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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the
Securities Exchange Act of 1934
(Amendment No. 2)*
SYNTHETIC INDUSTRIES L.P.
(Name of Subject Company)
MERCER ACQUISITION LLC
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
Not Applicable
(CUSIP Number of Class of Securities)
Mark S. Britton
Connie R. Collingsworth
Preston Gates & Ellis LLP
701 Fifth Avenue, Suite 5000
Seattle, Washington 98104
(206) 623-7580
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on behalf of Bidder)
CALCULATION OF FILING FEE
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Transaction Valuation(1) Amount of filing fee
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$2,000,000.00 $400.00
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(1) For purposes of calculating the filing fee only. This calculation assumes
the purchase of 40 Units at a purchase price of $50,000 per Unit in the
partnership. The amount of the filing fee, calculated in accordance with
Regulation 0-11 of the Securities and Exchange Act of 1934, as amended, equals
1/50 of one percent of the value of units assumed to be purchased.
/X/ Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $400.00
Form or Registration No.: 005-56229
Filing Party: Mercer Acquisition LLC
Date Filed: May 4, 1999
NOTE: The remainder of this cover page is only to be completed if this Schedule
14D-1 (or amendment thereto) is being filed, inter alia, to satisfy the
reporting requirements of section 13(d) of the Securities Exchange Act of 1934.
See General Instructions D, E, and F to Schedule 14D-1.
*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 the
disclosure 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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CUSIP No.: Not applicable.
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1 NAME OF REPORTING PERSON
Mercer Acquisition LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
91-1768846
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) OR 2(f) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44.3 Units
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8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN [ ]
SHARES
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
5.5%
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10 TYPE OF REPORTING PERSON
CO
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AMENDMENT NO. 2 TO SCHEDULE 14D-1
This Amendment No. 2 serves as the final amendment to the Tender Offer
Statement on Schedule 14D-1, filed by Mercer Acquisition LLC, a Washington
limited liability company (the "Purchaser") with the Securities and Exchange
Commission on May 4, 1999, and amended on May 27, 1999, relating to the offer by
the Purchaser to purchase up to 40 units of limited partnership interests
("Units") of Synthetic Industries Limited Partnership ("Synthetic"), a Delaware
limited partnership. Terms not otherwise set forth below shall have the meanings
ascribed to them in the Schedule 14D-1 and the Offer to Purchase, as
supplemented. Pursuant to Rule 14d-100 General Instruction F, this Amendment No.
2 satisfies the reporting requirements of section 13(d) of the Securities
Exchange Act of 1934, as amended, with respect to all securities acquired by the
Purchaser pursuant to the Offer as reported herein.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6(a) is amended to read as follows:
(a) The Purchaser beneficially owns 44.3 Units, which represents
approximately 5.5% of the outstanding Units. To the knowledge of the Purchaser,
none of the Purchaser's managers or members owns any other Units.
Item 6(b) is hereby supplemented as follows:
(b) As a result of the Offer, the Purchaser has purchased 4.63 Units
at a total purchase price of $231,250.00, which includes transfer fees paid to
Synthetic's transfer agent, Omni Partnership Service's Inc. ("Omni"). The
following information describes the purchase of these Units.
The Offer to Purchase expired on June 4, 1999, at 12:00 Midnight,
Eastern Time. At the expiration of the Offer, 10.63 Units (representing
approximately 1.3% of the outstanding Units) had been tendered pursuant to
the Offer. Immediately after the Offer expired, the Purchaser instructed the
Depositary to send all of the signed Agreements of Sale to Omni, and
requested Synthetic's General Partner to approve the transfer of the Units to
the Purchaser. Approximately two weeks after the Offer expired, Synthetic's
General Partner mailed a one-page document entitled "Acknowledgement By
Assignor Of Limited Partner Interest In Synthetic Industries, L.P." (the
"Acknowledgement") to the tendering Unit Holders and informed the Purchaser
that it would not authorize the transfer of a tendered Unit unless and until
the tendering Unit Holder returned a signed and notarized Acknowledgement to
the General Partner. A copy of the Acknowledgment is attached as Exhibit (c)
hereto.
