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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, Inc.
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(Exact name of registrant as specified in its charter)
Georgia 33-11479 58-1049400
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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
of Synthetic Industries, L.P., the majority stockholder of Synthetic
Industries, Inc. (the "Registrant"). In connection with the Court's decision,
the Registrant filed a press release on March 23, 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, Inc.
dated March 23, 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: March 23, 1997 SYNTHETIC INDUSTRIES, Inc.
By: /s/ Joseph Sinicropi
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Joseph Sinicropi
Chief Financial Officer
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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, Inc. dated March 23, 1998.
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EXHIBIT 99.1
NEWS RELEASE
FOR: SYNTHETIC INDUSTRIES, INC.
CONTACT: Joseph Sinicropi
Chief Financial Officer
Synthetic Industries, Inc.
(706)375-3121, Ext. 1400
For Immediate Release
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June Filingeri, John Blackwell
Press Contact: Stan Froelich
Morgen-Walke Associates
(212)850-5600
SYNTHETIC INDUSTRIES, INC. REPORTS DECISION OF
DELAWARE SUPREME COURT ON DISSOLUTION OF LIMITED PARTNERSHIP
CHICKAMAUGA, GA, March 23, 1998 -- SYNTHETIC Industries, Inc.
(Nasdaq:SIND) today announced that Synthetic Industries, L.P., the Company's
majority stockholder, received an adverse decision from the Delaware Supreme
Court in an appeal of a preliminary injunction that had prevented the
dissolution of the Partnership. The Plan of Dissolution, which was approved by
the Partnership's limited partners last November, would have provided for an
orderly distribution of the shares of the Company's Common Stock held by the
Partnership. Until the implementation of the Plan or some alternative action by
the Partnership, the Common Stock will continue to be held by the Partnership
as it has since 1986.
Leonard Chill, Chairman and Chief Executive Officer of Synthetic
Industries, commented, "We are disappointed with the decision of the Delaware
Supreme Count. In November, approximately 70% of the limited partner interests
voted in favor of the plan. We therefore believed that the plan of dissolution
for the limited partnership was in the best interest of both the limited
partners and the common shareholders."
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 pressure 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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[Morgen-Walke Associates, Inc. Letterhead]
