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EXHIBIT 20.1

SUMMARY

The following summary is intended to highlight certain information
contained elsewhere in this Proxy Statement and Prospectus. This summary is not
a complete statement of all material information presented elsewhere herein and
is qualified in its entirety by the more detailed information contained
elsewhere herein and in the accompanying exhibits and the documents referred to
herein. Shareholders are urged to read this Proxy Statement and Prospectus and
the accompanying exhibits in their entirety. As used in this Proxy Statement and
Prospectus, the terms "Springs" and "Dundee" refer to such corporations,
respectively, and, except where the context otherwise requires, such entities
and their respective subsidiaries. All information concerning Springs included
in the Proxy Statement and Prospectus has been provided by Springs, and all
information concerning Dundee included in this Proxy Statement and Prospectus
has been provided by Dundee. Unless otherwise defined herein, capitalized terms
used in this summary have the respective meanings ascribed to them elsewhere in
this Proxy Statement and Prospectus.

THE COMPANIES

Springs Industries, Inc., a South Carolina corporation ("Springs") is a
diversified textile and home furnishings manufacturer and finisher, serving a
variety of markets. Springs' principal business is concentrated in two segments.
In its home furnishings business segment, Springs manufactures, purchases for
resale and markets domestic bedding and bath products and decorative window
products. In its specialty fabrics business segment, Springs manufactures,
purchases for resale and markets a broad range of fabrics for industrial,
apparel and specialty end uses. Dundee Acquisition Corp., a Georgia corporation
("Subcorp"), is a newly formed subsidiary of Springs organized for the purpose
of effecting the Merger. The principal executive offices of Springs and Subcorp
are located at 205 North White Street, Fort Mill, South Carolina 29715, and the
telephone number is (803) 547-1500.

Dundee Mills, Incorporated, a Georgia corporation ("Dundee") is a leading
manufacturer of towels, infant and toddler bedding, knitted infant apparel, and
baby and healthcare products. The business of Dundee is divided into three
primary divisions: terry towel products, baby and healthcare products, and
broadcloth fabric. The principal executive offices of Dundee are located at 301
Railroad Avenue, Griffin, Georgia 30224, and the telephone number is (404)
227-5581.

THE MEETING

The Meeting will be held on May 25, 1995 at 10:00 a.m. local time at
Griffin Technical Institute, 501 Varsity Road, Griffin, Georgia 30223. The
purposes of the Meeting are to consider and vote upon a proposal to approve the
Merger Agreement and to consider and vote upon a proposal to approve and ratify
the terms and conditions of issuances by Dundee of Dundee common stock, $25.00
par value ("Dundee Common Stock") during 1990-1994.

Only holders of record of Dundee Common Stock at the close of business on
April 25, 1995 (the "Record Date") will be entitled to notice of and to vote at
the Meeting. At the close of business on such date, there were 46,728 shares of
Dundee Common Stock outstanding. The affirmative votes of a majority of the
outstanding shares of Dundee Common Stock will be necessary for approval of the
Merger Agreement, and for approval and ratification of the terms and conditions
of issuances by Dundee of Dundee Common Stock during 1990-1994. See "The
Meeting."

The directors and one officer of Dundee have entered into agreements (i)
granting proxies to Springs under which Springs may vote certain shares of
Dundee Common Stock owned or controlled by such persons in favor of the Merger
at the Meeting and against any other acquisition of Dundee requiring shareholder
approval, and (ii) granting options at a cash price of $2,525.00 per share to
Springs to purchase such shares exercisable upon the occurrence of certain
events. These agreements cover approximately 23.5% of the outstanding Dundee
Common Stock. See "The Merger -- Option and Proxy Agreements." As of March 1,
1995, executive officers and directors of Dundee and their affiliates held in
the aggregate approximately 25.6% of the then outstanding Dundee Common Stock.
See "Dundee Voting Stock and Principal Holders."

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Representatives of Dundee's independent auditors, Ernst & Young LLP, will
be present at the Meeting to respond to appropriate questions and will have the
opportunity to make a statement if they desire to do so.

No vote of the shareholders of Springs is required to approve the Merger
Agreement.

REASONS FOR THE MERGER; RECOMMENDATION OF DUNDEE'S BOARD OF DIRECTORS

Dundee's Board of Directors has unanimously approved the Merger and has
determined that the Merger is fair to, and in the best interests of, Dundee and
its shareholders. Accordingly, Dundee's Board of Directors unanimously
recommends that Dundee's shareholders vote FOR approval of the Merger Agreement.
In approving the Merger Agreement, Dundee's directors considered, among other
things, Dundee's financial condition, the financial terms and tax consequences
of the Merger, and a report and opinion from The Robinson-Humphrey Company, Inc.
("Robinson-Humphrey") regarding the fairness, from a financial point of view, of
the consideration to be received in the Merger by the shareholders of Dundee.
See "The Merger -- Dundee Reasons for the Merger; Recommendation of the Board of
Directors of Dundee" and "The Merger -- Opinion of Dundee's Financial Advisor."

THE MERGER

Under the terms of the Merger Agreement, Dundee will merge with Subcorp and
will thus become a wholly-owned subsidiary of Springs. After the Merger, either
Subcorp will remain as the surviving corporation in the Merger or,
alternatively, if 80% or more of the outstanding shares of Dundee Common Stock
is converted into Springs Class A Common Stock, $.25 par value ("Springs Class A
Stock") in the Merger, Springs may, at its option, cause Subcorp to merge with
and into Dundee, thus leaving Dundee as the surviving corporation in the Merger.
Subject to the approval of the shareholders of Dundee and the satisfaction or
waiver of conditions precedent to the Merger but no later than the third
business day thereafter (the "Closing Date"), the Merger will become effective
at the time that a certificate of merger is filed with the Secretary of State of
the State of Georgia, unless a different effective time is specified in the
certificate of merger (the "Effective Time"). If Subcorp is the surviving
corporation in the Merger, at the Effective Time and by reason of the Merger,
Subcorp will change its corporate name from "Dundee Acquisition Corp." to
"Dundee Mills, Incorporated." Assuming that the Merger Agreement is approved at
the Meeting and all other conditions to the Merger are satisfied or waived, it
is anticipated that the Effective Time will occur on the date of the Meeting, or
as soon thereafter as practicable.

MERGER CONSIDERATION

Amount and Payment. At the Effective Time, each outstanding share of
Dundee Common Stock, with certain exceptions, will be converted into and
exchanged for the right to receive an amount of Springs Class A Stock equal in
value to $2,525.00 (subject to variation based on market prices) or cash in that
amount, at the shareholder's election (a "Cash Election") and subject to certain
limitations (such shares of Springs Class A Stock and cash being hereinafter
referred to as the "Merger Consideration"). Dundee shareholders may elect to
convert a portion of their holdings of Dundee Common Stock into cash and the
remaining portion into Springs Class A Stock. In order to assure that the Merger
will qualify as a tax-free reorganization, the maximum number of shares of
Dundee Common Stock that can be converted into the right to receive cash is
23,363 shares of Dundee Common Stock less the total number of shares of Dundee
Common Stock as to which the holders have exercised dissenters' rights with
respect to the Merger pursuant to Georgia law (the "Maximum Number of Cash
Election Shares"). If Cash Elections are properly made with respect to more than
the Maximum Number of Cash Election Shares, a number of shares of Dundee Common
Stock held by holders of ten or more Cash Election shares shall be treated pro
rata as if they have not been subject to Cash Elections, as necessary to reduce
the number of shares as to which Cash Elections have been made to the Maximum
Number of Cash Election Shares (or the most practicable number immediately below
such number). FOR A DISCUSSION OF THE PROCEDURES TO FOLLOW IN MAKING A CASH
ELECTION SEE "THE MERGER -- CASH ELECTION PROCEDURE." A Dundee shareholder who
makes a Cash Election will, subject to certain limitations, fix the amount of
consideration to be received for each share of Dundee Common Stock at $2,525.00
per share. A person making a Cash Election, to the extent cash is received, will
not be subject to the risk of

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declines in the market value of Springs Class A Stock but will not have the
opportunity to profit from any increases in the market value of Springs Class A
Stock. The Merger is expected to qualify as a reorganization under the Internal
Revenue Code of 1986, as amended, and thus a Dundee shareholder will not be
subject to income taxation on the Merger Consideration if the shareholder's
Merger Consideration is received solely in Springs Class A Common Stock, but
will be subject to income taxation on any gain realized to the extent the Merger
Consideration is received in cash. See "The Merger -- Tax Consequences."

The maximum number of shares of Springs Class A Stock into which shares of
Dundee Common Stock will be converted in the Merger will be 3,000,000 shares. If
Dundee shareholders not making Cash Elections or exercising dissenters' rights
would otherwise be entitled to receive a total of more than 3,000,000 shares of
Springs Class A Stock, a number of shares of Dundee Common Stock held by holders
of ten or more shares shall be treated pro rata as having been subject to Cash
Elections, as necessary to reduce the number of shares of Springs Class A Stock
issued in the Merger to 3,000,000. If the maximum number of shares of Springs
Class A Stock is issued, the 3,000,000 shares would represent approximately
23.5% of the shares of Springs Class A Stock expected to be outstanding after
the Merger, and approximately 14.6% of the aggregate number of shares of Springs
Class A Stock and Springs Class B Common Stock, $.25 par value ("Springs Class B
Stock") expected to be outstanding after the Merger (based on the number of
outstanding shares of Springs Class A Stock and Springs Class B Stock on March
6, 1995 plus the maximum number of shares of Springs Class A Stock to be issued
in the Merger). See "The Merger -- Limitation on Springs Class A Stock." As of
March 6, 1995, these 3,000,000 shares would have represented approximately 6.8%
of the voting power of all outstanding Springs voting securities, or a higher
percentage in voting on certain matters. See "Springs Capital Stock."

The conversion ratio of Dundee Common Stock into Springs Class A Stock will
be based upon the average of the closing prices per share of Springs Class A
Stock on the New York Stock Exchange ("NYSE") for the ten trading days
immediately preceding the date which is three calendar days prior to the Closing
Date (the "Reported Market Price"). If the Reported Market Price is $33.50 or
more but not more than $38.50, the conversion ratio of Dundee Common Stock into
Springs Class A Stock shall be equal to:

$2,525.00
----------
Reported Market Price

and shares of Springs Class A Stock issued in exchange for Dundee Common Stock
will have a market value of $2,525.00 per share of Dundee Common Stock, based on
the Reported Market Price.

If the Reported Market Price of Springs Class A Stock is less than $33.50,
the conversion ratio shall be equal to:

$2,525.00 or 75.37313 shares of
- ---------- Springs Class A Stock
$33.50 per share of Dundee Common Stock

and shares of Springs Class A Stock issued in exchange for Dundee Common Stock
will have a market value less than $2,525.00 per share of Dundee Common Stock,
based on the Reported Market Price.

If the Reported Market Price of Springs Class A Stock exceeds $38.50, the
conversion ratio shall be equal to:

$2,525.00 or 65.58442 shares of
- ---------- Springs Class A Stock
$38.50 per share of Dundee Common Stock

and shares of Springs Class A Stock issued in exchange for Dundee Common Stock
will have a market value greater than $2,525.00 per share of Dundee Common
Stock, based on the Reported Market Price. See "-- Market Prices and Per Share
Merger Consideration."

No fractional shares of Springs Class A Stock will be issued in the Merger.
The value of any such fractional shares will be paid by Springs in cash. See
"The Merger -- Fractional Shares."

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The maximum number of shares of Dundee Common Stock that can be converted
into the right to receive cash is 23,363 shares, or approximately 50% of the
outstanding shares of Dundee Common Stock. The following chart illustrates the
amount of cash that would be received by a holder of 100 shares of Dundee Common
Stock making a Cash Election for all 100 shares under different Cash Election
scenarios, taking into account the impact of any proration among shareholders if
Cash Elections are made for more than the Maximum Number of Cash Election
Shares:

AS TO HOLDER OF 100 SHARES OF DUNDEE COMMON
PERCENTAGE OF ALL STOCK
SHARES OF ---------------------------------------------
DUNDEE COMMON STOCK CASH ELECTION CASH ELECTION CASH
SUBJECT TO CASH ELECTIONS SHARES SHARES ACCEPTED(A) RECEIVED
- ------------------------- ------------- ------------------ --------

25%........................................... 100 100 $252,500
50%........................................... 100 100 252,500
75%........................................... 100 66 166,650
100%.......................................... 100 49 123,725

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(a) The Merger Agreement provides that, in the event Cash Elections are made for
more than the Maximum Number of Cash Election Shares, holders of ten or more
Cash Election shares will be subject to proration. This illustration assumes
that a total of 363 shares of Dundee Common Stock subject to Cash Elections
are held by holders making Cash Elections as to fewer than ten shares, and
are thus not subject to proration. Shares as to which Cash Elections are not
accepted because of proration will be converted into Springs Class A Stock
under the terms of the Merger Agreement. The number of shares of Springs
Class A Stock received will vary based upon the Reported Market Price.

If none of the holders of Dundee Common Stock make Cash Elections, some of
the Dundee Common Stock will be converted into cash (because a maximum of
3,000,000 shares of Springs Class A Stock can be issued in the Merger) and the
number of shares of Dundee Common Stock converted into cash will vary based on
the Reported Market Price. For instance, if the Reported Market Price is $38.50
or more, a maximum of 2,999,962 shares of Springs Class A Stock could be issued,
and 986 shares of Dundee Common Stock (or 2.1% of such shares) would be
converted into cash at $2,525 per share (for an aggregate of $2,489,650). If the
Reported Market Price is $33.50 or less, a maximum of 2,999,926 shares of
Springs Class A Stock could be issued, and 6,927 shares of Dundee Common Stock
(or 14.8% of such shares) would be converted into cash at $2,525 per share (for
an aggregate of $17,490,675).

Cash Election Procedure. Dundee shareholders who desire to receive cash
for some or all of their shares of Dundee Common Stock must complete the Cash
Election Form (the "Cash Election Form") contained in the enclosed Letter of
Transmittal (the "Letter of Transmittal"). TO RECEIVE CASH IN EXCHANGE FOR ANY
SHARES OF DUNDEE COMMON STOCK, THE LETTER OF TRANSMITTAL CONTAINING A COMPLETED
CASH ELECTION FORM, ALONG WITH ALL CERTIFICATES REPRESENTING SHARES OF DUNDEE
COMMON STOCK HELD BY THE SHAREHOLDER MAKING THE CASH ELECTION, MUST BE RECEIVED
BY WACHOVIA BANK OF NORTH CAROLINA, N.A. (THE "EXCHANGE AGENT"), PRIOR TO THE
CLOSE OF BUSINESS ON MAY 24, 1995. SEE "THE MERGER -- CASH ELECTION PROCEDURE."

Non-Cash Election Shares. Each holder of record of Dundee Common Stock at
the Effective Time who has not made or has revoked a Cash Election will be
entitled to receive shares of Springs Class A Stock in exchange for such shares
of Dundee Common Stock. See "The Merger -- Exchange of Certificates for Non-Cash
Election Shares."

DISSENTERS' RIGHTS

Each holder of Dundee Common Stock who dissents from the Merger is entitled
to the rights and remedies of dissenting shareholders provided in the applicable
Georgia statutes, subject to compliance with the procedures set forth therein. A
copy of such statutory provisions, as in effect on the date of this Proxy
Statement and Prospectus, is attached to this Proxy Statement and Prospectus as
Exhibit C, and a summary thereof is set forth under "The Meeting -- Rights of
Dissenting Shareholders." Springs will not be obligated to complete the Merger
if holders of more than 8% of the outstanding shares of Dundee Common Stock
exercise their dissenters' rights.

