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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 4, 1999
Synthetic Industries L.P.
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(Exact name of registrant as specified in its charter)
Delaware 0-21548 13-3397585
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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.
Synthetic Industries, L.P.'s Special Advisory Committee has recommended the
execution by Synthetic Industries, Inc. (NASDAQ: SIND) (the "Company") of a
definitive merger agreement with SIND Holdings, Inc., a company organized by
Investcorp, S.A., a global investment group, under which a subsidiary of SIND
Holdings will make an offer for all of the outstanding Synthetic shares for $33
per share in cash, followed by a merger in which all nontendering Synthetic
stockholders will receive $33 per share. Synthetic Industries, L.P. owns
approximately 65% of the outstanding shares of the Company and has executed a
Stockholder Agreement under which it has agreed to tender its shares to a
subsidiary of SIND Holdings. The proposed acquisition concludes a sale process
commenced in May 1999 by a committee (the "Special 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 (the "Settlement Agreement")
relating to two civil suits involving the Company and the general partner of
Synthetic Industries, L.P. The Special Advisory Committee, which is comprised of
two representatives of plaintiffs' counsel, recommended the proposed acquisition
by Investcorp to the Special Committee at a meeting held in New York on November
4, 1999. Thereafter, pursuant to the terms of the Settlement Agreement, after
consultation with, and upon receiving the recommendation of, the Special
Advisory Committee, the Special Committee recommended that the Board of
Directors of the Company approve the transaction. The Board approved the
transaction on November 4, 1999, and a merger agreement was executed by the
Company and the Stockholder Agreement was executed by Synthetic Industries, L.P.
on November 5, 1999.
The Company 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. The Company'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.
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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 12, 1999 SYNTHETIC INDUSTRIES L.P.
By: SI Management L.P.
General Partner
By: Synthetic Management G.P.
General Partner
By: Chill Investments, Inc.
Managing General Partner
By: /s/ Leonard Chill
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Leonard Chill
President
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