By signing the Agreement of Sale, each tendering Unit Holder expressly
agreed to "execute and deliver any additional documents deemed by the Purchaser
or the Partnership to be necessary or desirable to complete the assignment,
transfer and purchase of such Units." The Depositary contacted the tendering
Unit Holders and informed them that Synthetic deemed the Acknowledgement as
necessary to complete the transfer of the Units.
According to information received from the General Partner and Omni, as
of the date of this filing, only the Holders of 4.63 Units have signed and
returned Acknowledgments to the General Partner. On or about July 21, 1999, the
General Partner authorized the transfer of 3.88 Units to the Purchaser. On that
same date, the Purchaser accepted for payment and instructed the Depositary to
pay for the 3.88 Units in accordance with the terms of the Offer. On or about
July 28, 1999, Synthetic's General Partner authorized the transfer of an
additional .75 Units to the Purchaser. On that same date
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the Purchaser accepted for payment and instructed the Depositary to pay for the
.75 Units in accordance with the terms of the Offer. As of the date of the
filing of this statement, the General Partner has not authorized the transfer of
any of the remaining tendered Units to the Purchaser.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES
The Agreement of Sale is a binding contract between the Purchaser and
each tendering Unit Holder. The Purchaser believes that failure to return the
Acknowledgement as required by the Agreement of Sale is a material breach of
contract giving rise to remedies that may include specific performance and/or
damages. The Offer was conditioned upon the receipt of the General
Partner's consent to the transfer of the Units. Those tendering Unit Holders who
failed to sign and return the Acknowledgement have prevented the fulfillment of
this condition. Therefore, the Purchaser has the right to pursue damages for
breach of contract, but does not have any obligation to accept the remaining
tendered Units for payment.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Offer to Purchase, dated May 4, 1999. Previously filed on May 4,
1999, and incorporated herein by reference.
(a)(2) Agreement of Sale. Previously filed on May 4, 1999, and
incorporated herein by reference.
(a)(3) Supplement No. 1 dated May 27, 1999 to Offer to Purchase.
Previously filed on May 27, 1999, and incorporated herein by
reference.
(a)(4) Press Release. Previously filed on May 27, 1999, and incorporated
herein by reference.
(a)(5) Form of letter from Purchaser to Unit Holders, dated May 27, 1999.
Previously filed on May 27, 1999, and incorporated herein by
reference.
(b) Not applicable.
(c) Acknowledgement By Assignor Of Limited Partner Interest In
Synthetic Industries, L.P.
(d) Not applicable.
(e) Not applicable.
(f) See Exhibits (a)(1)-(4).
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SIGNATURE
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.
Dated: August 6, 1999 MERCER ACQUISITION LLC
/s/ Jennifer Sabelhaus
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By: Jennifer Sabelhaus
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its Manager
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ACKNOWLEDGEMENT BY
ASSIGNOR OF LIMITED PARTNER
INTEREST IN SYNTHETIC INDUSTRIES, L.P.
I, _________________________, hereby acknowledge that I have received
the Notice of Settlement of Class for Synthetic Industries L.P. mailed on April
19, 1998 and a copy of a News Release stating it was approved by the United
States District Court for the Northern District of California on May 24, 1999. I
also acknowledge that the price I am receiving for my Unit (or portion thereof)
of limited parties interest in Synthetic Industries L.P. from the party to which
I am today transferring my Unit (or portion thereof) is less than the value of
the shares of Common Stock of Synthetic Industries, Inc. (as currently reported
on NASDAQ) allocable to my Unit (or portion thereof) under the partnership
agreement of Synthetic Industries L.P. Notwithstanding the foregoing, I
understand that the price I am receiving may be less or greater than the amount
I would otherwise receive from a distribution pursuant to the Settlement
referred to above.
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(Name of Assignor)
Sworn to before me the
____ day of June, 1999