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CERTAIN TERMS OF THE MERGER

Conditions to the Merger. The obligations of Springs, Dundee and Subcorp
to consummate the Merger are subject to the prior satisfaction of various
conditions, including, among others, (a) approval of the Merger Agreement by
Dundee's shareholders; (b) holders of not more than 8% of the outstanding shares
of Dundee Common Stock having exercised dissenters' rights under Georgia law;
(c) Dundee having taken corporate action to assure that all shares of Dundee
Common Stock issued by Dundee since July 1, 1989 were validly issued, fully paid
and nonassessable and that no preemptive rights exist with respect to such
issuances; (d) Springs' Registration Statement for the Springs Class A Stock to
be issued in the Merger having become effective under the Securities Act and no
stop order having been issued or become pending or threatened; (e) Dundee and
Springs each having received a satisfactory opinion from Sutherland, Asbill &
Brennan, counsel for Springs, as to the tax consequences of the Merger; and (f)
the shares of Springs Class A Stock to be issued in the Merger having been
authorized for listing on the NYSE upon official notice of issuance. In
addition, neither Springs nor Dundee is obligated to complete the Merger unless
certain additional conditions have been satisfied. See "The Merger -- Conditions
to the Merger."

Termination. The Merger Agreement may be terminated prior to the filing of
the certificate of merger in certain circumstances, including (a) by mutual
action of the Springs and Dundee Boards of Directors; (b) by Springs or Dundee
if any of certain conditions to their respective obligations has not been
satisfied or waived (or by its nature cannot be cured or eliminated) prior to
the Closing Date; (c) by Springs or Dundee if any general suspension of, or
limitation on, trading on the NYSE has continued for a period of 15 days or a
bank moratorium in the United States has continued for a period of 15 days; or
(d) if the Merger has not been consummated by July 31, 1995. See "The
Merger -- Effective Time and Termination."

Under certain circumstances, if the Merger Agreement is terminated, Dundee
may be obligated to pay Springs liquidated damages in the amount of $3,000,000
plus Springs' out-of-pocket expenses reasonably incurred in connection with the
Merger. See "The Merger -- Effective Time and Termination."

TAX CONSEQUENCES

No ruling of the Internal Revenue Service is being sought in connection
with the Merger, but it is anticipated that the Merger will not result in a
taxable transaction for a holder of shares of Dundee Common Stock if the
shareholder's Merger Consideration is received solely in the form of Springs
Class A Stock, but the holder will be subject to income taxation on any gain
realized to the extent the Merger Consideration is received in cash. The
parties' obligation to consummate the Merger is subject to receipt of a
satisfactory opinion from Sutherland, Asbill & Brennan as to the federal income
tax consequences to Dundee and its shareholders as described above. See "The
Merger -- Tax Consequences."

COMPARISON OF SHAREHOLDER RIGHTS

If the Merger is consummated, holders of shares of Dundee Common Stock will
become holders of Springs Class A Stock, which will result in their rights as
shareholders being governed by South Carolina law. A discussion of the material
differences between the rights of holders of Dundee Common Stock and holders of
Springs Class A Stock is set forth in "Comparison of Rights of Holders of
Springs Class A Stock and Holders of Dundee Common Stock."

MARKET PRICES AND PER SHARE MERGER CONSIDERATION

Springs Class A Stock is quoted on the NYSE under the symbol "SMI." There
is no public trading market for Dundee Common Stock. The following table shows
the last sale price per share of Springs Class A Stock as reported by the NYSE
(a) on January 12, 1995, the last trading day prior to the announcement of the
letter of intent between Springs and Dundee with respect to the Merger, (b) on
February 6, 1995, the last trading day prior to the announcement of the
execution of the Merger Agreement and (c) on April 24, 1995. The table also
indicates, as of such dates, the market value of the Merger Consideration on an
equivalent per share basis of Dundee Common Stock based on the market value of
Springs Class A Stock on such dates (assuming that the Effective Time occurred
on each date and that the Reported Market Price of Springs

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Class A Stock used in computing the Merger Consideration and the market value of
Springs Class A Stock were the same on each date). For purposes of comparison,
the table also shows comparable information based on illustrative Reported
Market Prices of Springs Class A Stock ranging from $40.00 per share (above the
Reported Market Price at the top of the "collar" of $38.50) to $32.00 (below the
Reported Market Price at the bottom of the "collar" of $33.50).

EQUIVALENT MARKET VALUE OF
MERGER CONSIDERATION
PER SHARE OF DUNDEE COMMON STOCK
--------------------------------
SPRINGS CLASS A
STOCK
MARKET VALUE --------------------
OF SPRINGS STOCK CASH
CLASS A STOCK SHARES VALUE VALUE
------------- -------- --------- ---------

Shareholder receiving 100% Springs Class A Stock:
Closing Price on January 12, 1995............ $39.250 65.58442 $2,574.19 n/a
Closing Price on February 6, 1995............ 36.625 68.94198 2,525.00 n/a
Closing Price on April 24, 1995.............. 38.750 65.58442 2,541.40 n/a
Illustrative Price (above collar)............ 40.00 65.58442 2,623.38 n/a
Illustrative Price (maximum collar price).... 38.50 65.58442 2,525.00 n/a
Illustrative Price (middle of collar)........ 35.00 72.14286 2,525.00 n/a
Illustrative Price (minimum collar price).... 33.50 75.37313 2,525.00 n/a
Illustrative Price (below collar)............ 32.00 75.37313 2,411.94 n/a
Shareholder receiving 100% cash:.................. n/a n/a n/a $2,525.00

DUNDEE SHAREHOLDERS ARE URGED TO OBTAIN CURRENT QUOTES FOR SPRINGS CLASS A
STOCK.

OPINION OF DUNDEE'S FINANCIAL ADVISOR

Robinson-Humphrey has rendered an opinion to Dundee that, based on and
subject to the procedures, matters and limitations described in its opinion and
such other matters as it considers relevant, as of the date of its opinion, the
consideration to be received in the Merger is fair, from a financial point of
view, to the shareholders of Dundee. The opinion of Robinson-Humphrey is
attached as Exhibit B to this Proxy Statement and Prospectus. Dundee
shareholders are urged to read the opinion in its entirety for a description of
the procedures followed, matters considered, and limitations on the review
undertaken therewith. See "The Merger -- Opinion of Dundee's Financial Advisor."

CONFLICTS OF INTEREST

Certain members of Dundee's management and Board of Directors have
interests in the Merger in addition to their interests as shareholders of Dundee
generally. Those interests relate to, among other things, provisions in the
Merger Agreement regarding retention compensation (totalling approximately $2.2
million), continuation of employment, severance benefits (totalling a maximum of
approximately $2.6 million), indemnification, and the condition to the Merger
that Dundee take corporate action to validate issuances of Dundee Common Stock
since July 1, 1989. See "The Merger -- Conflicts of Interest."

GOVERNMENTAL AND REGULATORY REQUIREMENTS

Springs and Dundee are not aware of any governmental or regulatory
requirements for consummation of the Merger other than compliance with
applicable federal and state securities laws and the expiration or the
termination of the waiting periods applicable to the Merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act")
and the rules and regulations thereunder. Under the HSR Act, certain acquisition
transactions, such as the Merger, may not be consummated unless required
information has been furnished to the Antitrust Division of the Department of
Justice (the "Antitrust Division") and the Federal Trade Commission (the "FTC")
and the specified waiting period requirements have been satisfied. On February
8, 1995 and March 7, 1995, respectively, Springs and Dundee each filed with

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the Antitrust Division and the FTC a Notification and Report Form with respect
to the Merger. The FTC granted early termination of the applicable waiting
period for the Merger on March 27, 1995. See "The Merger -- Governmental and
Regulatory Requirements."

RATIFICATION OF CERTAIN ISSUANCES OF DUNDEE COMMON STOCK

The holders of Dundee Common Stock will also act upon a proposal to ratify
issuances of an aggregate of 2,261 shares of Dundee Common Stock at an average
price of $963 per share during 1990-1994. Springs' obligation to consummate the
Merger is conditioned on action by Dundee assuring that such shares were validly
issued, fully paid and nonassessable and that no preemptive rights exist with
respect to the issuance of such shares. A special committee (the "Special
Committee") of the Board of Directors of Dundee has ratified such issuances and
the terms and conditions thereof and has determined that such shares were issued
to officers and employees of Dundee who were afforded an opportunity to purchase
such shares as part of their compensation and that such issuances qualify for an
exemption from preemptive rights for issuances as compensation to officers and
employees if the terms and conditions of the issuances are approved and ratified
by a majority vote of Dundee's shareholders. No member of the Special Committee
obtained any shares in such issuances. The Special Committee has unanimously
approved and ratified the terms and conditions of such sales and issuances and
recommends that Dundee shareholders vote FOR the approval and ratification of
the terms and conditions of such issuances so as to establish that no preemptive
rights exist with respect thereto. Approval and ratification of the terms and
conditions of such issuances will require the affirmative votes of a majority of
the outstanding shares of Dundee Common Stock. See "Ratification of Certain
Issuances of Dundee Common Stock."

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SELECTED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE DATA)

The following tables set forth selected financial data for Springs and
Dundee. Such information should be read in conjunction with Springs' audited
consolidated financial statements and notes and its Management's Discussion and
Analysis of Financial Condition and Results of Operations incorporated by
reference herein, Dundee's audited financial statements and notes contained
elsewhere herein and the unaudited interim financial information of Dundee and
its Management's Discussion and Analysis of Financial Condition and Results of
Operations included in this Proxy Statement and Prospectus. Information for
Springs and Dundee for each of their fiscal years from 1990 through 1994 is
derived from the Springs and Dundee audited financial statements. Unaudited
interim financial data for Dundee includes all adjustments that Dundee considers
necessary for a fair presentation of the operating results for such interim
periods (all of which were of a normal recurring nature). Results for the
interim periods are not necessarily indicative of results for the full year. See
"Dundee Selected Financial Data."

FOR OR AT THE END OF FISCAL YEARS(A)
------------------------------------------------------------------
1990 1991 1992(B) 1993 1994
---------- ---------- ---------- ---------- ----------

SPRINGS
STATEMENT OF OPERATIONS DATA:
Net sales..................... $1,877,978 $1,890,406 $1,975,692 $2,022,816 $2,068,911
Net income (loss)............. (6,833)(c) 27,097 44,530 (25,287)(d) 62,227
Earnings (loss) per common
share....................... (.39)(c) 1.53 2.50 (1.42)(d) 3.50
Weighted average number of
common shares............... 17,672 17,710 17,805 17,825 17,793
Dividends per common share:
Class A..................... 1.20 1.20 1.20 1.20 1.20
Class B..................... 1.08 1.08 1.08 1.08 1.08
BALANCE SHEET DATA:
Working capital............... 356,535 329,700 328,189 353,529 373,048
Total assets.................. 1,201,128 1,251,298 1,250,303 1,292,131 1,289,043
Total long-term debt
(excluding current
portion).................... 260,423 287,837 273,551 293,028 265,384
Shareholders' equity.......... 560,914 568,850 588,058 543,193 584,091

FOR OR AT THE
FOUR MONTHS ENDED
FOR OR AT THE END OF FISCAL YEARS ENDED AUGUST 31, DECEMBER 31,
-------------------------------------------------------------- -------------------------
1990(E) 1991 1992 1993 1994 1993 1994
---------- ---------- ---------- ---------- ---------- ---------- ----------
(UNAUDITED)

DUNDEE
STATEMENT OF OPERATIONS DATA:
Net sales........................ $ 223,455 $ 242,386 $ 247,728 $ 263,363 $ 266,814 $ 85,107 $ 90,363
Net income (loss)................ 9,697 134 6,452 870 (1,501)(f) (241)(f) 1,065
Earnings (loss) per common
share.......................... 203.66 2.80 137.50 18.60 (32.00)(f) (5.14)(f) 22.77
Weighted average number of common
shares......................... 48 48 47 47 47 47 47
Dividends per common share....... 30.00 30.00 30.00 30.00 30.00 4.00 4.00
BALANCE SHEET DATA:
Working capital.................. 80,199 79,293 93,085 88,424 82,728 84,864 81,251
Total assets..................... 148,194 167,837 186,151 175,562 169,007 171,981 164,942
Total long-term debt (excluding
current portion)............... 13,060 26,615 42,670 28,670 23,715 24,670 19,715
Shareholders' equity............. 121,751 121,417 124,300 123,925 120,736 123,495 121,528

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(a) The fiscal years of Springs end on the Saturday nearest December 31.
Selected Financial Data of Springs includes financial information relating
to certain asset acquisitions accounted for by Springs as purchases from
their dates of acquisition in April 1991, August 1992 and October 1992.
Selected Financial Data of Springs also includes Springs' former subsidiary
Clark-Schwebel Distribution Corp. until the date of its sale in June 1994.
(b) Springs' 1992 fiscal year contained fifty-three weeks.
(c) Includes a $70.0 million charge ($43.9 million after tax, or $2.46 per
share) for restructuring.
(d) Includes a $72.5 million charge, net of income taxes, or $4.07 per share for
the cumulative effect of adoption of SFAS Nos. 106 and 109.
(e) Includes information as to certain acquisitions accounted for as purchases
from their dates of acquisition in January 1990 and May 1990.
(f) Includes a charge of $0.2 million, or $4.12 per share, for the adoption of
SFAS No. 109.

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9

SUMMARY PRO FORMA FINANCIAL DATA (UNAUDITED)

The following tables set forth certain unaudited pro forma condensed
combined financial data regarding the financial position and results of
operations of Springs and Dundee upon completion of the Merger, which will be
accounted for as a purchase by Springs in accordance with generally accepted
accounting principles.

This pro forma condensed combined financial data is based on various
assumptions and estimates in arriving at the pro forma adjustments which give
effect to the Merger as if the Merger had occurred as of the beginning of the
period presented or as of the balance sheet date, should be read in conjunction
with the Pro Forma Condensed Combined Financial Data and the notes thereto
included in this Proxy Statement and Prospectus as required by the rules and
regulations of the SEC, and is provided for comparative purposes only. This pro
forma financial information does not purport to be indicative of the results
which actually would have been obtained if the Merger had been effected on the
date indicated or of results which may be obtained in the future.

YEAR ENDED DECEMBER 31, 1994
-------------------------------
SCENARIO A(A) SCENARIO B(B)
------------- -------------
(IN THOUSANDS)

SPRINGS AND DUNDEE PRO FORMA
CONDENSED COMBINED (UNAUDITED)
STATEMENT OF OPERATIONS DATA:
Net sales......................................................... $ 2,340,981 $ 2,340,981
Net income........................................................ 65,817 63,735
BALANCE SHEET DATA:
Total assets...................................................... 1,456,208 1,456,208
Total long-term debt (excluding current portion).................. 302,587 344,090
Shareholders' equity.............................................. 684,591 643,088

- ---------------

(a) Scenario A assumes a Reported Market Price of $33.50 and conversion of 100%
of the outstanding shares of Dundee Common Stock into the maximum number of
shares of Springs Class A Stock issuable in the Merger (3,000,000 shares).
(b) Scenario B assumes a Reported Market Price of $38.50 and conversion of 50%
of the outstanding shares of Dundee Common Stock into the minimum number of
shares of Springs Class A Stock issuable in the Merger (1,532,380 shares).

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COMPARATIVE PER SHARE DATA

The following table sets forth certain data per share of Springs Class A
Stock, per share of Dundee Common Stock and per share pro forma combined after
giving effect to the Merger. For purposes of this presentation, the Dundee
Historical and Pro Forma results for the year ended December 31, 1994 include
the results for Dundee's August 31, 1994 fiscal year with the addition of
results for the period from September 1 through December 31, 1994 and the
deduction of the results for the similar period in 1993. This data should be
read in conjunction with the consolidated financial statements of Springs and
the notes thereto incorporated herein by reference, the financial statements of
Dundee and the notes thereto included herein, and the Pro Forma Condensed
Combined Financial Data and the notes thereto included herein. Equivalent pro
forma combined per share information is calculated by applying an assumed
conversion ratio of (a) under Scenario A, 75.37313 and (b) under Scenario B,
65.58442, shares of Springs Class A Stock for each share of Dundee Common Stock
(based on the minimum and maximum possible Reported Market Price, respectively)
to the pro forma combined per share data such that the equivalent pro forma
combined per share amounts are expressed per share of Dundee Common Stock.

PRO FORMA COMBINED EQUIVALENT PRO FORMA
(PER SPRINGS CLASS A COMBINED
SHARE) (PER DUNDEE SHARE)
-------------------------- -------------------------
SPRINGS DUNDEE SCENARIO SCENARIO SCENARIO SCENARIO
HISTORICAL HISTORICAL A(A) B(B) A(A) B(B)
---------- ---------- ----------- ----------- ----------- -----------

COMPARATIVE PER SHARE DATA:
Earnings (loss) per common
share:
Year ended December 31,
1994...................... $ 3.50 $ (4.14) $3.17 $3.30 $ 238.93 $ 216.43
Dividends per share:
Year ended December 31,
1994...................... 1.20(c) 30.00 1.20(c) 1.20(c) 90.45 78.70
Book value per common share as
of:
December 31, 1994........... 33.20 2,600.75 33.24 33.62 2,505.40 2,204.95

- ---------------

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THE MEETING

GENERAL

This Proxy Statement and Prospectus is being furnished to the holders of
Dundee Common Stock in connection with the solicitation by the Dundee Board of
Directors of proxies for use at the Meeting. At the Meeting, Dundee shareholders
will be asked to consider and vote upon proposals (i) to approve the Merger
Agreement, pursuant to which Dundee will merge with Subcorp, and (ii) to approve
and ratify the terms and conditions of issuances by Dundee of Dundee Common
Stock during 1990-1994 issued as compensation to officers and employees of
Dundee. If the Merger is consummated, each outstanding share of Dundee Common
Stock, with certain exceptions, will be converted into and exchanged for the
right to receive an amount of Springs Class A Stock equal in value to $2,525.00
(subject to variation based on market prices) or cash in that amount, at the
shareholder's election (a "Cash Election") and subject to certain limitations
(such shares of Springs Class A Stock and cash being referred to as the "Merger
Consideration"). The Meeting will be held on May 25, 1995 at 10:00 a.m., local
time, at Griffin Technical Institute, 501 Varsity Road, Griffin, Georgia 30223.
Springs' obligation to consummate the Merger is conditioned upon, among other
things, Dundee shareholder approval of the Merger Agreement, and Dundee
corporate action (including shareholder approval) approving and ratifying the
terms and conditions of issuances by Dundee of Dundee Common Stock during
1990-1994 so as to assure that such shares were validly issued, fully paid and
nonassessable and that no preemptive rights exist with respect to such
issuances, both of which are being submitted to the Dundee shareholders at the
Meeting. See "Ratification of Certain Issuances of Dundee Common Stock."

RECORD DATE AND SHARES ENTITLED TO VOTE

The Board of Directors of Dundee has established the close of business on
April 25, 1995 (the "Record Date") as the date for determining the Dundee
shareholders entitled to notice of and to vote at the Meeting. Only holders of
record of shares of Dundee Common Stock as of the Record Date will be entitled
to vote at the Meeting. As of the Record Date, there were 46,728 shares of
Dundee Common Stock issued and outstanding, held by approximately 290 holders of
record. Holders of record of Dundee Common Stock on the Record Date are entitled
to one vote per share on any matter that may properly come before the Meeting.

VOTE REQUIRED; SECURITY OWNERSHIP OF MANAGEMENT

The presence in person or by proxy of the holders of a majority of the
shares of Dundee Common Stock outstanding as of the Record Date is necessary to
constitute a quorum for the transaction of business at the Meeting. The
affirmative votes of a majority of the outstanding shares of Dundee Common Stock
will be necessary for approval of the Merger Agreement and for approval and
ratification of the terms and conditions of issuances by Dundee of Dundee Common
Stock during 1990-1994. Abstentions and broker non-votes will be counted as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum at the Meeting (assuming, with respect to broker non-votes,
that the beneficial owner has granted the nominee discretion to vote on at least
one matter). Abstentions and broker non-votes will not count as either votes for
or against any proposals at the Meeting.

As of the Record Date, the executive officers and directors of Dundee
beneficially owned an aggregate of 11,944 shares of Dundee Common Stock, or
approximately 25.6% of the shares of Dundee Common Stock then outstanding. At
the time that the Merger Agreement was executed, each director and one officer
of Dundee delivered a proxy in favor of Springs authorizing Springs to vote all
shares beneficially owned or controlled by such person in favor of approving the
Merger Agreement. Each executive officer of Dundee has advised Dundee that he
intends to vote his shares for approval of the Merger Agreement, and each
director and executive officer of Dundee has advised Dundee that he intends to
vote his shares for approval and ratification of the terms and conditions of
issuances by Dundee of Dundee Common Stock during 1990-1994.

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SOLICITATION AND REVOCATION OF PROXIES

A form of proxy is enclosed with this Proxy Statement and Prospectus. All
shares of Dundee Common Stock represented by properly executed proxies will,
unless such proxies have been previously revoked, be voted in accordance with
the instructions indicated on such proxies. If no instructions are indicated,
such shares will be voted FOR the approval of the Merger Agreement and FOR
approval and ratification of the terms and conditions of issuances by Dundee of
Dundee Common Stock during 1990-1994, and, in the discretion of the proxy
holder, as to any procedural or other matters that may properly come before the
Meeting. As of the date of this Proxy Statement and Prospectus, Dundee is
unaware of any other matter to be presented at the Meeting.

DUNDEE SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE
ACCOMPANYING PROXY AND RETURN IT PROMPTLY TO DUNDEE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE, EVEN IF THEY ARE PLANNING TO ATTEND THE MEETING. FAILURE TO RETURN
YOUR PROPERLY EXECUTED PROXY OR TO VOTE AT THE MEETING WILL HAVE THE SAME EFFECT
AS A VOTE AGAINST THE APPROVAL OF THE MERGER AGREEMENT AND AGAINST THE APPROVAL
AND RATIFICATION OF THE TERMS AND CONDITIONS OF CERTAIN PAST ISSUANCES OF DUNDEE
COMMON STOCK.

Any Dundee shareholder who has previously delivered a properly executed
proxy may revoke such proxy at any time before its exercise. A proxy may be
revoked either by (i) delivering to the Secretary of Dundee prior to the Meeting
either a written revocation of such proxy or a duly executed proxy bearing a
later date or (ii) attending the Meeting and voting in person, regardless of
whether a proxy has previously been given. A proxy will not be revoked for death
or intervening incapacity of the shareholder executing the proxy unless, before
the vote, notice of such death or incapacity is filed with the Secretary of
Dundee. Presence at the Meeting will not revoke a shareholder's proxy unless the
shareholder votes in person.

Solicitations of proxies will be made by mail, but also may be made by
telephone, telegram or in person by the directors, officers and employees of
Dundee, who will receive no additional compensation for such solicitation, but
may be reimbursed for out-of-pocket expenses. Brokerage houses, nominees,
fiduciaries and other custodians will be requested to forward solicitation
materials to beneficial owners and will be reimbursed for their reasonable
out-of-pocket expenses.

DUNDEE SHAREHOLDERS SHOULD NOT FORWARD ANY STOCK CERTIFICATES WITH THEIR
PROXY CARDS. DUNDEE STOCK CERTIFICATES SHOULD BE FORWARDED TO WACHOVIA BANK OF
NORTH CAROLINA, N.A. ONLY WITH THE LETTER OF TRANSMITTAL INCLUDED WITH THIS
PROXY STATEMENT AND PROSPECTUS. SEE "THE MERGER -- CASH ELECTION PROCEDURE" AND
"THE MERGER -- EXCHANGE OF CERTIFICATES FOR NON-CASH ELECTION SHARES" FOR
INFORMATION ABOUT RETURNING YOUR SHARE CERTIFICATES.

RIGHTS OF DISSENTING SHAREHOLDERS

Each record holder of Dundee Common Stock is entitled to dissent from the
Merger and obtain payment of the Fair Value of his shares of Dundee Common Stock
pursuant to Article 13 of the Georgia Business Corporation Code (the "GBCC"), a
copy of which is attached hereto as Exhibit C. The term "Fair Value" means the
value of shares of Dundee Common Stock immediately prior to the effectuation of
the Merger, exclusive of any appreciation or depreciation in anticipation of the
Merger, as defined in Article 13 of the GBCC. The Fair Value of the Dundee
Common Stock may be more or less than the consideration that a holder of such
stock would be entitled to receive in the Merger. The following is a summary of
the procedures to be followed by record holders of Dundee Common Stock who wish
to dissent from the Merger.

Pursuant to Section 14-2-1321 of the GBCC, any record holder who wishes to
assert dissenters' rights (i) must deliver to Dundee prior to the shareholders'
vote on the Merger written notice of his intent to demand payment for his shares
if the Merger is effectuated, (ii) must not vote his shares in favor of the

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Merger, and (iii) must file a payment demand and deposit his shares with Dundee
in accordance with the terms set forth in the notice of approval of the Merger
described below.

Only a holder of record of shares of Dundee Common Stock is entitled to
assert dissenters' rights for the shares of Dundee Common Stock registered in
that holder's name. A record holder who wishes to dissent from the Merger must
dissent with respect to all shares he owns or over which he has power to direct
the vote, except that a record holder who is a nominee for several beneficial
shareholders may dissent with respect to the shares held for one or more
beneficial owners while not exercising such dissenters' rights with respect to
the shares of Dundee Common Stock held for other beneficial owners. In such
case, the notice provided to Dundee by the nominee pursuant to Section 14-2-1321
of the GBCC shall set forth the name and address of each person on whose behalf
the nominee asserts dissenters' rights. SHAREHOLDERS WHO HOLD THEIR SHARES OF
DUNDEE COMMON STOCK IN BROKERAGE ACCOUNTS OR OTHER NOMINEE FORMS AND WHO WISH TO
EXERCISE DISSENTERS' RIGHTS SHOULD CONSULT WITH THEIR BROKERS TO DETERMINE THE
APPROPRIATE PROCEDURES FOR THE MAKING OF DEMAND FOR APPRAISAL BY SUCH NOMINEE.

Any record holder who does not timely and completely comply with the
provisions of Article 13 of the GBCC will be bound by the terms of the Merger
Agreement and will be entitled to receive Springs Class A Stock or cash, or a
combination thereof, as applicable, as provided in the Merger Agreement.

Within ten days of the later of the effectuation of the Merger or receipt
of a payment demand, either Subcorp or Dundee, as the surviving corporation in
the Merger (the "Surviving Corporation"), will give written notice to each
record holder of Dundee Common Stock who has perfected dissenters' rights and
will make a written offer to pay each dissenter a specified price deemed by the
Surviving Corporation to be the Fair Value of such shares, plus accrued
interest. The offer of payment will be accompanied by financial information
concerning Dundee, a statement of the Surviving Corporation's estimate of the
Fair Value and an explanation as to how the interest was calculated. If a
dissenter accepts the Surviving Corporation's offer by written notice within 30
days after the offer or is deemed to have accepted the Surviving Corporation's
offer by failing to respond within 30 days, the Surviving Corporation will pay
the Fair Value within 60 days of the making of such offer or the consummation of
the Merger, whichever is later. Upon payment of the agreed value, the dissenter
shall cease to have any interest in such shares of Dundee Common Stock.

If the Surviving Corporation fails to make such written offer, or if it
makes the offer and a dissenter believes that the amount offered is less than
the Fair Value of his shares or that the interest due is incorrectly calculated,
the dissenter may notify the Surviving Corporation in writing of his own
estimate of the Fair Value of his shares and amount of interest due.

If the Surviving Corporation and a dissenting record holder do not agree to
the Fair Value of such dissenter's shares, the Surviving Corporation may file a
petition in the Superior Court of Spalding County, Georgia to determine the Fair
Value of the shares and accrued interest within 60 days of receiving the payment
demand. If the Surviving Corporation fails to commence the proceeding within the
60-day period, it must pay the dissenter the amount demanded. Each record holder
whose demand remains unsettled shall be made a party to the proceeding and shall
be entitled to judgment for the amount which the court finds to be the Fair
Value of his shares, plus interest to the date of judgment. The Court may
appoint one or more appraisers to receive evidence and recommend a decision on
the question of Fair Value.

The Court shall determine all costs of the proceeding, including the
compensation of appraisers appointed by the Court, but not including fees and
expenses of attorneys and experts of the parties. Such costs shall be assessed
against the Surviving Corporation, except that the Court may assess the costs
against all or some of the dissenters, in amounts the court finds equitable, to
the extent the court finds any dissenters acted arbitrarily, vexatiously or not
in good faith in demanding payment. The court also may assess the fees and
expenses of attorneys and experts for the parties in amounts the court finds
equitable, (i) against the Surviving Corporation, if the court finds the
Surviving Corporation did not substantially comply with the requirements of the
GBCC, or (ii) against either the Surviving Corporation or a dissenter, in favor
of any other party, if the court finds such party acted arbitrarily, vexatiously
or not in good faith with respect to the rights provided by Article 13 of the
GBCC. If the court finds that the services of attorneys for any dissenter
substantially benefitted other similarly situated dissenters, and that the fees
for such services should not be assessed against

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the Surviving Corporation, then the court may award such attorneys' reasonable
fees to be paid out of the amounts awarded to those dissenters who were
benefitted.

The foregoing does not purport to be a complete statement of the
proceedings to be followed by Dundee shareholders desiring to exercise
dissenters' rights of appraisal. Because exercise of such rights requires strict
adherence to the statutory provisions referred to above, each Dundee shareholder
who may desire to exercise such rights should adhere to the provisions of such
laws and consult with such holder's legal, financial and tax advisors.

Springs will not be required to consummate the Merger if holders of more
than 8% of the outstanding shares of Dundee Common Stock elect to exercise
dissenter's rights pursuant to the GBCC.

Springs shareholders will not have dissenters' rights in connection with
the Merger.

THE MERGER

This section of the Proxy Statement and Prospectus describes certain
aspects of the Merger. It does not purport to be complete and is qualified in
its entirety by reference to the Merger Agreement, which is attached to this
Proxy Statement and Prospectus as Exhibit A and is incorporated herein by
reference. Capitalized terms used herein without definition have the meaning
attributed thereto in the Merger Agreement. Shareholders are urged to read
carefully this Proxy Statement and Prospectus and the Merger Agreement in their
entirety.

BACKGROUND

Since the 1960's, executives of Springs and Dundee have communicated on an
occasional basis about the possibility of a business combination between the two
companies. During the last approximately ten years, Mr. John T. Newton, Chairman
of the Board of Dundee, and Mr. Walter Y. Elisha, Chairman of the Board and
Chief Executive Officer of Springs, have had several informal discussions
concerning possible joint ventures or the acquisition of Dundee by Springs.
During this period, Dundee opted to remain independent.

During 1992, several conversations and meetings occurred between
representatives of Springs and Dundee. On July 24, 1992, Mr. Elisha and Mrs.
Crandall Bowles, Executive Vice President of Springs, met with Mr. J. Henry
Walker, III, President and Chief Executive Officer of Dundee, to discuss a
possible acquisition of Dundee by Springs. On November 17, 1992, Mr. Walker and
Mr. M.J. Yates, Vice President of Dundee, met with Mr. Elisha and Mrs. Bowles
and toured certain of Springs' facilities in South Carolina.

In July 1993, Mr. Elisha contacted Mr. Newton again about the possible
acquisition of Dundee by Springs. On July 19, 1993, Mr. Elisha and Mrs. Bowles
met with Mr. Newton and Mr. Walker in Griffin, Georgia to discuss the potential
acquisition without making a specific proposal. The Board of Directors of Dundee
on July 22, 1993 resolved to decline to enter into formal negotiations with
Springs concerning the sale of Dundee because the Board concluded that Dundee
could successfully compete in the textile industry as an independent towel
manufacturer. In the latter part of 1994, several directors suggested that
Dundee management consider possible alternatives for providing Dundee
shareholders with greater liquidity. See "-- Dundee Reasons for the Merger;
Recommendation of the Board of Directors of Dundee."

On January 3, 1995, Mr. Newton called Mr. Elisha and asked if Springs would
consider acquiring Dundee. On the morning of January 5, Mr. Newton and Mr.
Elisha had a second telephone conversation concerning a possible transaction. On
the afternoon of January 5, Mr. Newton, Mr. David G. Newton, Vice President of
Dundee, Mr. Elisha, Mrs. Bowles, and Mr. J. Spratt White, Senior Vice President
of Springs, met in Atlanta to discuss the possibility of Springs acquiring
Dundee.

On January 7, certain directors and officers of Dundee met with Dundee's
legal advisors, King & Spalding, concerning the proposed Merger. The following
day, officers and directors of both Springs and Dundee met at the offices of
Springs' legal advisors, Sutherland, Asbill & Brennan, to negotiate a letter of
intent (the "Letter of Intent"), pursuant to which Springs would exchange
Springs Class A Stock and cash for

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Dundee Common Stock and Dundee would be merged with a wholly owned subsidiary of
Springs. The Letter of Intent was signed by Messrs. John Newton and Elisha on
January 8, 1995.

On January 12, 1995, the Board of Directors of Dundee met to consider the
Letter of Intent. At that meeting, the Board approved the Letter of Intent and
appointed a special committee of outside directors (the "Special Committee") to
act solely on certain matters relating to the Merger as to which certain other
directors of Dundee may have had an interest. In particular, the Special
Committee was authorized by the Board of Directors to (i) consider the retention
of a financial advisor to prepare a fairness opinion, (ii) consider the payment
of certain compensation to certain officers of Dundee in connection with the
proposed Merger, and (iii) review and take appropriate action with respect to
the terms and conditions of certain past issuances of Dundee Common Stock. See
"-- Conflicts of Interest" and "Ratification of Certain Issuances of Dundee
Common Stock." The members of the Board of Directors who served on the Special
Committee were Harvey M. Cheatham, A. Felton Jenkins, Jr. and Tim M. Woodall.
The parties issued a press release announcing the Letter of Intent on January
13, 1995. On January 18, the Special Committee retained The Robinson-Humphrey
Company, Inc. ("Robinson-Humphrey") as the financial advisor to Dundee's Board
of Directors.

Beginning January 9, 1995, Dundee and Springs conducted due diligence
investigations of each other and Springs' attorneys provided Dundee with a draft
of a proposed merger agreement on January 17, 1995. Thereafter, representatives
of Springs and Dundee held detailed negotiations about the Merger Agreement. The
maximum amount of cash consideration available to Dundee shareholders in the
Merger was constrained by tax rules to assure the tax-free exchange features of
the transaction. The limit on the number of shares of Springs Class A Stock
available to Dundee shareholders in the Merger was imposed by Springs in its
negotiations with Dundee.

During the period from public announcement of the Letter of Intent on
January 13, 1995 through the execution of the definite Merger Agreement on
February 6, 1995, no entity submitted a competing acquisition proposal to
Dundee. However, Dundee received an inquiry during that period from a private
investment firm specializing in management leveraged buyouts. Dundee took no
action to encourage or discourage the presentation of a definitive proposal from
such firm in compliance with a non-solicitation obligation contained in the
Letter of Intent with Springs, and no such proposal was ever received.

On February 2, 1995, the Board of Directors of Dundee held a special
meeting to consider the proposed terms of the transaction. At such meeting,
members of Dundee's management, together with Dundee's legal and financial
advisors, discussed the strategic rationale for the Merger, financial and
valuation analyses of the transaction, the proposed terms of the Merger and the
potential benefits and disadvantages of the proposed transaction to Dundee and
its shareholders. Robinson-Humphrey discussed the basis for its opinion that the
Merger was fair to the holders of Dundee Common Stock from a financial point of
view. At this meeting, the Board of Dundee approved the proposed terms of the
Merger, subject to the review of a definitive Merger Agreement.

On February 2, 1995, at a special meeting, the Board of Directors of
Springs unanimously approved the terms of the Merger and a form of the Merger
Agreement and authorized the officers of Springs to execute the Merger
Agreement.

On February 6, 1995, the Board of Directors of Dundee held a special
meeting, which its legal advisors attended, and reviewed in detail the terms of
the Merger Agreement. The Board of Directors of Dundee then unanimously adopted
the Merger Agreement, resolved that the Merger Agreement and the actions
contemplated thereby should be submitted to the shareholders of Dundee for
approval with the Board's recommendation, and authorized the Chairman of the
Board and the Secretary to execute the Merger Agreement, which was executed by
Springs and Dundee on that day. As authorized by the Board of Directors, on
March 6, 1995, the Special Committee of the Board of Directors of Dundee by
unanimous written consent approved and ratified the terms and conditions of
issuances by Dundee of Dundee Common Stock during 1990-1994 to officers and
employees of Dundee, and recommended that the terms and conditions of such
issuances be submitted to the shareholders of Dundee for approval.

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16

The directors and one officer of Dundee have entered into agreements
granting proxies to Springs under which Springs may vote at the Meeting certain
shares of Dundee Common Stock owned or controlled by such persons in favor of
the Merger and against any other acquisition of Dundee requiring shareholder
approval, and granting options at a cash price of $2,525.00 per share to Springs
to purchase such shares exercisable upon the occurrence of certain events. These
agreements cover approximately 23.5% of the outstanding Dundee Common Stock. See
"-- Option and Proxy Agreements." As of March 1, 1995, executive officers and
directors of Dundee and their affiliates held in the aggregate approximately
25.6% of the then outstanding Dundee Common Stock. See "Dundee Voting Stock and
Principal Holders."

DUNDEE REASONS FOR THE MERGER; RECOMMENDATION OF THE BOARD OF DIRECTORS OF
DUNDEE

Dundee's Board of Directors believes that the Merger is in the best
interests of Dundee and its shareholders. As the home furnishings industry has
become more integrated, certain of the largest companies in the industry
manufacture both terry bath products and bedding products, many styles and
components of which are coordinated. However, Springs presently does not
manufacture towels and offers only a limited selection of terry products, and
Dundee has no products in the bedding segment of the market other than infant
and toddler bedding products. Accordingly, the Board believes that the
businesses of the companies are highly compatible and that a business
combination of Dundee and Springs will allow the combined entity to achieve an
improved competitive position under current market conditions. Springs is a
publicly traded company, which will provide Dundee shareholders who receive
Springs Class A Stock greater liquidity than they presently have with Dundee
Common Stock and an equity interest in a larger company. Additionally, the price
per share offered for the Dundee Common Stock represents a substantial premium
over the price for the stock in recent transactions of which Dundee is aware.

At its February 2 and February 6, 1995 meetings, the Dundee Board
determined that, taking into account the potential benefits of the combination
of Dundee and Springs, the Merger is advisable and in the best interests of
Dundee and its shareholders, and unanimously approved the Merger and the Merger
Agreement. The Board of Directors unanimously recommends that holders of Dundee
Common Stock vote FOR approval of the Merger Agreement.

In reaching its conclusion, the Dundee Board considered the factors set
forth above and: (i) the opinion of Robinson-Humphrey that the Merger is fair to
the holders of Dundee Common Stock, from a financial point of view, (ii) the
existing and historical financial condition, results of operations, assets,
liabilities, management, operations and business of each company, as well as
assessments of the earnings potential and future values of Dundee and Springs,
both separately and as a combined entity, (iii) the nonfinancial terms of the
Merger, including the opportunity for shareholders to receive a tax-free
exchange of Dundee Common Stock for Springs Class A Stock for federal income tax
purposes, (iv) the fact that no other entity had submitted a definitive
acquisition proposal following announcement of the Letter of Intent, (v) certain
financial information concerning publicly traded companies deemed similar to
Dundee and Springs as prepared and analyzed by Robinson-Humphrey, and (vi) the
consideration paid in comparable transactions in the home furnishings industry
as compiled by Robinson-Humphrey. See "-- Opinion of Dundee's Financial
Advisor." In making its decision, the Dundee Board also considered as negative
factors that subsequent to the Merger Dundee would lose its independence and
identity as a separate corporate entity and that by virtue of the Merger and the
characteristics of Springs' capital structure, the Dundee shareholders would
have a minority voting interest in the combined enterprise. See "Springs Capital
Stock -- Voting Rights." There were no other material factors considered by the
Dundee Board in reaching its conclusion.

FOR THE REASONS SET FORTH ABOVE, DUNDEE'S BOARD OF DIRECTORS VOTED
UNANIMOUSLY TO APPROVE THE MERGER AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT
HOLDERS OF DUNDEE COMMON STOCK VOTE FOR APPROVAL OF THE MERGER AGREEMENT.

OPINION OF DUNDEE'S FINANCIAL ADVISOR

Robinson-Humphrey has delivered a written opinion to the Board of Directors
of Dundee that the purchase price to be received by the shareholders of Dundee
pursuant to the Merger is fair, from a financial

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17

point of view, to the shareholders of Dundee. No limitations were imposed by the
Board of Directors upon Robinson-Humphrey in rendering its opinion, except that
Dundee did not request Robinson-Humphrey to solicit, and Robinson-Humphrey did
not solicit, any indications of interest from any third party with respect to
acquiring all or a portion of the Dundee Common Stock, nor did Robinson-Humphrey
determine or recommend the amount of the Merger Consideration.

The full text of the opinion of Robinson-Humphrey, dated April 25, 1995,
which sets forth the assumptions made, matters considered and limits on the
review undertaken, is attached to this Proxy and Registration Statement as
Exhibit B. Shareholders are urged to read this opinion in its entirety.
Robinson-Humphrey's opinion does not constitute a recommendation to any
shareholder as to how such shareholder should vote at the Meeting. The summary
of the opinion of Robinson-Humphrey set forth herein is qualified in its
entirety by reference to the full text of the opinion.

In rendering its opinion, Robinson-Humphrey, among other things, (i)
reviewed the Merger Agreement, (ii) reviewed financial and other information
furnished by Dundee and Springs or their representatives with respect to the
business, operations and prospects of Dundee and Springs, (iii) had discussions
with the managements of Springs and Dundee concerning their historical and
current businesses and operations and overall industry conditions, (iv) compared
the financial terms of the Merger with the terms of certain other recent
transactions that Robinson-Humphrey deemed relevant and (v) undertook such other
studies, analyses, and investigations as Robinson-Humphrey deemed appropriate,
but did not make an independent valuation or appraisal of the assets of Springs
or Dundee.

Robinson-Humphrey assumed, without independent verification, the accuracy
and completeness of the financial and other information furnished by Dundee and
Springs used by Robinson-Humphrey in arriving at its opinion. With respect to
information relating to the prospects of Dundee and Springs, Robinson-Humphrey
assumed that such information reflects the best currently available estimates
and judgment of management of Dundee and Springs as to the future financial
prospects of Dundee and Springs. In arriving at its opinion, it has not
conducted a physical inspection of the properties and facilities of Dundee or
Springs and has not made nor obtained any evaluations or appraisals of the
assets or liabilities of Dundee or Springs. Its opinion is necessarily based
upon market, economic and other conditions as they existed on, and could be
evaluated as of, the date of its opinion letter. Robinson-Humphrey also relied
upon the assurances of management that they were unaware of any facts that would
make the information provided incomplete or misleading. Robinson-Humphrey has
assumed that the Merger would be consummated as described in the Merger
Agreement.

In connection with rendering its written opinion, Robinson-Humphrey
performed certain financial and comparative analyses, including those described
below, which were all material analyses performed by Robinson-Humphrey in
connection with rendering its opinion. The preparation of a fairness opinion
involves various determinations as to the most appropriate and relevant methods
of financial analysis and the application of those methods to the particular
circumstances. In arriving at its fairness opinion, Robinson-Humphrey made
qualitative judgments as to the significance and relevance of each analysis and
factor. The following is a brief summary of such analysis.

Comparable Company Analysis. Using publicly available information,
Robinson-Humphrey compared selected financial data of Dundee and Springs with
similar data of selected companies engaged in the business of manufacturing home
furnishings. Specifically, Robinson-Humphrey included in its review The Bibb
Company; Crown Craft, Inc.; Culp Inc.; Dan River, Inc.; Fieldcrest Cannon, Inc.;
Pillowtex Corp.; Quaker Fabric Corp.; Thomaston Mills, Inc.; WestPoint Stevens
Inc.; and Springs (the "Comparable Companies"). Robinson-Humphrey selected the
Comparable Companies because they are all manufacturers of textile home
furnishings and are therefore subject to similar economic, business and
competitive conditions as Dundee. These are all the companies of which
Robinson-Humphrey was aware for which textile home furnishings comprise a major
portion of revenues. The Bibb Company and Dan River, Inc. are the only
Comparable Companies whose stock is not publicly traded, and they were selected
for the purpose of analyzing their income statements and balance sheets.
Robinson-Humphrey calculated, among other things, current market price as a
multiple of the latest reported twelve months ("LTM") earnings per share
("EPS"), and estimated EPS for the calendar years 1994 and 1995. The EPS
estimates were based on the mean of publicly available

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earnings estimates made by research analysts as provided by First Call Investor
Service, except for estimates for Culp Inc., Quaker Fabric Corp. and WestPoint
Stevens Inc., which were Robinson-Humphrey research estimates. Robinson-Humphrey
also compared historical sales, gross margins, operating margins and net
margins. In making its presentation, Robinson-Humphrey noted that the operating
margin of Dundee was lower than the average for the Comparable Companies and the
operating margin of Springs was higher than that of Dundee.

Additionally, Robinson-Humphrey compared the Comparable Companies' market
capitalization plus debt minus cash and cash equivalents ("Firm Value") as a
multiple of revenues, earnings before interest and taxes plus depreciation and
amortization expenses ("EBITDA") and operating income. Robinson-Humphrey
determined that these multiples of Firm Value to (i) LTM revenues ranged from
0.49x to 1.01x (with a mean of 0.68x), (ii) LTM EBITDA ranged from 4.8x to 7.3x
(with a mean of 5.9x) and (iii) LTM operating income ranged from 7.0x to 10.8x
(with a mean of 8.7x). Robinson-Humphrey also determined that the multiples of
market value to book value ranged from 0.92x to 3.77x, with a mean of 1.35x.

Robinson-Humphrey calculated similar values for Dundee assuming the
purchase price set forth in the Merger Agreement and determined that the
multiples of Firm Value to LTM revenues for Dundee was 0.54x, the Firm Value to
LTM EBITDA was 11.4x and that the ratio of equity value to book value at
December 31, 1994 was .97x. Robinson-Humphrey indicated that the multiple of
Firm Value to operating income was a meaningful valuation measure. However, the
multiple of Firm Value to LTM operating income for Dundee did not produce a
meaningful number for purposes of the analysis. Robinson-Humphrey indicated that
the results of comparing the mean multiples calculated for the Comparable
Companies to similar multiples calculated for the Merger supported
Robinson-Humphrey's opinion of fairness. In particular, Robinson-Humphrey
emphasized that the multiple of Firm Value to LTM EBITDA is an important
indicator of the fairness of the transaction and that this multiple for the
Merger of 11.4x is higher than the equivalent measure for the Comparable
Companies of 5.9x.

Comparable Transaction Analysis. Using publicly available information,
Robinson-Humphrey analyzed the transaction value and imputed transaction
multiples on selected acquisitions in the textile industry (collectively, the
"Acquisition Comparables") during the period from January 1992 through February
1995. The Acquisition Comparables were selected because they were all the
acquisitions in the textile industry as to which public information deemed
reliable and comprehensive by Robinson-Humphrey was available. The Acquisition
Comparables include the following acquisitions involving companies in the
textile industry: JPS Automotive Products Corp. by Foamex International Inc.;
Decorative Prints Division of Burlington Industries by Galey & Lord Industries,
Inc.; Rayonese Textile Inc. by Culp, Inc.; Alladin Mills, Inc. by Mohawk
Industries, Inc.; Perfect Fit Industries, Inc. by Foamex L.P.; Rossville
Companies, Inc. by Culp, Inc.; Amoskeag Co. by Fieldcrest Cannon, Inc.; Hanes
Holding Co. by Leggett & Platt, Inc.; Vintage Yarns, Inc. by Unifi, Inc.;
Carriage Industries, Inc. by Dixie Yarns, Inc.; Horizon Industries, Inc. by
Mohawk Industries, Inc.; and Salem Carpet Mills, Inc. by Shaw Industries, Inc.
Robinson-Humphrey compared the Firm Value as a multiple of sales, EBITDA and
earnings before interest and taxes ("EBIT"). The multiples of Firm Value to
sales, EBITDA and EBIT for the Acquisition Comparables were between the
following ranges: (i) sales ranged from 0.3x to 1.9x (with a mean of 0.87x);
(ii) EBITDA ranged from 4.4x to 11.3x (with a mean of 7.3x) and (iii) EBIT
ranged from 6.6x to 18.1x (with a mean of 10.7x). The multiples of equity value
to book value ranged from 1x to 5.6x, with a mean of 3.57x for the Acquisition
Comparables.

Robinson-Humphrey compared the multiples calculated for the Acquisition
Comparables to similar multiples calculated for the Merger, and determined that
the multiple of Firm Value to EBITDA, which Robinson-Humphrey emphasized as an
important indicator of the fairness of the transaction, for the Merger is 11.4x,
much higher than the equivalent multiple for the Acquisition Comparables, which
was 7.3x.

No company, transaction or business used by Robinson-Humphrey in the
comparable company and comparable transactions analyses as a comparison should
be viewed as nearly identical to Dundee, Springs, Subcorp or the Merger.
Accordingly, an analysis of the results of the foregoing is not entirely
mathematical; rather, it involves complex considerations and judgments
concerning differences in financial and operating characteristics and other
factors that could affect the acquisition or public trading value of the
Comparable Companies or the business segment or company to which they are
compared.

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Discounted Cash Flow Analysis. Robinson-Humphrey performed a discounted
cash flow analysis as of August 31, 1994, assuming, among other things, discount
rates ranging from 10.41% to 12.91% and terminal multiples of EBITDA ranging
from 6.0x to 8.0x. This analysis resulted in a range of equity value of Dundee
of approximately $51,000,000 to $85,000,000. Robinson-Humphrey focused its
analysis on a discount rate of 11.41% and a multiple of 7.0x, which resulted in
an estimated equity value of approximately $68,000,000. Robinson-Humphrey
indicated that the results of the discounted cash flow analysis supported its
opinion of fairness, because the range of equity values of Dundee from this
analysis was lower than the purchase price of Dundee in the Merger.

Pro Forma Merger Analysis. Robinson-Humphrey analyzed certain pro forma
effects resulting from the Merger, including, among other things, the impact of
the Merger on the projected EPS of Springs for the 1995 and 1996 fiscal years.
Based on the projected estimates of EPS for Springs made by the Research
Department of Robinson-Humphrey and the projected estimates of earnings for
Dundee made by the management of Dundee, the results of the pro forma merger
analysis suggest that the Merger would dilute Springs' EPS in each year
analyzed. The actual results achieved by the combined company may vary from the
projected results and the variations may be material.

The summary of the analysis performed by Robinson-Humphrey set forth above
does not purport to be a complete description thereof. Robinson-Humphrey
believes that its analyses and the summary set forth above must be considered as
a whole and that selecting portions of its analysis or of the above summary,
without considering all factors and analyses, could create an incomplete view of
the processes underlying the analysis performed by Robinson-Humphrey and its
opinion. In performing its analysis, Robinson-Humphrey made numerous assumptions
with respect to industry performance, general business and economic conditions
and other matters, many of which are beyond the control of Springs or Dundee.
The analyses performed by Robinson-Humphrey are not necessarily indicative of
actual values or actual future results, which may be significantly more or less
favorable than suggested by such analyses. Additionally, analyses relating to
the values of businesses do not purport to be appraisals.

Robinson-Humphrey is an investment banking firm which is regularly engaged
in the valuation of securities in connection with mergers and acquisitions,
negotiated underwritings, secondary distributions of listed and unlisted
securities, private placements, and valuations for estate, corporate and other
purposes. The Special Committee of Dundee's Board of Directors decided to retain
Robinson-Humphrey based upon its expertise as a financial advisor in mergers and
acquisitions of companies in the textile industry, and its knowledge of the
textile industry generally.

Pursuant to the terms of an engagement letter dated January 18, 1995,
Dundee has agreed to pay Robinson-Humphrey for its services in connection with
the Merger a retainer of $25,000, which was paid at the time of the execution of
the engagement letter, and a fee of $150,000 upon rendering a written fairness
opinion. If, during the term of Robinson-Humphrey's engagement or within twelve
months following the termination of such engagement, a sale of Dundee to Springs
or any other party occurs in which the consideration paid exceeds the
consideration proposed in the letter of intent between Springs and Dundee, then
Dundee will pay Robinson-Humphrey an additional fee equal to 2.5% of such excess
amount. Dundee has also agreed to reimburse Robinson-Humphrey for its reasonable
out-of-pocket expenses up to $15,000 and to indemnify Robinson-Humphrey against
certain liabilities, including liabilities under the federal securities laws.

SPRINGS REASONS FOR THE MERGER

The Springs Board of Directors, at its meeting on February 2, 1995,
considered the Merger Agreement and related matters. The determination by
Springs' Board of Directors that the proposed Merger was in the best interests
of Springs and its shareholders was based on the following material factors: (a)
Springs' interest in expanding its lines of products through the acquisition of
a company which produces terry towels; (b) Dundee's significant and growing
presence in the terry towel market; (c) Dundee's terry manufacturing expertise;
(d) the benefits to both Springs and Dundee expected to be derived from the
combination of their

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businesses; and (e) the benefits to both Springs and its customers expected to
result from Springs' ability to offer terry towels in coordination with its
other bed and bath products.

THE MERGER AGREEMENT

The Merger Agreement provides that following its approval by the holders of
Dundee Common Stock, and the satisfaction or waiver of all other conditions to
the Merger, Dundee will be merged with Subcorp and will thus become a
wholly-owned subsidiary of Springs. After the Merger, Subcorp will remain as the
Surviving Corporation in the Merger or, alternatively, if 80% or more of the
outstanding Dundee Common Stock is converted into Springs Class A Stock in the
Merger, Springs may, at its option, cause Subcorp to merge with and into Dundee,
thus leaving Dundee as the Surviving Corporation in the Merger. Subject to the
approval of the shareholders of Dundee and the satisfaction or waiver of
conditions precedent to the Merger but no later than the third business day
thereafter (the "Closing Date"), the Merger will occur when a duly executed
certificate of merger is filed by Dundee and Subcorp with the Secretary of State
of the State of Georgia (unless the certificate of merger specifies a later
effective time) (the "Effective Time"). It is expected that the Effective Time
will occur on the date of the Meeting, or as soon as practicable thereafter. If
Subcorp is the Surviving Corporation, at the Effective Time and by reason of the
Merger, Subcorp will change its corporate name from "Dundee Acquisition Corp."
to "Dundee Mills, Incorporated."

Pursuant to the Merger Agreement, each issued and outstanding share of
Dundee Common Stock, excluding (a) any such shares held in the treasury of
Dundee, (b) any such shares held by Springs or its subsidiaries, and (c) any
such shares as to which the holders thereof have validly elected to pursue their
dissenters' rights under the GBCC, shall automatically be cancelled and
extinguished and shall thereafter be converted into only the right to receive
shares of Springs Class A Stock or, pursuant to a Cash Election and subject to
certain limitations, the right to receive $2,525.00 in cash. See " -- Merger
Consideration."

Under the Merger Agreement, each share of Dundee Common Stock held in the
treasury of Dundee or held by Springs or any of its subsidiaries shall be
automatically cancelled and extinguished, and no payment shall be made in
respect thereof. Any shares as to which the record holders thereof have validly
elected to pursue their dissenters' rights shall also be automatically cancelled
and extinguished, and shall thereafter represent the right to receive the Fair
Value of such shares. In addition, each issued and outstanding share of common
stock of Subcorp will continue to represent either one validly issued, fully
paid and nonassessable share of Subcorp, as the Surviving Corporation in the
Merger, or if Dundee is the Surviving Corporation, shall be converted into one
validly issued, fully paid and nonassessable share of Dundee Common Stock.

MERGER CONSIDERATION

At the Effective Time, each outstanding share of Dundee Common Stock will
be converted into the right to receive the Merger Consideration consisting of an
amount of Springs Class A Stock equal in value to $2,525.00 (subject to
variation based on market prices) based on the conversion ratio described below,
or cash in that amount, at the option of the Dundee shareholder and subject to
certain limitations. Dundee shareholders may elect to convert a portion of their
holdings of Dundee Common Stock into cash and the remaining portion into Springs
Class A Stock. The conversion of shares of Dundee Common Stock into Springs
Class A Stock is determined as follows:

If the average of the closing prices per share for Springs Class A
Stock on the New York Stock Exchange (the "NYSE") for the ten trading days
immediately preceding the date which is three calendar days prior to the
Closing Date (the "Reported Market Price") is $33.50 or more, but not more
than $38.50, the conversion ratio shall be equal to:

$2,525.00
----------
Reported Market Price

and shares of Springs Class A Stock issued in exchange for Dundee Common
Stock will have a market value of $2,525.00 per share of Dundee Common
Stock, based on the Reported Market Price.

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If the Reported Market Price of Springs Class A Stock is less than
$33.50, the conversion ratio shall be equal to:

$2,525.00 or 75.37313 shares of
- ---------- Springs Class A Stock
$33.50 per share of Dundee Common Stock

and shares of Springs Class A Stock issued in exchange for Dundee Common
Stock will have a market value less than $2,525.00 per share of Dundee
Common Stock, based on the Reported Market Price.

If the Reported Market Price of Springs Class A Stock exceeds $38.50,
the conversion ratio shall be equal to:

$2,525.00 or 65.58442 shares of
- ---------- Springs Class A Stock
$38.50 per share of Dundee Common Stock

and shares of Springs Class A Stock issued in exchange for Dundee Common
Stock will have a market value greater than $2,525.00 per share of Dundee
Common Stock, based on the Reported Market Price.

After the per share purchase price for Dundee Common Stock was agreed upon
through negotiation, the formulation of the conversion ratio was determined in
an effort to ensure that in most circumstances a Dundee shareholder would
receive approximately $2,525.00 in value of Springs Class A Stock for each share
of Dundee Common Stock. Dundee shareholders are protected from market risk in
the conversion ratio for up to an 8.53% decline in the market price per share of
Springs Class A Stock from the closing market price at the date of the Merger
Agreement ($36.625), and a 13.55% decline based on the market price of Springs
Class A Stock as of April 24, 1995 ($38.75).

LIMITATION ON CASH ELECTIONS

In order to assure that the Merger will qualify as a tax-free
reorganization, the maximum number of shares of Dundee Common Stock that may be
converted into cash is 23,363 shares less the total number of shares of Dundee
Common Stock as to which the record holders thereof shall have exercised
dissenters' rights pursuant to the GBCC (the "Maximum Number of Cash Election
Shares"). If the number of shares of Dundee Common Stock on deposit with
Wachovia Bank of North Carolina, N.A. (the "Exchange Agent") pursuant to a Cash
Election and not withdrawn as provided by the Merger Agreement (the "Deposited
Shares") at the close of business on May 24, 1995, the last business day before
the Meeting (the "Expiration Date") exceeds the Maximum Number of Cash Election
Shares, the Exchange Agent shall eliminate from the Deposited Shares (pro rata
as nearly as practicable as to each holder of ten or more Deposited Shares) the
number of Deposited Shares necessary to reduce the total number of Deposited
Shares to the Maximum Number of Cash Election Shares (or the most practicable
number thereof immediately below such number). As a result, Dundee shareholders
electing to receive cash may receive a combination of cash and Springs Class A
Stock rather than all cash in exchange for their Deposited Shares.

LIMITATION ON SPRINGS CLASS A STOCK

The maximum number of shares of Springs Class A Stock into which shares of
Dundee Common Stock will be converted in the Merger will be 3,000,000 shares. If
Dundee shareholders not making Cash Elections or exercising dissenters' rights
would otherwise be entitled to receive a total of more than 3,000,000 shares of
Springs Class A Stock, a number of shares of Dundee Common Stock (pro rata as
nearly as practicable as to each holder of ten or more shares) will be treated
pro rata as having been subject to Cash Elections, as necessary to reduce the
number of shares of Springs Class A Stock issued in the Merger to 3,000,000. If
the maximum number of shares of Springs Class A Stock is issued, the 3,000,000
shares would represent approximately 23.5% of the shares of Springs Class A
Stock expected to be outstanding after the Merger, and approximately 14.6% of
the aggregate number of shares of Springs Class A Stock and Springs Class B
Common Stock, $.25 par value ("Springs Class B Stock") expected to be
outstanding after the Merger (based on the number of outstanding shares of
Springs Class A Stock and Springs Class B Stock on March 6,

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1995 plus the maximum number of shares of Springs Class A Stock issuable in the
Merger). As of March 6, 1995, these 3,000,000 shares would have represented
approximately 6.8% of the voting power of all outstanding Springs voting
securities, or a higher percentage in voting on certain matters. See "Springs
Capital Stock."

CASH ELECTION PROCEDURE

Shareholders wishing to make a Cash Election for some or all of their
shares must complete and submit the Cash Election Form contained in the Letter
of Transmittal accompanying this Proxy Statement and Prospectus. The Letter of
Transmittal must be sent to the Exchange Agent at the address shown on the
Letter of Transmittal. The Letter of Transmittal must be accompanied by the
certificate or certificates, properly endorsed for transfer or with duly
executed stock transfer powers, representing all of the shares of Dundee Common
Stock held by the Dundee shareholder making the Cash Election, even if the Cash
Election is not being made for all of the shares represented by the holder's
share certificates. Those shares as to which a Cash Election has not been made
will be converted into Springs Class A Stock in accordance with the terms of the
Merger Agreement (see "-- Merger Consideration"). TO RECEIVE CASH IN EXCHANGE
FOR ANY SHARES OF DUNDEE COMMON STOCK, THE LETTER OF TRANSMITTAL, CONTAINING THE
COMPLETED CASH ELECTION FORM, MUST BE RECEIVED BY THE EXCHANGE AGENT NO LATER
THAN THE CLOSE OF BUSINESS ON THE EXPIRATION DATE (MAY 24, 1995). The Exchange
Agent will make the Letter of Transmittal available to all persons who become
holders of record of Dundee Common Stock during the period between the Record
Date and the Expiration Date. SHAREHOLDERS SHOULD NOT SEND THE LETTER OF
TRANSMITTAL OR ANY CERTIFICATES REPRESENTING SHARES OF DUNDEE COMMON STOCK TO
DUNDEE.

It is not necessary for a Dundee shareholder to vote in favor of the Merger
in order to make a valid Cash Election. Record holders of Deposited Shares shall
remain the shareholders of record with respect to such shares until the
Effective Time. Each holder of Dundee Common Stock who has made a valid Cash
Election has the right at any time prior to the close of business on the
Expiration Date to withdraw such shareholder's Deposited Shares and thereby
revoke the Cash Election by giving notice of withdrawal to the Exchange Agent
prior to the close of business on the Expiration Date.

