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SYNTHETIC INDUSTRIES, L.P.
309 LaFayette Road
Chickamauga, Georgia 30707
(706) 375-3121
December___, 1997
Dear Limited Partners of Synthetic Industries, L.P.:
You have recently received a letter dated December 4, 1997, from The
Mills Law Firm. In that letter Mr. Mills mischaracterizes recent discussions he
had with us concerning a termination of the litigation that has kept us from
implementing our Plan of Withdrawal and Dissolution recently approved by
limited partners. The General Partner wishes to set the record straight.
On November 18, 1997, The Mills Law Firm filed a proxy
solicitation letter with the Securities and Exchange Commission that stated an
intent by such firm to attempt a settlement of the litigation that had
interrupted the implementation of the Plan. In response to that statement, we
contacted Mr. Mills. Contrary to the opening assertion by Mr. Mills in his
December 4, 1997 letter, however, there does not now exist, on account of any
discussions between the General Partner and Mr. Mills or otherwise, a new
liquidation plan that the General Partner believes is superior to the Plan of
Withdrawal and Dissolution that you have already approved. Additionally, the
General Partner strongly disagrees with Mr. Mills' statements that the Plan
approved by you is "flawed" or "illegal and unfair, " or that it violates
either the Partnership Agreement or the Rollup Act. The General Partner
continues to believe that the best proposal for the winding up of the
Partnership is the Plan that was approved by over 70% in interest of the
limited partners. Of course, the General Partner will carefully consider any
alternative liquidation plan that accomplishes for limited partners
substantially what the Plan, if it were allowed to be implemented,
accomplishes. Otherwise, the General Partner believes that the Plan already
approved by limited partners continues to be the best alternative available
and that the Plan should be implemented in accordance with its terms in as
expedited a manner as possible.
Thank you for your continued patience and support. Please be assured
that we, like most of you, want the Plan that was approved by you to be
implemented as soon as possible.
Sincerely,
SI Management, L.P.,
General Partner
