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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 5, 1999
Synthetic Industries, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 33-11479 58-1049400
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(State of or Other (Commission File Number) (IRS Employer
Jurisdiction Incorporation) Identification No.)
309 LaFayette Road
Chickamauga, Georgia 30707
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (706) 375-3121
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On November 5, 1999, Synthetic Industries, Inc. (the "Registrant")
announced that it had entered into a definitive merger agreement with SIND
Holdings, Inc., under which a wholly owned subsidiary of SIND Holdings will make
a tender offer for the Registrant's outstanding shares for $33 per share in
cash. In connection with the acquisition, the Registrant filed a press release
on November 5, 1999, a copy of which is attached as Exhibit 99.1
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Text of Press Release of Synthetic Industries, Inc.
dated November 5, 1999.
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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: November 10, 1999 SYNTHETIC INDUSTRIES, Inc.
By: /s/ Joseph Sinicropi
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Joseph Sinicropi
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Exhibit
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<S> <C>
99.1 Text of Press Release of Synthetic
Industries, Inc. dated November 5, 1999.
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[LETTERHEAD OF MORGEN-WALKE ASSOCIATES, INC.]
EXHIBIT 99.1
FOR: Synthetic Industries, Inc.
APPROVED BY: Joseph Sinicropi
Chief Financial Officer
Synthetic Industries, Inc.
(706) 375-3121, Ext. 1400
FOR IMMEDIATE RELEASE
CONTACT: Morgen-Walke Associates
Cheryl Schneider, John Blackwell
Press Contact: Merridith Ingram
(212) 850-5600
CONTACT: Investcorp
Todd Fogarty/Jim Fingeroth
Kekst and Company
212-521-4800
INVESTCORP TO ACQUIRE SYNTHETIC INDUSTRIES, INC.
FOR $33.00 PER SHARE IN CASH
CHICKAMAUGA, GA and NEW YORK, NY - NOVEMBER 5, 1999 - Synthetic
Industries, Inc. (NASDAQ: SIND) today announced that it has entered into a
definitive merger agreement with SIND Holdings, Inc., a company organized by
Investcorp, a global investment group, and certain international co-investors,
under which SIND Holdings will acquire outstanding Synthetic shares for $33 per
share in cash, representing a 13.6 percent premium to the value of the Company's
shares at the close of trading on November 2, 1999, and over a 60 percent
premium to the average trading price of Synthetic shares in the 30 days
preceding the public announcement of the initiation of the sale process. The
total value of the transaction is 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. The acquisition is scheduled to
close by mid-December 1999.
The proposed acquisition concludes a sale process commenced in May 1999
by a committee of independent members of the Company's Board of Directors. The
sale process was initiated in accordance with the terms of a settlement
agreement relating to two civil suits involving the Company and the general
partner of Synthetic Industries, L.P., a limited partnership which currently
owns approximately 65% of the common stock of Synthetic Industries, Inc.
Synthetic Industries, L.P. has agreed to tender its shares in the offer.
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The transaction will be structured as a cash tender offer for all
outstanding Synthetic shares followed by a merger in which all nontendering
Synthetic shareholders will receive $33 per share. The tender offer will be made
by a wholly-owned subsidiary of SIND Holdings and will be commenced within the
next several days. The transactions are subject to customary conditions.
Christopher O'Brien, a member of Investcorp's Management Committee,
said, "Synthetic Industries possesses all of the attributes we look for in our
investments: an excellent management team; a sharp focus on customers' needs
supported by strong product development; and exceptional growth prospects. We
look forward to partnering with Synthetic's senior management team as they
continue to grow the Company and its broad offerings of commercially successful
products."
Leonard Chill, Chairman and Chief Executive Officer of Synthetic
Industries, Inc. said: "We look forward to working with Investcorp as we
continue to grow the Company with new product initiatives that we believe will
increase the Company's presence in a range of its target markets."
Beacon Group Capital Services, LLC acted as the Company's financial
advisor in the sale process.
Synthetic Industries manufactures and markets a wide range of
polypropylene-based woven and non-woven materials designed for support, strength
and stabilization applications. The Company operates in three primary markets:
construction materials, carpet backing and technical textiles. Synthetic's
products replace commonly used materials with efficient, high-performance
products providing support, strength and stabilization in such applications as
construction products, floor covering, erosion control and waste containment.
The Company, which is based in Chickamauga, Georgia, operates from seven
manufacturing facilities and employs over 2,700 people.
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, Falcon Building Products,
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
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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.
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