The Exchange Agent shall in its sole discretion determine whether or not
Cash Elections have been properly or timely made or revoked. Neither Springs,
Dundee, Subcorp nor the Exchange Agent shall be under any duty to give
notification that any Cash Election has not been properly or timely made or
revoked. If the Exchange Agent determines that any Cash Election was not
properly or timely made or revoked or if any Cash Election is properly revoked
or is eliminated from deposit as described above, the shares subject to such
Cash Election shall be treated by the Exchange Agent as shares of Dundee Common
Stock which were not subject to any Cash Election and at the Effective Time such
shares shall be converted into the right to receive Springs Class A Stock. The
Exchange Agent shall make all computations as to proration, and any such
computations shall be conclusive and binding on the holders of Dundee Common
Stock. The Exchange Agent may, after consultation with Springs, make such
equitable changes in the procedures set forth in the Merger Agreement regarding
Cash Elections as are necessary or desirable to effect fully any Cash Election.

EXCHANGE OF CERTIFICATES FOR NON-CASH ELECTION SHARES

On and after the Effective Time, each outstanding certificate which prior
to the Effective Time represented, in whole or in part, Dundee Common Stock as
to which a Cash Election has not been made or has been revoked or shares as to
which the holder has exercised dissenters' rights (collectively, "Non-Cash
Election Shares") will be deemed to evidence the right to receive the Merger
Consideration payable with respect to such Dundee Common Stock, in the form of
whole shares of Springs Class A Stock or cash (or both), as provided in the
Merger Agreement. See "-- Fractional Shares." A Dundee shareholder who wishes to
receive Springs Class A Stock rather than cash for his or her shares of Dundee
Common Stock should complete the enclosed Letter of Transmittal (without
completing the Cash Election Form, if no cash is desired) and send it together
with all of his or her share certificates representing Dundee Common Stock,
properly endorsed for transfer or with duly executed stock transfer powers, to
the Exchange Agent at the address shown on the Letter of Transmittal. While it
is not necessary to return Dundee share certificates and

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the Letter of Transmittal to the Exchange Agent by the Expiration Date if no
Cash Election is being made, it is acceptable to do so.

If any Springs Class A Stock certificate is to be issued in a name other
than that of the registered owner of Dundee Common Stock being exchanged
therefor, the person requesting the issuance must pay in advance in cash all
applicable transfer and other taxes before Springs will be obligated to issue
the certificate, unless that person establishes to the satisfaction of the
Exchange Agent that any such taxes have been paid or that no such tax is
applicable.

FRACTIONAL SHARES

No fractional shares of Springs Class A Stock will be issued in the Merger.
Each holder of Dundee Common Stock who would otherwise be entitled to a
fractional share of Springs Class A Stock as part of the Merger Consideration
will, upon surrender of such holder's Dundee share certificate, receive from
Springs a cash payment (without interest) equal to the fractional share to which
such holder would otherwise be entitled multiplied by the Reported Market Price
of Springs Class A Stock used in computing the Merger Consideration.

CONDITIONS TO THE MERGER

Dundee and Springs are not obligated to complete the Merger unless a number
of conditions are satisfied, including the following: (a) Dundee shareholders
shall have approved the Merger Agreement; (b) Springs' Registration Statement
for the Springs Class A Stock to be issued in the Merger shall have become
effective under the Securities Act and no stop order shall have been issued or
be pending or threatened; (c) the waiting period applicable to the Merger under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") shall
have expired or have been terminated; (d) Dundee and Springs shall each have
received a satisfactory opinion from Sutherland, Asbill & Brennan, counsel for
Springs, that the Merger constitutes a reorganization under the Internal Revenue
Code of 1986, as amended (the "Code"); and (e) the shares of Springs Class A
Stock to be issued in the Merger shall have been authorized for listing on the
NYSE upon official notice of issuance. In addition, the obligation of each of
Springs and Dundee to consummate the Merger is subject to the conditions that
the other party shall have performed its agreements and covenants under the
Merger Agreement in all material respects; that the other party's
representations and warranties, subject to certain exceptions, shall be true and
correct at the Effective Time (except where the failure of any representation
and warranty to be true and correct would not have a material adverse effect on
the party making it); and that the other party shall have delivered certain
opinions of counsel, letters from accountants and certain additional conditions,
including conditions which are customary in transactions similar to the Merger,
as set forth in the Merger Agreement.

The obligations of Springs and Subcorp to consummate the Merger are subject
to the satisfaction at or prior to the Effective Time of the following
additional conditions: (a) dissenters' rights with respect to the Merger must
not have been exercised by holders of more than 8% of the outstanding shares of
Dundee Common Stock; (b) appropriate agreements must be obtained from all
affiliates of Dundee agreeing to applicable resale restrictions with respect to
Springs Class A Stock received pursuant to the Merger; (c) the Board of
Directors of Dundee must have determined that no change in control will be
considered to have occurred by reason of the Merger under the Dundee Mills
Supplemental Executive Retirement Plan; (d) Dundee shall have taken all
corporate action necessary to establish that all issuances by Dundee of Dundee
Common Stock since July 1, 1989 were validly issued, fully paid and
nonassessable and that no preemptive rights exist with respect to such
issuances; (e) Dundee must have cured all filing deficiencies and satisfied all
related obligations with respect to the HSR Act and Dundee pension plans at no
material expense to Dundee; (f) loans made by Dundee to Dundee shareholders must
have been repaid in full; and (g) Dundee and its counsel must have taken all
action necessary to preserve the tax exempt status of certain industrial revenue
bonds.

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EFFECTIVE TIME AND TERMINATION

If the Merger is approved by the shareholders of Dundee and all other
conditions of the Merger are satisfied or waived (see "-- Conditions to the
Merger"), the Merger will become effective when Subcorp and Dundee file a
certificate of merger with the Secretary of State of the State of Georgia in
accordance with the GBCC unless a later time is specified in the certificate of
merger. The Merger Agreement provides that Subcorp and Dundee will make this
filing as soon as practicable after all of the conditions to completion of the
Merger are satisfied or waived. The parties anticipate that the Effective Time
will occur promptly following the Meeting.

The Merger Agreement may be terminated at any time prior to the Effective
Time: (a) by Springs and Dundee upon mutual action of their respective Boards of
Directors; (b) by either Springs or Dundee if (i) any event has occurred as a
result of which any condition to its respective obligation to consummate the
Merger is no longer capable of being satisfied (so long as, in certain
circumstances, the terminating party has not contributed to the failure of any
such condition to be satisfied), (ii) any general suspension of, or limitation
on, trading on the NYSE has continued for a period of 15 days or a bank
moratorium in the United States has continued for a period of 15 days, or (iii)
the Merger has not been consummated by July 31, 1995; (c) by Springs if (i)
Dundee has breached any representation or warranty contained in the Merger
Agreement which would be reasonably likely to have a material adverse effect on
Dundee, (ii) Dundee has materially breached any of its covenants or agreements
in the Merger Agreement which breach is not curable (or, if curable, is not
cured within 30 days after written notice from Springs), (iii) Dundee (or its
Board of Directors) has authorized, recommended, proposed or publicly announced
its intention to enter into a "Competing Transaction" not consented to by
Springs, (iv) Dundee's Board of Directors has withdrawn or materially modified
its authorization, approval or recommendation of the Merger or the Merger
Agreement in a manner adverse to Springs, or (v) a party other than Springs has
announced, commenced or consummated the acquisition of at least 15 percent of
the outstanding Dundee Common Stock or has received proxies or consents
sufficient to elect a majority of Dundee's Board of Directors or block approval
of the Merger; or (d) by Dundee if (i) Springs or Subcorp has breached any
representation or warranty contained in the Merger Agreement which would be
reasonably likely to have a material adverse effect on the ability of Springs or
Subcorp to consummate the Merger or (ii) Springs or Subcorp has materially
breached any of its covenants or agreements in the Merger Agreement which breach
is not curable (or, if curable, is not cured within 30 days after written notice
from Dundee).

As used in the Merger Agreement, "Competing Transaction" means any
acquisition of 15% or more of the stock or assets of Dundee, or a merger,
consolidation or other business combination involving Dundee, or the public
announcement of a proposal, plan or intention to effect such a transaction, or
any agreement to effect such a transaction.

The Merger Agreement also provides that if Springs terminates the Merger
Agreement because of a knowing and intentional misrepresentation or a knowing
and intentional breach of warranty or breach of any covenant by Dundee, Dundee
shall be liable to Springs, among other things, for all investment banking,
legal, accounting, expert and consulting fees and other out-of-pocket expenses
reasonably incurred by Springs in connection with the Merger. In addition, the
Merger Agreement requires Dundee to pay Springs a fee of $3,000,000 in the event
that the Merger Agreement is terminated because: (a) the condition that Dundee's
representations and warranties contained in the Merger Agreement be true and
correct in all respects (except where the failure of any representation and
warranty to be true and correct would not have a material adverse effect on
Dundee) is not satisfied due to Dundee's knowing and intentional
misrepresentation or knowing and intentional breach of warranty or breach of any
covenant or agreement and (i) Dundee has had contacts about or entered into
negotiations relating to a Competing Transaction during the period from the date
of the Merger Agreement through the date of termination and (ii) Dundee
consummates a Competing Transaction within one year after the date of
termination with a party with whom Dundee had such negotiations or contacts; (b)
the Merger Agreement does not receive the requisite vote of the holders of
Dundee Common Stock and at the time of such vote there existed a Competing
Transaction; (c) Dundee authorizes, recommends proposes or publicly announces
its intention to enter into a Competing Transaction not consented to by Springs;
or (d) Dundee's Board of Directors withdraws or materially modifies its
authorization, approval or recommenda-

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25

tion of the Merger or the Merger Agreement in a manner adverse to Springs,
unless in any such case Springs has materially breached any of its
representations, warranties, covenants or agreements under the Merger Agreement.

AMENDMENT

The Merger Agreement provides that it may be amended by the parties at any
time before or after approval thereof by the shareholders of Dundee, but that
after such approval no amendment shall be made (a) which reduces the Merger
Consideration or changes the form of the Merger Consideration to be received by
Dundee's shareholders pursuant to the Merger Agreement or (b) changes any of the
terms and conditions of the Merger Agreement if such change would adversely
affect the holders of Dundee Common Stock, unless the further approval of the
holders of Dundee Common Stock is obtained.

REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS

The Merger Agreement contains certain representations, warranties,
covenants and agreements by Dundee and Springs regarding, among other things,
the businesses, capital structure, assets and liabilities of Dundee and Springs
and the accuracy and completeness of information supplied in connection with the
Merger. The Merger Agreement also contains covenants of Dundee with respect to
the conduct of its business prior to the Closing Date, including covenants that
it will not (a) issue any shares of its capital stock (or related rights) or pay
any dividend, (b) sell or transfer any asset to a third party or incur any debt
or mortgage or encumber assets, except in the ordinary course of business and
within specified limits, (c) change the salaries, benefits or employment
contracts of employees of Dundee or its subsidiaries, or (d) amend its Articles
of Incorporation or Bylaws.

In addition, Dundee has agreed not to, directly or indirectly, (a) solicit,
initiate or knowingly encourage any inquiries or the making of proposals from
anyone other than Springs that constitutes or may reasonably be expected to lead
to any Competing Transaction, (b) enter into or maintain or continue discussions
or negotiate with a party other than Springs in furtherance of such inquiries or
to obtain a Competing Transaction, or (c) agree to or endorse any Competing
Transaction or authorize or permit any of the officers, directors or employees
of such party or any of its subsidiaries or any advisors to or representatives
of such party to take any such action. Dundee has also agreed to use its best
efforts to obtain the approval by Dundee's shareholders of the Merger and the
transactions contemplated by the Merger Agreement. However, the Merger Agreement
provides that neither the Board of Directors nor the officers of Dundee shall be
required to take or omit to take any action, with respect to disclosures in this
Proxy Statement and Prospectus or their recommendation to Dundee's shareholders
regarding the Merger, which the Board determines in good faith, based on the
advice of Dundee's counsel, could be held to violate their fiduciary duties to
Dundee's shareholders.

GOVERNMENTAL AND REGULATORY REQUIREMENTS

Springs and Dundee are not aware of any governmental or regulatory
requirements for consummation of the Merger other than compliance with
applicable federal and state securities laws and the expiration or the
termination of the waiting periods applicable to the Merger under the HSR Act
and the rules and regulations thereunder. Under the HSR Act, certain acquisition
transactions, such as the Merger, may not be consummated unless required
information has been furnished to the Antitrust Division of the Department of
Justice (the "Antitrust Division") and the Federal Trade Commission (the "FTC")
and the specified waiting period requirements have been satisfied. On February
8, 1995 and March 7, 1995, respectively, Springs and Dundee each filed with the
Antitrust Division and the FTC a Notification and Report Form with respect to
the Merger. The FTC granted early termination of the waiting period for the
Merger effective March 27, 1995.

Notwithstanding the termination or expiration of the waiting period, at any
time before or after the Effective Time, the Antitrust Division or the FTC could
take actions under the antitrust laws as either of them deem necessary and
desirable in the public interest, including seeking to enjoin the Merger, or
seeking divestitures of substantial assets of Springs or Dundee. In addition, in
appropriate circumstances, state officials and private parties may also bring
legal actions under the antitrust laws. Under the Merger Agreement, in the

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event a suit is instituted challenging the Merger as violative of the antitrust
laws, Springs and Dundee have agreed to use their best efforts to resist or
resolve such a suit. If injunctive relief is sought or obtained in a challenge
to the Merger, the Merger Agreement could be terminated or the consummation of
the Merger could be delayed and, under certain circumstances, such delay could
result in consummation of the Merger being postponed to a date substantially
beyond the date of the Meeting. If the Merger is not consummated by July 31,
1995, the Merger Agreement could be terminated by Springs or Dundee.

EXPENSES

Except as otherwise provided in the Merger Agreement, if the Merger is not
consummated, Dundee and Springs shall each bear its own expenses related to the
Merger, except that the cost of printing this Proxy Statement and Prospectus and
filing fees under federal and state securities laws shall be borne equally.

RESALE OF SPRINGS CLASS A STOCK

The shares of Springs Class A Stock to be issued to Dundee shareholders in
connection with the Merger have been registered under the Securities Act.
Accordingly, such shares will be freely transferable under the Securities Act,
except for shares issued to any person who may be deemed to be an "affiliate" of
Dundee within the meaning of Rule 145 promulgated under the Securities Act
(collectively, "Dundee Affiliates"). The shares of Springs Class A Stock
received by Dundee Affiliates may not be sold without registration of such
shares for resale under the Securities Act or the availability of an exemption
(including the limited exemption provided by Rule 145) from such registration.
Dundee has agreed to use its best efforts to cause each person who Springs
believes may be deemed a Dundee Affiliate to execute and deliver to Springs an
agreement covering the foregoing restrictions on transfer and certain other
rights and obligations of such person with respect to the shares of Dundee
Common Stock and Springs Class A Stock.

CONFLICTS OF INTEREST

In considering the Merger, holders of Dundee Common Stock should be aware
that the directors and certain members of Dundee management have interests in
the Merger in addition to their interests as shareholders of Dundee generally,
as described below.

The Merger Agreement provides for continued employment and severance
benefits for fifteen officers of Dundee. Six of the current officers of Dundee
will be employed by the Surviving Corporation for an initial term of six months
and an additional eight officers will be employed for an initial term of nine
months. After such initial period, either the Surviving Corporation or such
employee may terminate such employment, and upon such termination the terminated
employee shall be entitled to one year's compensation as a severance benefit. If
all of such Dundee officers left the employ of the Surviving Corporation after
the initial term, the Surviving Corporation would make severance payments
aggregating $2,591,675 to such persons. The following executive officers who are
entitled to such severance payments also serve as directors and would be
entitled to the amounts of severance set forth below after an initial term of
six months: John T. Newton: $242,000; J. Henry Walker, III: $309,000; R. Wayne
Boyd: $265,000; and Howard B. Gossett, Jr.: $180,000. Additionally, the
following executive officers, who are directors, would be entitled to the
following amounts of severance after an initial term of nine months: David G.
Newton: $182,000; and J. Gilliam Cheatham: $102,000. Non-director executive
officers of Dundee would be entitled to the amounts of severance set forth below
after the initial terms indicated: M. J. Yates: $142,000 (after six months);
Douglas R. Tingle: $171,600 (after nine months); and V. Larry Perkins: $149,500
(after nine months).

