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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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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)
December 14, 1999
(Date of Event Which Requires Filing of Statement on Schedule 13D)
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This Amendment No. 2 amends the Statement on Schedule 13D (as amended,
this "Statement") initially filed on November 15, 1999 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, 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").
Item 5. Interest in Securities of the Issuer
Item 5 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 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."
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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.
By: /s/ Christopher J. O'Brien
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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.
By: /s/ Christopher J. O'Brien
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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.
By: /s/ Lawrence B. Kessler
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Name: Lawrence B. Kessler
Title: Authorized Representative
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.
SIPCO LIMITED
By: /s/ Gary S. Long
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Name: Gary S. Long
Title: Director
Dated: December 17, 1999
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