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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(AMENDMENT NO. 2)
Tender Offer Statement Pursuant To
Section 14(d)(1) Of The Securities Exchange Act Of 1934
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SYNTHETIC INDUSTRIES, INC.
(Name of Subject Company)
SIND ACQUISITION, INC.
SIND HOLDINGS, INC.
INVESTCORP S.A.
(Bidders)
Common Stock, $1.00 par value per share
(Title of Class of Securities)
871914107
(CUSIP Number of Class of Securities)
E. Michael Greaney, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
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This Amendment No. 2 amends the Tender Offer Statement on Schedule 14D-1
(as amended, this "Statement") initially filed on November 12, 1999 by SIND
Acquisition, Inc., a Delaware corporation ("Purchaser") and wholly owned
subsidiary of SIND Holdings, Inc., a Delaware corporation ("Parent") formed at
the direction of Investcorp S.A., a Luxembourg corporation ("Investcorp"),
relating to Purchaser's offer to purchase all outstanding shares of common
stock, $1.00 par value per share (collectively, the "Shares"), of Synthetic
Industries, Inc., a Delaware corporation (the "Company"), at a price of $33.00
per Share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated November
12, 1999 (the "Offer to Purchase"), and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer").
Item 10. Additional Information
Item 10 is hereby amended and supplemented by adding the following information
thereto:
"A copy of Investcorp's press release announcing that the Offer has been
extended and that the Offer and withdrawal rights will now expire at 5:00 p.m.,
New York City time, on December 13, 1999, is filed as Exhibit (a)(9) to this
Statement and is incorporated herein by reference."
Item 11. Material to be Filed as Exhibits
Item 11 is hereby amended by adding the following exhibit.
(a)(9) Press Release, dated December 13, 1999, issued by Investcorp
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
SIND ACQUISITION, INC.
/s/ Christopher J. O'Brien
By: _________________________________
Name: Christopher J. O'Brien
Title: President
Dated: December 13, 1999
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
SIND HOLDINGS, INC.
/s/ Christopher J. O'Brien
By: _________________________________
Name: Christopher J. O'Brien
Title: President
Dated: December 13, 1999
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
INVESTCORP S.A.
/s/ Lawrence B. Kessler
By: _________________________________
Name: Lawrence B. Kessler
Title: Authorized Representative
Dated: December 13, 1999
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EXHIBIT INDEX
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Exhibit Sequentially
Number Exhibit Index Numbered Page
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(a)(9) Press Release, dated December 13, 1999, issued by
Investcorp
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Exhibit (a)(9)
INVESTCORP TENDER OFFER FOR SYNTHETIC INDUSTRIES, INC.
EXTENDED TO DECEMBER 13
NEW YORK, NY, DECEMBER 13, 1999 - Investcorp, a global investment group, today
announced that a wholly-owned subsidiary of SIND Holdings, Inc., a company
organized by Investcorp and certain international co-investors has extended its
$33.00 per share cash tender offer for all outstanding shares of the common
stock of Synthetic Industries, Inc. (NASDAQ: SIND) to 5:00 pm, New York City
time, on Monday, December 13, 1999, unless further extended.
As of the close of business on December 10, 1999, over eight million shares of
Synthetic common stock had been tendered, representing over 95% of the
outstanding shares of Synthetic common stock.
The Information Agent for the Offer is D.F. King & Co., Inc., which can be
reached at toll-free at 888-246-5358 or by collect call at 212-269-5550.
Synthetic Industries manufactures and markets a wide range of high performance
fabrics and fibers designed for support, strength and stabilization
applications. The Company operates in three primary markets: construction
materials, carpet backing and technical textiles. Specific products include
geotextiles, erosion control products, concrete reinforcement fibers, carpet
backing, filtration media, and furniture construction fabrics. The Company,
which is based in Chickamauga, Georgia, operates from eight manufacturing
facilities and employs over 2,700 people. Additional information about Synthetic
Industries may be found at www.Sind.com.
Investcorp is a global investment group with offices in New York, London and
Bahrain. It focuses on three lines of business: corporate investment, real
estate investment and asset management. The firm has completed over 50 corporate
acquisitions with an aggregate value of approximately $13 billion.
In the U.S., Investcorp and its clients currently own 10 corporate investments,
including Stratus Computer, Werner Holdings, NationsRent, Inc. and The William
Carter Company. Several North American investments have been listed on the New
York Stock Exchange, including Prime Service, Tiffany & Co., the Circle K
Corporation, Saks Fifth Avenue and CSK Auto. In Europe, Investcorp and its
clients currently own seven corporate investments, including Avecia (formerly
Zeneca Specialties), Leica Geosystems, Polestar, Welcome Break and Helly
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Hansen. Additional information about Investcorp may be found at
www.Investcorp.com.
Contacts: Todd Fogarty
Kekst and Company
212-521-4800
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