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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 19, 1998
Synthetic Industries L.P.
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(Exact name of registrant as specified in its charter)
Georgia 0-21548 13-3397585
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(State of or Other (Commission File Number) (IRS Employer
Jurisdiction Incorporation) Identification No.)
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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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On March 19, 1998, the Delaware Supreme Court affirmed the October 23,
1997 decision of the Delaware Court of Chancery to preliminarily enjoin the
implementation of the proposed Agreement and Plan of Withdrawal and Dissolution
(the "Plan") of Synthetic Industries, L.P. (the "Registrant"). In connection
with the Court's decision, the Registrant has withdrawn the Plan and filed a
press release on May 14, 1998, a copy of which is attached as Exhibit 99.1.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Text of Press Release of Synthetic Industries L.P.,
dated May 14, 1998.
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SIGNATURES
Pursuant to the requirements of the Security Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 14, 1998 SYNTHETIC INDUSTRIES L.P.
By: SI Management L.P.
General Partner
By: Synthetic Management G.P.
General Partner
By: Chill Investments, Inc.
Managing General Partner
By: /s/ Leonard Chill
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Leonard Chill
President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Exhibit
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<S> <C>
99.1 Text of Press Release of Synthetic
Industries L.P., dated May 14, 1998.
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EXHIBIT 99.1
For Immediate Release
SYNTHETIC INDUSTRIES, L.P. REPORTS DECISION
TO WITHDRAW PLAN OF DISSOLUTION
CHICKAMAUGA, GA, May 14, 1998 -- Synthetic Industries, L.P. (the
"Partnership") today announced that it has withdrawn the Agreement and Plan of
Dissolution of the Partnership. The Plan of Dissolution, which was approved by
limited partners holding approximately 70% of the limited partner interests in
November 1997, would have provided for the orderly distribution to the
approximately 1,850 limited partners a combination of cash and shares of common
stock of Synthetic Industries, Inc. (Nasdaq: SIND) held by the Partnership.
The Plan of Dissolution was enjoined in connection with a civil suit brought by
two limited partners against the General Partner. In March 1998, the Supreme
Court of the State of Delaware declined to overturn the Partnership's appeal of
the preliminary injunction entered by the Delaware Court of Chancery that had
prevented the General Partner from implementing the Plan of Dissolution.
Although the General Partner believes that the Plan of Dissolution is in the
best interests of both the limited partners and the stockholders of Synthetic
Industries, Inc., the General Partner has concluded, in light of the court's
ruling, that continuing to pursue the implementation of the Plan of Dissolution
would be impractical. The Partnership will continue to hold its interest in
Synthetic Industries, Inc. as it has since 1986.
Synthetic Industries, Inc. is the second largest manufacturer of
polypropylene fabrics and fibers in the world. The Company's diverse mix of
products is sold worldwide for such end uses as carpet backing, geotextiles,
erosion control, concrete reinforcement and furniture construction fabrics.
This news release contains forward-looking statements that are subject to
certain risks, uncertainties and assumptions. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
projected. Among the key factors that could cause actual results to differ
materially from expectations, estimates of costs or projected or anticipated
results are changes in the price of polypropylene, the continued availability
of polypropylene, changes to cost estimates relating to specific projects,
changes in technology, success in developing and implementing new technologies
and processes, competitive pressures on prices, success in integrating and
operating acquired businesses, changes in economic and industry conditions and
changes in regulatory requirements (including changes in environmental
regulatory requirements). These and other risks and assumptions are described
in the Company's reports that are available from the United States Securities
and Exchange Commission.
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