SYNTHETIC INDUSTRIES INC
8-K, 1999-05-03
TEXTILE MILL PRODUCTS
Previous: SYNTHETIC INDUSTRIES INC, 8-K, 1999-05-03
Next: KBF POLLUTION MANAGEMENT INC, DEF 14A, 1999-05-03



<PAGE>   1
===============================================================================

                       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): April 16, 1999


                           Synthetic Industries, Inc.
            -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                       33-11479                 58-1049400
- ------------------------      ------------------------     -------------------
   (State of or Other          (Commission File Number)        (IRS Employer
Jurisdiction Incorporation)                                Identification No.)

           309 LaFayette Road
           Chickamauga, Georgia                                  30707
- -----------------------------------------                  ------------------
(Address of principal executive offices)                       (Zip Code)



       Registrant's telephone number, including area code: (706) 375-3121



      -------------------------------------------------------------------
         (Former name or former address, if changed since last report)

===============================================================================
<PAGE>   2
ITEM 5. OTHER EVENTS.

        On April 16, 1999, the United States District Court for the Northern 
District of California granted preliminary approval of a settlement agreement 
relating to two civil suits involving Synthetic Industries, Inc. (the 
"Registrant") and the general partner of Synthetic Industries L.P., the 
majority stockholder of the Registrant. In connection with the Court's decision,
the Registrant filed a press release on April 19, 1999, a copy of which is
attached as Exhibit 99.1.





                                      -2-
<PAGE>   3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS


        (c)     Exhibits

                99.1  Text of Press Release of Synthetic Industries, Inc.
                      dated April 19, 1999.







                                      -3-
<PAGE>   4
                                   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:  April 30, 1999                           SYNTHETIC INDUSTRIES, Inc.

                                               


                                                By:  /s/ Joseph Sinicropi
                                                   --------------------------
                                                     Joseph Sinicropi  
                                                     Chief Financial Officer
                                                                    






                                      -4-
<PAGE>   5

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                  
  No.                      Exhibit                        
- -------                    -------                        
<S>             <C>                                     
99.1            Text of Press Release of Synthetic 
                Industries, Inc. dated April 19, 1999.
</TABLE>

<PAGE>   1
                                                                    EXHIBIT 99.1

NEWS RELEASE
                                FOR:      SYNTHETIC INDUSTRIES, INC.

                                CONTACT:  Synthetic Industries, Inc. Chickamauga
                                          Joe Sinicropi, 706/375-3121
                                            or
                                          Morgen-Walke Associates, New York
                                          Cheryl Schneider, John Blackwell
                                          Press Contact: Merridith Ingram
                                          212/850-5600
For Immediate Release
- ---------------------

          (BW) (SYNTHETIC-INDUSTRIES) (SIND) Synthetic Industries Inc.
          Announces Filing of Limited Partnership Settlement Proposal

            CHICKAMAUGA, GA.--(BUSINESS WIRE)--April 19, 1999--Synthetic 
Industries, Inc. (Nasdaq:SIND) today announced that preliminary approval 
of a settlement agreement has been granted by the United States District Court 
for the Northern District of California relating to two civil suits involving 
the Company and the general partner of Synthetic Industries, L.P. Synthetic 
Industries L.P., a limited partnership, currently owns 66% of Synthetic 
Industries, Inc.

            The lawsuits were brought by two limited partners in connection
with a 1997 proposal to dissolve the Partnership. If after a hearing, the
settlement is approved by the court, an independent committee of the Company's
Board of Directors will commence a six-month sale process during which the
Committee, with the help of a financial advisor will seek offers from qualified
buyers to purchase the Company. The primary objective of the sale process will
be to maximize value for the Company's shareholders. If an acceptable offer to
acquire the Company is not received during the process, the Partnership will be
liquidated and its shares of the Company's common stock will be distributed in
an orderly manner (after satisfaction of liabilities).

            The Company's financial advisor in this process is The Beacon Group
Capital Services, LLC.

            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.


                                      ###

                   [Morgen-Walke Associates, Inc. Letterhead]


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission