<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
---------------
SYNTHETIC INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $1.00 par value per share
(Title of Class of Securities)
871914107
(CUSIP Number)
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)
November 5, 1999
(Date of Event Which Requires Filing of Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box.
================================================================================
<PAGE>
SCHEDULE 13D
CUSIP NO. 871914107 Page 2 of 11 Pages
- -------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SIND Acquisition, Inc.
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS:
AF, BK
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF ---------------------------------------------
SHARES (8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,699,194 (1)
EACH ---------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
---------------------------------------------
(10) SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,699,194 (1)
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.8%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
(1) SIND Acquisition, Inc. disclaims beneficial ownership of the 5,699,194
shares and this statement shall not be construed as an admission that
SIND Acquisition, Inc. is the beneficial owner of any such shares.
<PAGE>
SCHEDULE 13D
CUSIP NO. 871914107 Page 3 of 11 Pages
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SIND Holdings, Inc.
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS:
AF, BK
- --------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF ----------------------------------------------
SHARES (8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,699,194 (2)
EACH ----------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
----------------------------------------------
(10) SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,699,194 (2)
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.8%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
(2) SIND Holdings, Inc. disclaims beneficial ownership of the 5,699,194
shares and this statement shall not be construed as an admission that
SIND Holdings, Inc. is the beneficial owner of any such shares.
<PAGE>
SCHEDULE 13D
CUSIP NO. 871914107 Page 4 of 11 Pages
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Investcorp S.A.
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS:
AF, BK
- --------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
- --------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF ----------------------------------------------
SHARES (8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,699,194 (3)
EACH ----------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
----------------------------------------------
(10) SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,699,194 (3)
- -------------------------------------------------------- -----------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.8%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
(3) Investcorp S.A. disclaims beneficial ownership of the 5,699,194 shares and
this statement shall not be construed as an admission that Investcorp S.A.
is the beneficial owner of any such shares.
<PAGE>
SCHEDULE 13D
CUSIP NO. 871914107 Page 5 of 11 Pages
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sipco Limited
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS:
AF, BK
- --------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF ----------------------------------------------
SHARES (8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,699,194 (4)
EACH ----------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH
----------------------------------------------
(10) SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,699,194 (4)
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.8%
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
HC
- --------------------------------------------------------------------------------
(4) Sipco Limited disclaims beneficial ownership of the 5,699,194 shares
and this statement shall not be construed as an admission that Sipco
Limited is the beneficial owner of any such shares.
<PAGE>
INTRODUCTION
This Statement on Schedule 13D (this "Statement") is being filed
jointly pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934, as amended, on behalf of Sipco Limited, a Cayman Islands
corporation ("Sipco"), Investcorp S.A., a Luxembourg corporation ("Investcorp"),
SIND Holdings, Inc., a Delaware corporation ("Parent"), and SIND Acquisition,
Inc., a Delaware corporation ("Purchaser"), to report Sipco's, Investcorp's,
Parent's and Purchaser's acquisition of beneficial ownership in excess of 5% of
the common stock of Synthetic Industries, Inc. (the "Company") as a result of
Parent and Purchaser entering into a Stockholder Agreement with Synthetic
Industries, L.P. (the "Stockholder") on November 5, 1999. In connection with the
Stockholder Agreement, a copy of which is attached hereto as Exhibit (b),
Purchaser has commenced an offer to purchase all outstanding shares of the
Company's common stock (collectively, the "Shares") 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"). Copies of the Offer to Purchase and the Letter of Transmittal are
attached hereto as Exhibits (c) and (d), respectively. The Offer is being made
pursuant to an Agreement and Plan of Merger, dated as of November 5, 1999 (the
"Merger Agreement"), by and among Parent, Purchaser and the Company, which
provides, among other things, that on the second business day following or as
soon as practicable after the satisfaction or waiver of the conditions set forth
therein (including the purchase of Shares pursuant to the Offer), Purchaser will
be merged with and into the Company (the "Merger"), with the Company continuing
as the surviving corporation and a wholly owned subsidiary of Parent. Upon
consummation of the Merger, each issued Share that is outstanding immediately
prior to the Merger (other than any Shares held by Parent, Purchaser or the
Company, or any subsidiary of Parent or the Company, and other than Shares held
by the Company's stockholders who have properly exercised appraisal rights under
Delaware law), will be converted automatically into the right to receive the
amount paid per Share in the Offer, in cash, without interest thereon, upon
surrender of the certificate representing the Share. A copy of the Merger
Agreement is attached hereto as Exhibit (a).
Item 1. Security and Issuer
The title and class of equity securities to which this Statement
relates is the common stock, par value $1.00 per share, of the Company. The name
of the issuer of such securities is Synthetic Industries, Inc., a Delaware
corporation (the "Company"), which has its principal executive offices at 309
LaFayette Road, Chickamauga, Georgia 30707.
Item 2. Identity and Background
(a)-(d),(g) This Statement is being filed by Sipco, Investcorp, Parent
and Purchaser. The information concerning the name, state or other place of
organization, principal business and address of the principal office of each of
Investcorp, Parent and Purchaser, and the name, business address, present
principal occupation or employment (including the name, principal business and
address of any corporation or other organization in which such employment or
6
<PAGE>
occupation is conducted) and citizenship of each of the executive officers and
directors of Parent and Purchaser is set forth in the Offer to Purchase under
the captions "INTRODUCTION" and "THE TENDER OFFER--9. Certain Information
Concerning Investcorp, Parent and Purchaser" and in Schedule I to the Offer to
Purchase, and is incorporated herein by reference. Sipco, a Cayman Islands
corporation, is a passive holding company which has no operations and no
employees. Sipco's principal office is located at West Wind Building, P.O. Box
1111, Harbour Drive, Grand Cayman, Cayman Islands, B.W.I. The information
concerning the name, business address, present principal occupation or
employment (including the name, age, principal business and address of any
corporation or other organization in which such employment or occupation is
conducted), material occupations, positions, offices or employment during the
last five years and citizenship of each of the executive officers and directors
of Sipco is set forth in Schedule 1 to this Statement.
(e) and (f) During the last five years, none of Sipco, Investcorp,
Parent, Purchaser, or to the best of Sipco's, Investcorp's, Parent's and
Purchaser's knowledge, any person listed in Schedule I to the Offer to Purchase
or Schedule 1 to this Statement has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or finding any violations of such laws.
Item 3. Source and Amount of Funds or Other Consideration
The information set forth in the Offer to Purchase under the caption
"THE TENDER OFFER--12. Source and Amount of Funds" is incorporated herein by
reference.
Item 4. Purpose of Transaction
(a)-(g), (j) The information set forth in the Offer to Purchase under
the captions "INTRODUCTION," "THE TENDER OFFER--11. Purpose of the Offer and the
Merger; Plans for the Company; the Merger Agreement; Appraisal Rights in the
Merger; the Stockholder Agreement; Other Matters" and "THE TENDER OFFER--12.
Source and Amount of Funds" is incorporated herein by reference. Except as
incorporated herein by the previous sentence, none of Sipco, or to the best of
Sipco's Investcorp's, Parent's and Purchaser's knowledge, any of the persons
listed in Schedule 1 to this Statement, has any current plans or proposals that
would result in any person acquiring additional or disposing of securities of
the Company, an extraordinary corporate transaction, such as a merger,
reorganization or liquidation of the Company or any of its subsidiaries with or
into any third entity, the sale or transfer of a material amount of the
Company's or any of its subsidiaries' assets to a third party, a material change
in the Company's capitalization or dividend structure, any other material change
in the Company's corporate structure or business, changes in the Company's
certificate of incorporation, bylaws or related instruments, or any action
similar to any of the foregoing.
(h) and (i) The information set forth in the Offer to Purchase under
the caption "THE TENDER OFFER--7. Possible Effects of the Offer on the Market
for Shares; Nasdaq National
7
<PAGE>
Market Quotation; Exchange Act Registration; Margin Regulations" is incorporated
herein by reference. None of Sipco, or to the best of Sipco's, Investcorp's,
Parent's and Purchaser's knowledge, any of the persons listed in Schedule 1 to
this Statement, has any current plans or proposals that would result in a class
of securities of the Company to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association, or a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.
