<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 14D-1/A
(AMENDMENT NO. 3)
Tender Offer Statement Pursuant To
Section 14(d)(1) Of The Securities Exchange Act Of 1934
----------------
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)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
* Constituting the final amendment to Schedule 14D-1.
<PAGE>
This Amendment No. 3 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 6. Interest in Securities of the Subject Company
Item 6 is hereby amended by adding the following information thereto:
"At 5 p.m., New York City time, on December 13, 1999, the Offer expired. A
total of 8,572,248 Shares were purchased pursuant to the Offer, representing
approximately 98% percent of the outstanding Shares.
On December 14, 1999, pursuant to the Agreement and Plan of Merger, dated as
of November 5, 1999, by and among Parent, Purchaser and the Company, Purchaser
merged with and into the Company in accordance with the relevant provisions of
the Delaware General Corporation Law (the "Merger"). At the effective time of
the Merger, each outstanding Share (other than Shares held in by the Company,
Purchaser, Parent or any subsidiary of Parent or the Company and Shares as to
which appraisal rights have been properly exercised) was converted into the
right to receive $33.00 in cash."
Item 11. Material to be Filed as Exhibits
Item 11 is hereby amended by adding the following exhibit:
(a)(10) Press Release, dated December 14, 1999, issued by Investcorp
2
<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.
/s/ Christopher J. O'Brien
By: _________________________________
Name: Christopher J. O'Brien
Title: President
Dated: December 17, 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 17, 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 17, 1999
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Index Numbered Page
------- ------------- -------------
<C> <S> <C>
(a)(10) Press Release, dated December 14, 1999, issued by
Investcorp
</TABLE>
<PAGE>
Exhibit (a)(10)
INVESTCORP COMPLETES ACQUISITION OF SYNTHETIC INDUSTRIES
NEW YORK, NY and CHICKAMAUGA, GA - DECEMBER 14, 1999 - Investcorp, a global
investment group, today announced that it and certain international co-investors
have completed their acquisition of Synthetic Industries, Inc., a manufacturer
and marketer of a wide range of high performance fabrics and fibers designed for
support, strength and stabilization applications. Synthetic Industries' common
stock is being delisted from NASDAQ in connection with the acquisition.
The acquisition of Synthetic Industries was structured as a cash tender offer
for all outstanding Synthetic shares followed by a merger in which all
nontendering Synthetic shareholders will receive $33.00 per share. The tender
offer was made by a wholly-owned subsidiary of SIND Holdings, Inc., a company
organized by Investcorp. The total value of the transaction was approximately
$535 million, based on 9.2 million fully diluted shares outstanding, as well as
the assumption or repayment of approximately $230 million in Synthetic debt.
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 11 corporate investments,
including Stratus Computer, Werner Holdings, NationsRent, Inc., Synthetic
Industries 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 Hansen. Additional information about Investcorp may be
found at www.Investcorp.com.
------------------
Contacts: Todd Fogarty/Jim Fingeroth
Kekst and Company
212-521-4800
# # #
