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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-28817
SYNTHETIC INDUSTRIES, L.P.
306 LAFAYETTE ROAD
CHICKAMAUGA, GEORGIA 30707
(706) 375-3121
October 24, 1997
Dear Limited Partners of Synthetic Industries, L.P.:
As described in the attached supplement, which you should read carefully,
last Thursday a Delaware court preliminarily enjoined the implementation of the
Plan we have asked you to vote on. We disagree with the court's decision and we
are seeking to appeal this decision.
We continue to believe your vote is important and we urge you to complete
and return your blue proxies as quickly as possible.
Sincerely,
SYNTHETIC INDUSTRIES, L.P.
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SYNTHETIC INDUSTRIES, L.P.
SUPPLEMENT TO
JOINT PROXY STATEMENT AND PROSPECTUS
DATED SEPTEMBER 19, 1997
On October 23, 1997, the Delaware Court of Chancery, acting in a case
brought against the General Partner and its affiliates by two Limited Partners,
preliminarily enjoined the General Partner from implementing the Agreement and
Plan of Withdrawal and Dissolution (the "Plan") of Synthetic Industries, L.P.
(the "Partnership") until the Court rules on the merits of the allegations made
in this lawsuit. Nevertheless, the Court expressly allowed the General Partner
to continue the solicitation of Proxies and the holding of the Special Meeting.
THEREFORE, THE GENERAL PARTNER IS CONTINUING TO SOLICIT PROXIES IN CONNECTION
WITH THE PLAN AND WILL HOLD THE SPECIAL MEETING AS SCHEDULED.
The Court found that the plaintiffs are probably correct that the proposed
amendments necessary to implement the Plan violate specific limitations in the
Partnership Agreement applicable to amendments. The General Partner does not
agree with the Court's interpretation of these provisions. Accordingly, the
General Partner is seeking to appeal the Court's decision in the Delaware
Supreme Court. In the event that the Special Meeting is held and the Plan is
approved prior to any action on such appeal, the General Partner cannot cause
the Plan's implementation (including the Withdrawal of the Shares) unless and
until the Delaware Supreme Court has acted favorably. Pending action by the
Delaware Supreme Court, the choice of the Limited Partners on the Plan is
important, and Limited Partners who have not yet voted are urged to complete and
return the enclosed duplicate blue Proxies as quickly as possible.
Questions and requests for assistance or copies of the Joint Proxy
Statement and Prospectus or any related materials may be directed to D.F. King &
Co., Inc., the Solicitation Agent, at (800) 488-8095.
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The date of this Supplement to the Joint Proxy Statement and Prospectus is
October 24, 1997