Item 5. Interest in Securities of the Issuer
(a) and (c) The information set forth in the Offer to Purchase under
the caption "THE TENDER OFFER--11. Purpose of the Offer and the Merger; Plans
for the Company; the Merger Agreement; Appraisal Rights in the Merger; the
Stockholder Agreement; Other Matters" is incorporated herein by reference. As a
result of Parent and Purchaser obtaining an irrevocable proxy pursuant to the
Stockholder Agreement, each of Parent and Purchaser may be deemed to
beneficially own the 5,699,194 Shares which are owned by the Stockholder and
which represent 65.8% of the Shares outstanding as of November 1,
1999. Certain entities (the "Managed Entities") each own a non-controlling
interest in Parent and are each indirectly managed by an affiliate(s) of
Investcorp through a revocable management services or similar agreement between
the Managed Entity or its shareholders or principals and the affiliate(s)
(collectively, the "Management Agreements"). Each Managed Entity, pursuant to
its respective Management Agreement, has indirectly granted to an Investcorp
affiliate(s) the authority to direct the voting and disposition of its equity
interest in Parent for so long as the Management Agreement is in effect. As a
result, Investcorp may be deemed to beneficially own the 5,699,194 Shares. Sipco
may be deemed to control Investcorp through its ownership of a majority of the
stock of a company which indirectly owns a majority of Investcorp's outstanding
stock, and may thus be deemed to beneficially own the 5,699,194 Shares. To the
best of Sipco's, Investcorp's, Parent's and Purchaser's knowledge, none of the
persons listed in Schedule 1 to this Statement beneficially owns or has any
right to acquire directly or indirectly any Shares. None of Sipco, or to the
best of Sipco's, Investcorp's, Parent's and Purchaser's knowledge, any of the
persons listed in Schedule 1 to this Statement, has effected any transaction in
the Shares during the past 60 days.
(b) Each of Sipco, Investcorp, Parent and Purchaser may be deemed to
share power to vote or to direct to the vote of the 5,699,194 Shares.
(d) The information set forth in the Offer to Purchase under the
caption "THE TENDER OFFER--11. Purpose of the Offer and the Merger; Plans for
the Company; the Merger Agreement; Appraisal Rights in the Merger; the
Stockholder Agreement; Other Matters" is incorporated herein by reference. Until
the acceptance for payment and payment for Shares tendered pursuant to the
Offer, the Stockholder will retain the right to receive dividends in respect of,
and the proceeds from the sale, the Shares of the Stockholder subject to the
Stockholder Agreement. The 5,699,194 Shares owned by the Stockholder represent
65.8% of the Shares outstanding as of November 1, 1999.
8
<PAGE>
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
The information set forth in the Offer to Purchase under the captions
"THE TENDER OFFER--11. Purpose of the Offer and the Merger; Plans for the
Company; the Merger Agreement; Appraisal Rights in the Merger; the Stockholder
Agreement; Other Matters" and "THE TENDER OFFER--12. Source and Amount of Funds"
is incorporated herein by reference. None of Sipco, or to the best of Sipco's,
Investcorp's, Parent's and Purchaser's knowledge, any of the persons listed in
Schedule 1 to this Statement, has any contract, arrangement, understanding or
relationship with any other person with respect to any Shares, including, but
not limited to, any contract, arrangement, understanding or relationship
concerning the transfer or the voting of any Shares, joint ventures, loan or
option arrangements, puts or calls, guaranties of loans, guaranties against
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
(a) Agreement and Plan of Merger, dated as of November 5,
1999, by and among Parent, Purchaser and the Company
(incorporated by reference to the Schedule 14D-1
filed by Purchaser, Parent and Investcorp on November
12, 1999)
(b) Stockholder Agreement, dated as of November 5, 1999,
among Parent, Purchaser and Synthetic Industries,
L.P. (incorporated by reference to the Schedule 14D-1
filed by Purchaser, Parent and Investcorp on November
12, 1999)
(c) Offer to Purchase, dated November 12, 1999
(incorporated by reference to the Schedule 14D-1
filed by Purchaser, Parent and Investcorp on November
12, 1999)
(d) Letter of Transmittal (incorporated by reference to
the Schedule 14D-1 filed by Purchaser, Parent and
Investcorp on November 12, 1999)
(e) Senior Subordinated Credit Facility Commitment
Letter, dated November 2, 1999, among Bear Stearns
Corporate Lending Inc., Bear, Stearns & Co. Inc., The
Chase Manhattan, and Chase Securities Inc. and
Investcorp Investment Equity Limited (incorporated by
reference to the Schedule 14D-1 filed by Purchaser,
Parent and Investcorp on November 12, 1999)
(f) Engagement Letter, dated November 2, 1999, among
Bear, Stearns & Co. Inc., Chase Securities Inc. and
Investcorp Investment Equity Limited (incorporated by
reference to the Schedule 14D-1 filed by Purchaser,
Parent and Investcorp on November 12, 1999)
9
<PAGE>
(g) Revolving Credit Facility Commitment Letter, dated
November 2, 1999, among Bear Stearns Corporate
Lending Inc., Bear, Stearns & Co. Inc., The Chase
Manhattan Bank, Chase Securities Inc. and Investcorp
Investment Equity Limited*
(h) Joint Filing Agreement, dated November 12, 1999,
among Sipco, Investcorp, Parent and Purchaser
* To be filed by amendment.
