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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
of Synthetic Industries, L.P. (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 L.P.,
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 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 March 23, 1998.
</TABLE>
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EXHIBIT 99.1
FOR: SYNTHETIC INDUSTRIES, L.P.
CONTACT: Leonard Chill
Synthetic Industries, L.P.
(706) 375-3121, Ext. 1279
For Immediate Release
SYNTHETIC INDUSTRIES, L.P. REPORTS DECISION OF
DELAWARE SUPREME COURT ON DISSOLUTION OF LIMITED PARTNERSHIP
CHICKAMAUGA, GA, March 23, 1998 -- SYNTHETIC Industries, L.P. today
announced that the Supreme Court of the State of Delaware, in its decision on
an interlocutory appeal filed by the Partnership, declined to overturn a
preliminary injunction entered by the Delaware Court of Chancery preventing the
Partnership from implementing the Partnership's Plan of Withdrawal and
Dissolution. The Plan, which was approved by Limited Partners holding
approximately 70% of the limited partner interests, was enjoined in connection
with a civil suit brought by a limited partner against the General Partner. If
implemented, the Plan would result in a dissolution of the Partnership and the
distribution to its approximately 1,850 Limited Partners of a combination of
cash and common stock in Synthetic Industries, Inc., a publicly traded
corporation in which the Partnership holds approximately 67% of the currently
issued and outstanding common stock. The General Partner is reviewing the
Delaware Court's decision to determine whether in light of the Court's opinion
any continued attempt by the General Partner to implement the Plan is
practicable. Until the implementation of the Plan or some alternative means of
distributing the Partnership's assets, 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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