<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
Texfi Industries, Inc.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
882895 10 5
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(CUSIP Number)
B. HARVEY HILL, JR., ESQ.
ALSTON & BIRD LLP
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
(404) 881-7000
-------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
AUGUST 1, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement . (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 882895 10 5 PAGE 2 OF 5 PAGES
- --------------------------------------- ----------------------------------------
<S> <C>
</TABLE>
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
Polysindo Hong Kong Limited
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ---------------------------------------------------------------------------------------------------------
2 check the appropriate box if a member of a group (A)
(B)
- ---------------------------------------------------------------------------------------------------------
3 sec use only
- ---------------------------------------------------------------------------------------------------------
4 source of funds*
AF
- ---------------------------------------------------------------------------------------------------------
5 check box if disclosure of legal proceedings is required pursuant to items 2(D) OR
2(E) [_]
- ---------------------------------------------------------------------------------------------------------
6 citizenship or place of organization
Hong Kong
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7 sole voting power
1,024,928
NUMBER OF
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SHARES 8 shared voting power
BENEFICIALLY
OWNED BY
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EACH 9 sole dispositive power
REPORTING 1,024,928
PERSON
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WITH 10 shared dispositive power
- ---------------------------------------------------------------------------------------------------------
11 aggregate amount beneficially owned by each reporting person
1,024,928
- ---------------------------------------------------------------------------------------------------------
12 check box if the aggregate amount in row (11) excludes certain shares [_]
- ---------------------------------------------------------------------------------------------------------
13 percent of class represented by amount in row (11)
11.6 %
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14 type of reporting person*
CO
- ---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, par value $1.00 per share (the
"Common Stock"), of Texfi Industries, Inc., a Delaware corporation (the
"Company"). The Company's principal executive offices are located at 5400
Glenwood Avenue, Suite 215, Raleigh, North Carolina 27612.
ITEM 2. IDENTITY AND BACKGROUND
The person filing this statement is Polysindo Hong Kong Limited, a Hong Kong
corporation ("Polysindo"). Polysindo's principal business is the purchase and
sale of polyester. Polysindo's principal business address is 1513 World Finance
Centre, North Tower Harbor City, 19 Canton Road, Tsimshatsui, Kowloon, Hong
Kong, and its principal offices are located at 902 China Building, 29 Queen's
Road, Central Hong Kong.
During the past five years, neither Polysindo nor, to the best of Polysindo's
knowledge, Marimutu Sinivisan, its controlling person (the "Controlling Person")
or any of its directors or executive officers, 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
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
The name, business address, present principal occupation and citizenship of
the Controlling Person and each director of Polysindo are as follows:
<TABLE>
<CAPTION>
Name, Business Address,
- ------------------------------------- --------------------------------------- Present Principal Occupation
Present Position with Polysindo ---------------------------------------
Citizenship ---------------------------------------
- -------------------------------------
<S> <C> <C>
Marimutu Sinivisan Controlling Person Officer of the Texmaco Companies
c/o P.T. Texmaco Jaya
Sentra Mulia Suite 1008, 19th Floor
JI H.R. Rasuna Said Kav. X-6 No. 8
8 Jakarta - 12540 Indonesia
Indonesian
Abirami Arunachalam Director Officer of the Texmaco Companies
902 China Building
29 Queen's Road Central
Hong Kong
Indian
Nachiappan Swaminathan Director Officer of the Texmaco Companies
902 China Building
29 Queen's Road Central
Hong Kong
Indian
Muthuveerappan Arunachalam Director Officer of the Texmaco Companies
902 China Building
29 Queen's Road Central
Hong Kong
Indian
</TABLE>
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of the Common Stock acquired as described in Item 4 will be
purchased with funds of Polysindo obtained as a capital contribution from the
Controlling Person.
Item 4. Purpose of Transaction
On August 1, 1997, Polysindo purchased 1,024,928 shares of the Common Stock
at a per share price of $6.00, for an aggregate purchase price of $6,149,568.
Polysindo purchased the Common Stock from 27 shareholders in private
transactions. Polysindo acquired such shares for the purpose of obtaining a
substantial equity ownership interest in the Company. Polysindo is interested
in acquiring additional shares of Common Stock or other securities of the
Company so that Polysindo would own a majority of the Common Stock of the
Company. Such acquisitions will depend on market and other considerations,
including, without limitation, whether such Common Stock or other securities
become available at prices that are attractive to Polysindo. In addition,
Polysindo may dispose of all or a portion of the Common Stock or other
securities it now owns or may hereafter acquire.
Except as described in this Item 4, Polysindo presently has no plan or
proposal that relates to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Polysindo is the beneficial owner of 1,024,928 shares of the Common
Stock pursuant to Rule 13d-3 under the 1934 Act, representing 11.6% of the
issued and outstanding Common Stock.
(b) Polysindo has the sole power to vote or direct the vote, or dispose
of or to direct the disposition of, all 1,024,928 shares of the Common
Stock.
(c) Except for the transaction described herein, Polysindo has not
effected any transactions in shares of the Common Stock during the past 60
days. Except for the transaction described herein, to the best knowledge
of Polysindo, neither the Controlling Person nor any of the directors or
officers named in Item 2 has effected any transactions in any shares of the
Common Stock during the past 60 days.
(d) Polysindo affirms that to the best of its knowledge no other person
has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Stock it acquired on
August 1, 1997.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Polysindo paid L. Terrell Sovey, Jr. a finder's fee of $250,000 for assisting
in the coordination of the private purchases of the Common Stock on August 1,
1997. Other than such finder's fee, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons referred
to in Item 2 and between such persons and any person with respect to any
securities of the Company, including, but not limited to, any relating to the
transfer or voting of any of such securities, finder's fees, joint ventures,
loan or option agreements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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SIGNATURE
AFTER REASONABLE INQUIRY AND TO THE BEST KNOWLEDGE AND BELIEF OF THE
UNDERSIGNED, THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND
CORRECT.
DATED: AUGUST 11, 1997
POLYSINDO HONG KONG LIMITED
BY: /s/ P. MANOHAR
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NAME: P. Manohar
TITLE:
