To defendants SI Management L.P., et al. and their attorneys of record: NOTICE IS HEREBY GIVEN that plaintiff Dwight E. Wininger hereby moves for a temporary restraining order and a preliminary injunction. The instant motion is based on this Motion, the Memorandum of Points and Authorities in support thereof, the Declaration of Alex J. Luchenitser in support thereof, and the proposed First Amended and Supplemental Complaint (attached as Exhibit 1 to Plaintiff's Motion to Amend and Supplement Their Complaint).

Plaintiff moves ex parte for a temporary restraining order and a preliminary injunction, pursuant to Civil L.R. 7-11 and 65-1. Plaintiff's counsel gave defense counsel advance notice of this motion. Ex. T.¹

Plaintiff Wininger is a limited partner in Synthetic Industries, L.P., a Delaware limited partnership ("the Partnership"). Ex. R at 2. He brings this action as a class action on behalf of all the other limited partners ("the Limited Partners"). The defendants are the individuals and entities which control the Partnership. Ex. R at 2.

The Partnership owns two-thirds of the stock of Synthetic Industries, Inc. ("the Company"). Ex. G at 37. The defendants have proposed a "Plan of Withdrawal and Dissolution" for the Partnership ("the Proposed Plan"), under which all the Partnership's shares of the Company would either be sold in a public offering or distributed directly to the Limited Partners. Ex. E at 1.

On August 4, 1997, this Court found that plaintiff had demonstrated a likelihood of success on the merits on claims that defendants violated federal securities laws by advocating in favor of the Proposed Plan, prior to disseminating a proxy statement, in a March 21, 1997 letter and a June 9, 1997 press release. Ex. R at 8-10. The Court declined to issue an injunction at that time, ruling that "the equities weigh against granting injunctive relief." Ex. R at 13. However, the Court stated that "the equities in this case would be altered" if they committed additional violations. Ex. R at 13.

On September 19, 1997, defendants sent definitive proxy solicitation materials, which include a definitive proxy statement, to the Limited Partners ("the Definitive Solicitation Materials"). Ex. A through I. On September 26, 1997, defendants sent an additional solicitation ("the Additional Solicitation") to the Limited Partners. Ex. J. As explained in detail in plaintiff's proposed First Amended and Supplemental Complaint, the Definitive Solicitation Materials and the Additional Solicitation contain numerous false and misleading statements and fail to disclose a plethora of material facts.

This motion focuses on two of the most glaring defects in defendants' proxy materials. First, the Definitive Solicitation Materials and the Additional Solicitation falsely and absurdly state that, in order for the Proposed Plan to require approval by a two-thirds vote instead of by a majority, two-thirds of the Limited Partners must approve an opinion of counsel ("the Opinion of Counsel") satisfying certain requirements of the governing partnership agreement ("the Partnership Agreement"). Ex. C at 2, Ex. E at 2-3, Ex. G at 1-2, Ex. J at 25. Second, defendants' proxy ("the Proxy"), on which the Limited Partners are to indicate their votes, falsely states that, in order to participate in the underwritten offering which is part of the Proposed Plan, the Limited Partners must vote for the Proposed Plan. Ex. C at 2.

The defendants, with the aid of D.F. King & Co., Inc., their solicitation agent ("the Solicitation Agent"), are currently using the Definitive Proxy Materials and the Additional Solicitation to solicit proxies in favor of the Proposed Plan. Ex. B, Ex. G at 32. They have set October 19, 1997 as the deadline for returning the Opinion of Counsel and have scheduled the special meeting at which the Proposed Plan would be voted on ("the Special Meeting") for October 24, 1997. Ex. F.

Unless defendants are enjoined from continuing to solicit proxies based on the Definitive Solicitation Materials and the Additional Solicitation, and ordered to issue a corrective disclosure and corrected proxy materials, the Limited Partners will suffer irreparable harm to their rights to cast a fully informed vote on the Proposed Plan. Plaintiff therefore moves for a temporary restraining order and a preliminary injunction to remedy defendants' violations and protect the rights of the Limited Partners, as described in more detail in the accompanying Memorandum of Points and Authorities.

PLEASE TAKE FURTHER NOTICE that plaintiff also moves for expedited discovery. Plaintiff has filed a proposed First Amended and Supplemental Complaint which describes numerous additional misrepresentations, nondisclosures, and other violations of the securities laws committed by defendants in connection with their Definitive Solicitation Materials and Additional Solicitation. The motion for expedited discovery is made on the basis that with respect to many of these violations, plaintiff needs to complete the record prior to the October 24 Special Meeting.

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¹ All exhibit cites herein are to the Declaration of Alex J. Luchenitser, Esq. in Support of TRO and Preliminary Injunction.