The Special Committee of Dundee's Board of Directors was appointed, in
part, to consider the payment of special compensation to certain executive
officers of Dundee. The Special Committee believes that the group of executives
who will receive such compensation is one of Dundee's most valuable assets and
that their expertise, hard work and determination are major reasons Springs
desires to acquire Dundee pursuant to the Merger. Additionally, the Special
Committee believes that the executives receiving such compensation are essential
to the consummation of the Merger and that the Surviving Corporation needs to
retain the management skills of these executives to ensure its continued
success. Accordingly, the Special Committee

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27

has determined that immediately prior to the consummation of the Merger, nine
executive officers of Dundee will be entitled to receive payments aggregating
$2,168,000. The following executive officers also serve as directors of Dundee
and will be entitled to receive the amounts set forth below: John T. Newton:
$368,000; J. Henry Walker, III: $232,000; R. Wayne Boyd: $203,000; Howard B.
Gossett, Jr.: $140,000; David G. Newton: $300,000; and J. Gilliam Cheatham:
$102,000. The following non-director executive officers will be entitled to
receive the amounts set forth below: M. J. Yates: $112,000; Douglas R. Tingle:
$396,000; and V. Larry Perkins: $315,000.

For information concerning the interests of certain officers and directors
of Dundee in certain issuances of shares of Dundee Common Stock during
1990-1994, see "Ratification of Certain Issuances of Dundee Common Stock."

The members of the Board of Directors who served on the Special Committee
of the Board of Directors were Harvey M. Cheatham, A. Felton Jenkins, Jr. and
Tim M. Woodall. No member of the Special Committee was an officer or employee of
Dundee or a purchaser of any of the shares of Dundee Common Stock issued during
1990-1994, or otherwise had any financial interest (except Mr. Cheatham's
interest as a shareholder of Dundee generally) in any of the matters acted upon
by the Special Committee. Each member of the Special Committee received $20,000
for his services in connection with the Merger.

Finally, pursuant to the Merger Agreement, Springs has agreed that all
rights to indemnification and all limitations of liabilities set forth in the
Articles of Incorporation and Bylaws of Dundee will be continued in the Articles
of Incorporation and Bylaws of the Surviving Corporation. Springs has agreed not
to take any action or allow any action to be taken relating to limitation of
liability or indemnification, prior to the expiration of all applicable statutes
of limitation, that would adversely affect the rights of the individuals who are
entitled to the benefits of such provisions. Further, Springs has agreed to make
proper provision to ensure that its successors and assigns assume these
obligations.

OPTION AND PROXY AGREEMENTS

As required by Springs as a condition to entering into the Merger
Agreement, all of the directors and one of the officers of Dundee have entered
into agreements granting proxies to Springs to vote certain shares of Dundee
Common Stock owned or controlled by such persons in favor of the Merger and the
transactions contemplated by the Merger Agreement and against any other merger,
sale of assets or other business combination between Dundee and any other person
or entity, and granting options at a cash exercise price of $2,525.00 per share
to Springs to purchase such shares, exercisable upon the occurrence of certain
events. These agreements cover 10,981 shares of Dundee Common Stock, or
approximately 23.5% of such shares entitled to vote at the Meeting.

TAX CONSEQUENCES

The following is a summary of certain anticipated federal income tax
consequences of the Merger. Due to the complexity and changing nature of federal
income tax laws, and considering that each shareholder's individual
circumstances affect the tax consequences of the Merger to such shareholder, the
following is not intended to and does not constitute a complete description of
all possible federal tax consequences to the shareholders of Dundee. The federal
income tax consequences to any particular shareholder may be affected by matters
not described herein. Moreover, this discussion does not address the state and
local income tax consequences, if any, of the Merger. EACH SHAREHOLDER IS
THEREFORE ADVISED TO CONSULT HIS OR HER OWN TAX ADVISOR WITH RESPECT TO THE TAX
CONSEQUENCES OF THE MERGER TO HIM OR HER.

Neither Dundee nor Springs has sought or intends to seek a ruling from the
Internal Revenue Service concerning the federal income tax consequences of the
Merger. Consummation of the Merger is conditioned upon the receipt by Springs
and Dundee as of the Closing Date of an opinion from Sutherland, Asbill &
Brennan that the Merger constitutes a reorganization under the Code such that a
Dundee shareholder will not be subject to income taxation on the Merger
Consideration if the shareholder's Merger Consideration is received solely in
Springs Class A Common Stock, but will be subject to income taxation on any gain
realized to the extent the Merger Consideration is received in cash. In
rendering their opinion, Sutherland, Asbill &

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Brennan will make certain factual assumptions and will rely upon certain
representations of Springs and Dundee. One such assumption/representation is
that, to the best of the knowledge of the executive officers of Dundee, there is
no plan or intention by the shareholders of Dundee to sell, exchange, or
otherwise dispose of a number of shares of Springs Class A Stock received in the
Merger that would reduce the Dundee shareholders' ownership of Springs Class A
Stock to a number of shares having a value, as of the Effective Date, of less
than 50% of the value of all of the formerly outstanding shares of Dundee Common
Stock as of the Effective Date.

Assuming the Merger is treated as a reorganization for federal income tax
purposes, the Merger will have the following, among other, tax consequences to
the shareholders of Dundee.

No gain or loss will be recognized by a holder of Dundee Common Stock whose
shares are exchanged solely for Springs Class A Stock, except with respect to
cash received in lieu of a fractional share of Springs Class A Stock.

A holder of Dundee Common Stock who receives both Springs Class A Stock and
cash as Merger Consideration will recognize gain, if any, realized on the
exchange, but in an amount which is not in excess of the amount of cash
received. The gain recognized should generally be treated as gain from the
exchange of property and, assuming that the shares of Dundee Common Stock of
such shareholder are held as capital assets, would be capital gain. In certain
unusual circumstances, a Dundee shareholder who is considered to own
constructively Dundee stock which is held by another Dundee shareholder and
exchanged for Springs Class A Stock in the Merger might be required to treat any
gain recognized as a dividend. No loss will be recognized by a holder of Dundee
Common Stock who receives both Springs Class A Stock and cash as Merger
Consideration.

A holder of Dundee Common Stock who receives solely cash as Merger
Consideration, or a dissenting shareholder, should generally recognize gain or
loss, measured by the difference between the amount of cash received and the
basis of the shares of Dundee Common Stock exchanged therefor. Assuming that the
shares of Dundee Common Stock are held as capital assets, such gain or loss
would be treated as capital gain or loss. In certain unusual circumstances, a
Dundee shareholder who receives solely cash, but who is considered to own
constructively Dundee Common Stock which is held by another Dundee shareholder
and exchanged for Springs Class A Stock in the Merger, might be required to
treat the amount of cash received as a dividend.

Any Dundee shareholder who receives cash in lieu of a fractional share of
Springs Class A Stock will be treated as if a fractional share had been
distributed to him in the Merger and then redeemed by Springs. Such shareholder
will recognize gain or loss, measured by the difference between the amount of
cash received and the basis of the Dundee Common Stock allocable to such
fractional share. Such gain or loss will be capital gain or loss provided that
the shareholder's shares of Dundee Common Stock are held as capital assets.

The basis of the Springs Class A Stock received by a holder of Dundee
Common Stock will be the same as the basis of the Dundee Common Stock
surrendered in exchange therefor (excluding any basis allocable to fractional
shares of Springs Class A Stock for which cash is received), minus any amount of
cash Merger Consideration received by the shareholder, plus any amount which is
treated as gain or as a dividend to the shareholder.

A Dundee shareholder's holding period with respect to any Springs Class A
Stock received in the Merger will include the period during which the shares of
Dundee Common Stock surrendered in exchange therefor were held, provided that
such shares of Dundee Common Stock were held as capital assets at the Effective
Time.

No gain or loss will be recognized by Springs, Dundee or Subcorp by reason
of the Merger.

ACCOUNTING TREATMENT

The Merger will be accounted for by Springs as a purchase. Under purchase
accounting, Springs will allocate the total cost of acquiring the Dundee Common
Stock, based on the relationship of the total amount of cash paid and the market
value of Springs Class A Stock issued in the Merger to the fair value of the
assets and liabilities acquired. Springs anticipates that the consideration paid
for the Dundee Common Stock will not

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exceed the fair value of the assets and liabilities acquired. Consequently,
Springs does not expect to record any goodwill in connection with the Merger.

RATIFICATION OF CERTAIN ISSUANCES OF DUNDEE COMMON STOCK

Historically, shareholders who wished to dispose of some or all of their
Dundee Common Stock have contacted Dundee to locate a prospective purchaser for
such shares, because there has been no established trading market for Dundee
Common Stock. Frequently, Dundee facilitated such transactions by negotiating a
price with the seller and delivering its check to the seller against delivery of
the certificates representing the Dundee Common Stock. In addition, Dundee
acquired 1,365 shares of Dundee Common Stock which were owned by The Hartwell
Mills when it was purchased by Dundee on June 4, 1990.

Dundee has treated all such reacquired shares as treasury shares, and
Dundee's management made shares so acquired available for purchase by selected
officers and employees (or their designated family members) as part of their
compensation. The shares acquired in the Hartwell Mills transaction were valued
by a special committee of the Board of Directors of Dundee at the time of such
acquisition at a slight premium over recent transactions in Dundee Common Stock.
These shares were reissued at such valuation, and other shares reacquired by
Dundee were reissued at the average price per share then being paid by Dundee
for its stock. Dundee utilized such opportunities to enable officers and
employees to obtain or increase their equity interest in the company and offered
this opportunity as an incident of employment and as compensation because Dundee
did not have a formal employee stock option plan or employee stock purchase
program.

During 1990-1994, Dundee used this procedure to acquire and reissue an
aggregate of 2,261 shares of Dundee Common Stock at an average price of $963 per
share to a total of 47 officers and employees (including, in several instances,
family designees of officers or employees). No individual officer or employee
(together with his family designees, if any) purchased more than an aggregate of
331 shares during such period. The dates, aggregate number of shares reissued,
and price per share of all such issuances are set forth below:

DATE AND PRICE OF ISSUANCE SHAREHOLDER SHARES
- --------------------------- ------------------------------------------------ ------

August 28, 1990 ($650) David D. Blalock, Jr............................ 50
R. Wayne Boyd*+................................. 100
John Bray....................................... 50
Howard B. Gossett, Jr.*+........................ 50
Betty Gossett*+................................. 50
Clarence J. McMerty............................. 50
Jack Mundy...................................... 50
David J. Taylor................................. 50
Douglas R. Tingle*.............................. 100
J. Henry Walker, III*+.......................... 100
October 31, 1990 ($650) Neal E. Baldwin................................. 30
Doug Brown...................................... 7
Wayne Brown..................................... 10
William E. Head................................. 5
Harry Kierbow................................... 15
David Lamb...................................... 20
V. Larry Perkins*............................... 10
James W. Roddy.................................. 10
Robert Scroggins................................ 50
J. Kenneth Stanz, Jr............................ 5
J. Frank Stewart................................ 25
Jeff Stewart.................................... 5
Hubert Sullins.................................. 50
Robert Sullins.................................. 8
Frank Westmoreland.............................. 13
M. J. Yates*.................................... 50

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DATE AND PRICE OF ISSUANCE SHAREHOLDER SHARES
- --------------------------- ------------------------------------------------ ------

December 10, 1990 ($650) Henry Barton.................................... 10
Gordon H. Brown................................. 10
Everett Chalkley................................ 5
J. Gilliam Cheatham*+........................... 45
John H. Cheatham, III........................... 20
Leila Cheatham*+................................ 145
Howard B. Gossett, Jr.*+........................ 6
James A. Graham................................. 25
Robert Housworth................................ 5
David G. Newton*+............................... 125
John T. Newton*+................................ 106
Leila Von Stein*+............................... 15
Douglas R. Tingle*.............................. 6
J. Henry Walker, III*+.......................... 6
July 7, 1993 ($1,500) Neal E. Baldwin................................. 5
Gordon H. Brown................................. 5
James A. Graham................................. 5
Harry Kierbow................................... 5
David Lamb...................................... 5
William M. McSwain, Sr.......................... 5
Herbert B. Perkins.............................. 5
James W. Roddy.................................. 5
J. Frank Stewart................................ 5
August 2, 1993 ($1,500) David D. Blalock, Jr............................ 20
R. Wayne Boyd*+................................. 25
John Bray....................................... 20
J. Gilliam Cheatham*+........................... 25
John H. Cheatham, III........................... 25
Ken Gossage..................................... 2
Howard B. Gossett, Jr.*+........................ 25
William E. Head................................. 2
Francis S. Hedges............................... 5
John M. Jago.................................... 10
Christine R. Lanigan............................ 10
Clarence J. McMerty............................. 20
Walter J. McMullen.............................. 10
David G. Newton*+............................... 25
John T. Newton*+................................ 25
Mark A. Peek.................................... 10
V. Larry Perkins*............................... 25
J. Kenneth Stanz, Jr............................ 5
David J. Taylor................................. 20
Douglas R. Tingle*.............................. 25
J. Henry Walker, III*+.......................... 25
M. J. Yates*.................................... 5
July 28, 1994 ($1,650) David D. Blalock, Jr............................ 10
Howard B. Gossett, Jr.*+........................ 15
Francis S. Hedges............................... 5
Christine R. Lanigan............................ 10
Clarence J. McMerty............................. 20
David G. Newton*+............................... 25
John T. Newton*+................................ 175
David J. Taylor................................. 10

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DATE AND PRICE OF ISSUANCE SHAREHOLDER SHARES
- --------------------------- ------------------------------------------------ ------

Douglas R. Tingle*.............................. 10
J. Henry Walker, III*+.......................... 50
October 10, 1994 ($1,650) David G. Newton*+............................... 5
October 11, 1994 ($1,650) John T. Newton, Jr.*+........................... 25

- ---------------

* Each of these individuals served as an executive officer of Dundee, or was a
designee of an executive officer, at the time of the issuance.
+ Each of these individuals served as a director of Dundee, or was a designee of
a director, at the time of the issuance, except Mr. Gossett who is currently a
director of Dundee but was not a director at the time of the issuance.

As a condition to closing the Merger, Springs has required that Dundee take
corporate action to assure that the shares of Dundee Common Stock issued during
1990-1994 were validly issued, fully paid and nonassessable and that no
preemptive rights exist with respect to such issuances. Under the GBCC, such
reissuances should have been but were not formally authorized or approved by the
directors of Dundee, and such reissuances would have given rise to preemptive
rights on the part of Dundee shareholders to purchase proportional amounts of
such shares upon their reissuance, unless an exception to statutory preemptive
rights was applicable.

The Special Committee was authorized by the Board of Directors of Dundee to
take certain action with respect to the Merger, including approval of certain
matters in which directors of Dundee had an interest other than their interests
as shareholders of Dundee generally. The Special Committee has reviewed and
approved the terms and conditions associated with the issuances of Dundee Common
Stock described above, has ratified these issuances, and has determined that, in
the light of the circumstances prevailing at the time of such issuances, the
transactions were fair to Dundee and constituted issuances as compensation to
officers and employees of Dundee so as to qualify for a statutory exception to
preemptive rights, if the holders of a majority of the shares of Dundee Common
stock entitled to vote thereon approve or ratify the terms and conditions of
such issuances. No member of the Special Committee received any shares in such
issuances. The Special Committee unanimously recommends that Dundee shareholders
vote FOR the approval and ratification of the terms and conditions of such
issuances so as to establish that preemptive rights do not exist with respect
thereto.

