> 5
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE PROXY
1. DELIVERY OF THIS PROXY. A completed and duly executed copy of this Proxy
and any other documents required by this Proxy must be received by the
Solicitation Agent at its address set forth on the cover page hereof prior to
the Solicitation Expiration Date if the Holder desires to consent to the Plan.
The method of delivery of this Proxy and all other required documents to the
Solicitation Agent is at the election and risk of the Holder, but, except as
otherwise provided below, the delivery will be deemed made only when actually
received by the Solicitation Agent. In all cases, sufficient time should be
allowed to ensure timely delivery.
2. QUESTIONS REGARDING VALIDITY, FORM, ELIGIBILITY, ETC. All questions as
to the validity, form, eligibility (including time or receipt) and acceptance of
Proxies will be determined by the General Partner in its sole discretion, which
determination will be final and binding. The General Partner reserves the right
to reject any and all Proxies not validly given or any Proxies the General
Partner's acceptance of which would, in the opinion of the General Partner or
its counsel, be unlawful. The General Partner also reserves the right to waive
any defects or irregularities or conditions of the Solicitation and Plan. The
interpretation of the terms and conditions of the Solicitation and Plan
(including this Proxy and the instructions hereto) by the General Partner shall
be final and binding on all parties. Unless waived, any defects or
irregularities in connection with deliveries of Proxies must be cured within
such time as the General Partner may determine. Neither the General Partner nor
any other person shall be under any duty to give notification of defects or
irregularities with respect to deliveries of Proxies, nor shall any of them
incur any liability for failure to give such notification.
3. PROXY TO PROPOSED PLAN. Only a registered Holder of the Units (or a
fraction thereof) or his legal representative or attorney-in-fact may deliver a
Proxy.
4. SIGNATURES ON THIS PROXY. If this Proxy is signed by the registered
Holder(s) of the Units with respect to which this Proxy is given, the signature
must correspond with the names as contained on the books of the Partnership
without alteration, enlargement or any change whatsoever.
If any of the Units with respect to which the Proxy is given hereby are
owned of record by two or more joint owners, all such owners must sign this
Proxy.
If this Proxy is signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing and submit
evidence satisfactory to the General Partner of their authority so to act with
this Proxy.
5. REVOCATION OF PROXY. Any Holder who has consented to the proposed Plan
may revoke such Proxy by delivering written notice of such revocation to the
Solicitation Agent at any time prior to the Solicitation Expiration Date.
Thereafter, Proxies will no longer be revocable unless the Plan is not
consummated, in which event all Proxies will be revoked automatically. Any such
notice of revocation, to be effective, must indicate the Units (or fraction
thereof) to which it relates to be signed by the Holder in the same manner as
the original Proxy. Holders may also revoke their Proxies by attending the
Special Meeting and voting in person.
6. WAIVER OF CONDITIONS. Subject to applicable law, the General Partner
reserves the absolute right to amend, waive or modify specified conditions of
the Solicitation and the Plan.
7. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
Solicitation and the Plan or the procedure for consenting as well as requests
for assistance or for additional copies of the Proxy Statement/Prospectus and
this Proxy may be directed to the Solicitation Agent at one of the addresses and
telephone number indicated on the cover of this Proxy.
