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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 8, 1997
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Synthetic Industries, Inc.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 33-11479 58-1049400
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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309 LaFayette Road, Chickamauga, Georgia 30707
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (706) 375-3121
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Item 5. Other Events
On January 8, 1997, Synthetic Industries, Inc. commenced a tender
offer to purchase for cash any and all of its 12 3/4% Senior Subordinated
Debentures due December 1, 2002 (the "Debentures"), and a solicitation of
consents to amend the indenture pursuant to which the Debentures were issued.
Attached hereto as Exhibit 99 is the press release issued on January 8, 1997,
announcing the commencement of the tender offer and consent solicitation.
Item 7. Financial Statements and Exhibits
Exhibit 99 Text of press release issued on January 8, 1997
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 14, 1997 By: /s/ JOSEPH SINICROPI
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Name: Joseph Sinicropi
Title: Chief Financial Officer and
Secretary
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INDEX TO EXHIBITS
Exhibit
No. Description
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99 Text of press release issued on January 8, 1997
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Exhibit 99
FOR IMMEDIATE RELEASE
SYNTHETIC INDUSTRIES, INC. TO COMMENCE CASH TENDER OFFER
For 12 3/4% Senior Subordinated Debentures due 2002
Chickamauga, Georgia (January 8, 1997) - Synthetic Industries, Inc.
(NASDAQ: SIND) (the "Company") announced today that it has commenced an offer
to purchase for cash any and all of the outstanding $140 million of the
Company's 12 3/4% Senior Subordinated Debentures due December 1, 2002 (the
"Debentures"), and a solicitation for consents to amend the indenture (the
"Indenture") pursuant to which the Debentures were issued. The Dealer Manager
for the offer and consent solicitation is Bear, Stearns & Co. Inc.
Subject to the terms and conditions set forth in the Offer to Purchase
and Consent Solicitation and the Consent and Letter of Transmittal, the total
amount payable by the Company for Debentures validly tendered and consents
properly delivered will be equal to an amount calculated in a manner intended
to result in a yield to December 1, 1997, the first call date for the
Debentures, equal to the sum of the comparable treasury yield and 100 basis
points, plus accrued interest. At January 7, 1997, that price was 110.855% of
the principal amount of such Debentures plus accrued interest.
The offer and consent solicitation are conditioned upon, among other
things, the valid tender of at least a majority of the aggregate outstanding
principal amount of the Debentures, the satisfaction of all conditions relating
to the consummation of a debt financing, and the receipt by the Company of
consents from the holders of a majority of the aggregate outstanding principal
amount of the Debentures to eliminate substantially all of the restrictive
covenants and delete or amend certain events of default and related provisions
of the Indenture.
The offer and consent solicitation will expire at 5:00 p.m., New York
City time, on February 5, 1997, unless extended by the Company. The comparable
treasury yield will be the yield on the 6% United States Treasury Note due
November 30, 1997 at 2:00 p.m., New York City time, on the tenth day
immediately preceding the expiration date. Holders of Debentures may
participate in the offer only through the completion of a Consent and Letter
and Transmittal. Copies of the Consent and Letter of Transmittal may be
obtained from D.F. King & Co., Inc., the Information Agent, at (800) 488-8075.
Synthetic Industries, Inc. is a producer of polypropylene fabrics and
fibers.
CONTACT: Joseph Sinicropi, Chief Financial Officer of Synthetic
Industries, Inc., (706) 375-3121