10
<PAGE>
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.
By: /s/ Christopher J. O'Brien
---------------------------------
Name: Christopher J. O'Brien
Title: President
Dated: November 15, 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.
By: /s/ Christopher J. O'Brien
---------------------------------
Name: Christopher J. O'Brien
Title: President
Dated: November 15, 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.
By: /s/ Lawrence B. Kessler
---------------------------------
Name: Lawrence B. Kessler
Title: Authorized Representative
Dated: November 15, 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.
SIPCO LIMITED
By: /s/ Gary S. Long
---------------------------------
Name: Gary S. Long
Title: Director
Dated: November 15, 1999
11
<PAGE>
SCHEDULE 1
The following table sets forth the name, citizenship, business address
and present principal occupation of each director of Sipco. Sipco has no
executive officers. Paget-Brown & Company serves as the Secretary of Sipco.
Paget-Brown & Company's address is West Wind Building, P.O. Box 1111, Harbour
Drive, George Town, Grand Cayman, Cayman Islands, B.W.I., and its principal
business is providing corporate management services.
<TABLE>
<CAPTION>
Name, Citizenship Present
and Business Address Principal Occupation
- --------------------------------------------------------------------------------
<S> <C>
Abdul-Rahman Salim Al-Ateeqi Chairman, Bahrain Middle East Bank.
Kuwait
P.O. Box 848
Safat 13009
Kuwait
Hussain Ibrahim Al-Fardan Chairman, Alfardan Group of Companies (Holdings) WLL, a group
Qatar comprised of jewelry, trading, automobile, real estate and
P.O. Box 63 investment and trading services companies.
Doha
Qatar
Mohammed Yousef Jalal Chairman, Mohammed Jalal & Sons Group of Companies, a
Bahrain trading and contracting group with worldwide interests.
P.O. Box 113
Manama
Bahrain
Nemir Amin Kirdar President and Chief Executive Officer, Investcorp Bank E.C.
Bahrain
P.O. Box 5340
Manama
Bahrain
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name, Citizenship Present
and Business Address Principal Occupation
- ---------------------------------------------------------------------------------------------------
<S> <C>
Abdul Aziz Jassim Kanoo Deputy Chairman and Deputy Chief Executive Officer,
Saudi Arabia Yusuf Bin Ahmed Kanoo Group, Saudi Arabia, a group active in
P.O. Box 37 shipping, trading, property, travel, machinery sales and services,
Dammam 31411 oil field supplies and services, chemicals, procurement services,
Kingdom of Saudi Arabia insurance and domestic and overseas investments. Chairman of the
following entities: Saudi Arabian Industrial & Trading Est.;
Baroid (Saudi Arabia) Ltd.; Saudi Arabian Lube Additives Co. Ltd.;
Key Communications Development Ltd.
Lawrence B. Kessler Chief Administrative Officer, Investcorp S.A.
Gary S. Long Chief Financial Officer, Investcorp S.A.
</TABLE>
ii
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Exhibit Index Numbered Page
- ------ ------------- -------------
(h) Joint Filing Agreement, dated November 15, 1999, among Sipco,
Investcorp, Parent and Purchaser
<PAGE>
Exhibit (h)
-----------
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D (including any amendments
thereto) with respect to the common stock, par value $1.00 per share, of
Synthetic Industries, Inc. This Joint Filing Agreement shall be filed as an
exhibit to the Statement on Schedule 13D.
SIND ACQUISITION, INC.
By: /s/ Christopher J. O'Brien
--------------------------------
Name: Christopher J. O'Brien
Title: President
Dated: November 15, 1999
SIND HOLDINGS, INC.
By: /s/ Christopher J. O'Brien
--------------------------------
Name: Christopher J. O'Brien
Title: President
Dated: November 15, 1999
INVESTCORP S.A.
By: /s/ Lawrence B. Kessler
--------------------------------
Name: Lawrence B. Kessler
Title: Authorized Representative
Dated: November 15, 1999
SIPCO LIMITED
By: /s/ Gary S. Long
--------------------------------
Name: Gary S. Long
Title: Director
Dated: November 15, 1999