Approval and ratification of the terms and conditions of such issuances
will require the affirmative votes of a majority of the outstanding shares of
Dundee Common Stock.

DUNDEE COMMON STOCK PRICES AND DIVIDEND POLICIES

Dundee is privately held and there is no established market for the Dundee
Common Stock. In recent stock transactions, Dundee has purchased and sold shares
of Dundee Common Stock for $1,650 per share. There can be no assurances,
however, that Dundee would continue to purchase or sell shares at such price. As
of March 1, 1995, there were approximately 290 holders of Dundee Common Stock.
During the last two years, the Dundee Board of Directors has paid a dividend
each quarter and at the end of the fiscal year, which have aggregated $30 per
share in each fiscal year.

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DUNDEE SELECTED FINANCIAL DATA
(IN THOUSANDS EXCEPT PER SHARE DATA)

The selected financial information for Dundee for the periods presented are
derived from the audited financial statements of Dundee except that the selected
financial information as of December 31, 1993 and 1994 and for the four month
periods then ended are derived from unaudited financial statements of Dundee. In
the opinion of management, such unaudited financial statements include all
adjustments (consisting of only normal recurring adjustments) necessary for a
fair presentation of the financial position and results of operations for the
periods presented. The results of operations for the four month period ended
December 31, 1994 are not necessarily indicative of Dundee's results of
operations for the entire year. This information should be read in conjunction
with "Dundee Management's Discussion and Analysis of Financial Condition and
Results of Operations" and with Dundee's financial statements and the related
notes thereto included elsewhere in this Proxy Statement and Prospectus.

FOR OR AT THE
FOR OR AT THE END OF THE FISCAL YEARS ENDED AUGUST FOUR MONTHS ENDED
31, DECEMBER 31,
---------------------------------------------------- -----------------------
1990(A) 1991 1992 1993 1994 1993 1994
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED)

STATEMENT OF OPERATIONS
DATA:
Net sales.................. $223,455 $242,386 $247,728 $263,363 $266,814 $ 85,107 $ 90,363
Net income (loss).......... 9,697 134 6,452 870 (1,501)(b) (241)(b) 1,065
Earnings (loss) per common
share.................... 203.66 2.80 137.50 18.60 (32.00)(b) (5.14)(b) 22.77
Weighted average number of
common shares............ 48 48 47 47 47 47 47
Dividends per common
share.................... 30.00 30.00 30.00 30.00 30.00 4.00 4.00
BALANCE SHEET DATA:
Working capital............ 80,199 79,293 93,085 88,424 82,728 84,864 81,251
Total assets............... 148,194 167,837 186,151 175,562 169,007 171,981 164,942
Total long-term debt
(excluding current
portion)................. 13,060 26,615 42,670 28,670 23,715 24,670 19,715
Shareholders' equity....... 121,751 121,417 124,300 123,925 120,736 123,495 121,528

- ---------------

(a) Includes information as to certain acquisitions accounted for as purchases
from the dates of acquisition in January 1990 and May 1990.
(b) Includes a charge of $0.2 million or $4.12 per share for the adoption of
SFAS No. 109.

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DUNDEE MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BACKGROUND

Dundee was founded on February 11, 1888, as the Kincaid Manufacturing
Company. The company was chartered under the laws of the State of Georgia as
Georgia Cotton Mills in 1911, and on August 28, 1942, the company's charter was
amended to change its name to Dundee Mills, Incorporated.

The following discussion and analysis is intended to assist in
understanding Dundee's results of operations and changes in financial position.
This discussion should be read in conjunction with the information under "Dundee
Selected Financial Data" and "Business of Dundee," as well as Dundee's financial
statements, including notes thereto, included elsewhere in this Proxy Statement
and Prospectus.

RESULTS OF OPERATIONS

Four Months Ended December 31, 1994 Compared to Four Months Ended December 31,
1993.

Net sales for the four months ended December 31, 1994 increased to $90.4
million, an increase of 6.2% compared to the same period during the prior year.
Net sales in the towel division increased $3.1 million, or 5.5%, due primarily
to higher average selling prices. Net sales in the baby products and healthcare
division increased $1.4 million, or 5.3%, over the comparable period in fiscal
1993 due primarily to price increases. Net sales in the broadcloth fabric
division increased $1.2 million, or 79.3%, over the comparable period in fiscal
1993 primarily because of a large one-time order. Management believes that the
baby products and healthcare division will continue to realize increased net
sales; however, unit sales in the towel division will probably not increase
without additional expenditures for manufacturing equipment.

Total gross profit was $13.1 million, or 14.5% of net sales, compared to
$10.9 million, or 12.8% of net sales, during the same period in fiscal 1993.
Gross profit increased principally in the towel division during the four months
ended December 31, 1994 primarily because of decreased manufacturing costs and
an increase in average selling prices compared to the same period in 1993.

Selling, general and administrative expenses were $10.1 million, or 11.1%
of net sales, compared to $9.2 million, or 10.8% of net sales, for the same
period in fiscal 1993. The increase resulted primarily from higher expenditures
relating to the development of management information systems ("MIS"), which are
being developed both to control the flow of in-process production and to apply
goods to customer orders. Further development of MIS capability has been
curtailed pending consummation of the Merger. Following consummation of the
Merger, additional costs may be incurred to integrate Dundee's data into
Springs' reporting system.

Profit before taxes was $1.8 million, or 2.0% of net sales, compared to a
loss of $70,000, or 0.1% of net sales, for the same period during the prior
year. Dundee's net income was $1.1 million compared to a loss of $241,000 for
the same period during the prior year.

Fiscal Year Ended August 31, 1994 Compared to Fiscal Year Ended August 31,
1993.

Net sales increased 1.3% during fiscal 1994 to $266.8 million. Net sales in
the towel division increased $12.5 million, or 7.8%, due primarily to expanded
production capacity, and net sales in the baby products and healthcare division
decreased $4.1 million, or 4.5%, primarily because of erosion of the market for
cloth diapers. The broadcloth fabric division's net sales decreased $2.2
million, or 26.3%, primarily because of the loss of a major customer. Dundee's
specialty fabrics division was discontinued in fiscal 1994, resulting in a
decrease in net sales of $2.8 million.

Total gross profit was $32.0 million, or 12.0% of net sales, compared to
$34.8 million, or 13.2% of net sales, during fiscal 1993. Gross profit decreased
primarily because Dundee reduced its average selling prices in the towel
division in an effort to reduce inventory and sold increased amounts of towel
division merchandise at close-out or off-quality prices. Gross profit in the
broadcloth fabric division decreased in fiscal 1994 because of

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a decline in sales of broadcloth fabric. These decreases were partially offset
by an increase in gross profit in the baby products and healthcare division
primarily because of favorable purchases of raw materials.

Selling, general and administrative expenses remained relatively flat at
$29.8 million, or 11.2% of net sales, compared to $29.1 million, or 11.0% of net
sales, in fiscal 1993. Interest expense decreased to $1.8 million from $2.3
million in fiscal 1993 as Dundee reduced its debt by $6.2 million to $31.9
million. The net loss before the cumulative effect of an accounting change was
$1.3 million compared to net income of $870,000 for fiscal 1993. Effective
September 1, 1993, Dundee adopted SFAS No. 109, "Accounting for Income Taxes."
The cumulative effect of this change in Dundee's method for accounting for
income taxes was to increase the net loss in fiscal 1994 by $193,000 to $1.5
million.

Fiscal Year Ended August 31, 1993 Compared to Fiscal Year Ended August 31,
1992.

Net sales were $263.4 million in fiscal 1993, an increase of approximately
6.3% from net sales of $247.7 million in fiscal 1992. Increased production
capacity enabled Dundee to increase net sales by $9.4 million, or 6.2%, in the
towel division. Higher volume of shipments to customers enabled Dundee to
increase net sales by $7.0 million, or 8.4%, in the baby products and healthcare
division. Net sales of other products decreased by $727,000 in fiscal 1993.

Total gross profit decreased to $34.8 million, or 13.2% of net sales, in
fiscal 1993 from $43.2 million, or 17.5% of net sales, in fiscal 1992. The
decrease in total gross profit reflects a decrease in gross profit in the towel
division resulting primarily from retailer demand for darker shades of towels
requiring more dye, and for quicker delivery of smaller cartons requiring more
handling. In addition, in the baby products and healthcare division, gross
profit decreased in fiscal 1993 due primarily to competitive pricing pressures.

Selling, general and administrative expenses were $29.1 million, or 11.0%
of net sales, in fiscal 1993 compared to $27.5 million, or 11.1% of net sales,
in fiscal 1992. The higher expenses in fiscal 1993 resulted primarily from an
increase in MIS development expenditures aimed at improving Dundee's forecasting
and scheduling systems.

Profit before income taxes was $1.5 million, or 0.6% of net sales, a
decrease of approximately $8.9 million, or 85.5%, compared to $10.4 million, or
4.2% of net sales, in fiscal 1992. Net income was $870,000, or 0.3% of net
sales, in fiscal 1993 compared to $6.5 million, or 2.6% of net sales, in fiscal
1992.

Liquidity and Capital Resources

Net cash provided by operating activities for the fiscal years ended August
31, 1994, 1993, and 1992 totaled $19.8 million, $15.1 million, and $7.2 million,
respectively. Net cash provided by operating activities during the four months
ended December 31, 1994, and December 31, 1993, amounted to $2.6 million and
$6.0 million, respectively.

In fiscal 1994, Dundee created a model inventory target that called for
reducing inventory levels from the prior fiscal year. The target accounted for
desired customer service levels, replenishment cycles, and financial resources
committed to inventory. Dundee reached this target in fiscal 1994.

Due to the seasonality of Dundee's business, which results in decreased
order volume in the second fiscal quarter, December 31 inventories are typically
higher than August 31 inventories.

Dundee finances its capital requirements through an unsecured revolving
bank line of credit. Dundee also has been able to obtain funding for major
expenditures through industrial revenue bonds, which are issued by local
development authorities. The industrial revenue bonds bear interest at a
floating rate, which averaged 4.05% at March 1, 1995.

During fiscal 1994, Dundee issued two new series of industrial revenue
bonds aggregating $10.3 million, which effectively refinanced two series of
bonds issued in 1990. At August 31, 1994, Dundee had outstanding letters of
credit from a bank totaling $12.1 million relating to industrial revenue bonds
and had pledged land, buildings and equipment with a net book value of
approximately $10.9 million as collateral.

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The revolving line of credit provides Dundee with unsecured borrowing
capacity of up to $25 million. At March 1, 1995, the outstanding borrowings
under this line were approximately $18 million. Pursuant to an interest rate
swap agreement, the interest rate on borrowings up to $16 million under the line
of credit is effectively fixed at 6.1% and the interest rate on borrowings in
excess of $16 million is LIBOR plus 0.35%, which was 6.475% at March 1, 1995.
Dundee is required to make quarterly payments to its lender of a 1/4% annual
commitment fee on the average unused amount of the commitment. Dundee's
management believes that Dundee's available borrowings and future cash flows
from operating activities will be sufficient to fund its future cash needs.

Expenditures for the purchases of property and equipment in fiscal years
1994, 1993, and 1992 were $8.1 million, $3.4 million, and $18.4 million,
respectively. In fiscal 1992, 84.5% of Dundee's total capital expenditures were
made to purchase land, complete construction and begin production at the
Hartwell Finishing Plant. In 1994, of the $8.1 million spent on property, plant,
and equipment, over 50% was spent to provide new finishing equipment at the
Lowell Bleachery and to augment the spinning equipment at the Hartwell
Manufacturing Plant. Dundee has planned capital expenditures of $3.8 million for
fiscal 1995, approximately 25% of which is for projects designed to allow Dundee
to more efficiently utilize utilities and assist in meeting environmental
compliance schedules.

SEASONALITY

Dundee's sales are affected by the seasonal nature of the business of its
primary customers who are in retail sales and the hospitality industry.
Accordingly, Dundee experiences its highest levels of cash flow during its first
quarter, when retailers are preparing for holiday sales. Dundee's lowest cash
flow levels generally occur during its second fiscal quarter, when retailers
clear inventory and recreational travel is down.

COST OF RAW MATERIAL

Dundee's financial performance is closely tied to the cost of raw
materials, primarily cotton. Competitive pressures have limited and may in the
future limit the ability of Dundee to raise prices to reflect the increased cost
of raw materials. Dundee enters into forward contracts with cotton merchants to
purchase cotton at specified prices for future delivery. Dundee takes these
fixed prices into account in determining its pricing for finished products.
Dundee does not hedge its cost of cotton through purchasing futures or options
in the commodities market.

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BUSINESS OF SPRINGS

Springs began its operations in 1888 and is a diversified home furnishings
and textile manufacturer and finisher operating 39 manufacturing facilities in
nine U.S. states. Springs also has minority interests in industrial fabrics
businesses in Europe and Asia. Twenty-four manufacturing facilities are located
in South Carolina, where Springs is the state's largest manufacturing employer.
Four manufacturing facilities are located in North Carolina, three in Georgia,
two each in Alabama and California, and one each in Pennsylvania, Tennessee,
Wisconsin and Nevada. Sales, distribution and administrative offices are located
throughout the U.S. and Canada. Springs employs approximately 20,100 people.

The textile manufacturing industry in the United States has, in recent
years, undergone a series of corporate restructurings and consolidations.
Through both internal development and acquisitions of complementary businesses,
Springs has emerged as one of the most significant textile manufacturers in the
United States. Among the factors contributing to Springs' industry position are
its highly automated manufacturing facilities, its well known brands and its
commitment to fashion design and diverse product offerings in the home
furnishings field.

Springs' operations are conducted in two segments: home furnishings and
specialty fabrics.

HOME FURNISHINGS

Home furnishings is the larger segment of Springs' business, with sales of
$1.460 billion in 1994 and operating income of $97.5 million. In the home
furnishings segment, Springs manufactures, purchases for resale and markets
finished products, including sheets, pillowcases, bedspreads, comforters, shower
curtains, bath rugs and other bath products and juvenile novelties. Also in this
segment, Springs manufactures, purchases for resale and markets decorative
window products, including drapery hardware, vertical and horizontal blinds and
pleated and other window shades.

Springs' bedding and bath products are sold to a wide range of customers
and are varied in design, styling and color to appeal to a broad spectrum of
consumers. Springs' Wamsutta(R) bed and bath products are targeted to the
premium segment of the market. Springmaid(R) sheets and related bed and bath
fashions are aimed at the middle to upper range of the consumer market and are
sold primarily to major department and specialty stores. Springs markets bed and
bath products under many license agreements, including licenses with The Walt
Disney Company, Bill Blass, Ltd., and Liz Claiborne, Inc. Springs'
Performance(TM) brand bed and bath products are sold primarily to mass merchants
and to catalog operations.

During 1992, the Company acquired the marketing and distribution operations
of C.S. Brooks Canada, Inc. and the Griffiths-Kerr division of Finlayson
Enterprises, Ltd., both located in Canada, in a continuing effort to better
serve Canadian home furnishings customers and to expand the Company's presence
in the Canadian market. The Company markets bed and bath products in Canada
under the trademarks Wabasso(R) and Texmade(R) in addition to its U.S. brand
names.

Springs' Bath Fashions Division offers a wide range of bath products. These
products include tufted bath rugs, shower curtains, towels and other bath
accessories.

Springs' Window Fashions Division manufactures and markets drapery hardware
and window treatment products. Drapery hardware is marketed under the Graber(R)
trademark, and vertical and horizontal blinds are marketed under the Graber(R)
and Bali(R) trademarks. Pleated shades are marketed under the FashionPleat(R)
and CrystalPleat(R) trademarks. Private labels also are used for all products.

Springs recently announced the execution of a letter of intent with Dawson
Home Fashions, Inc. ("Dawson") providing for the cash purchase by Springs of
substantially all of Dawson's assets. Dawson, based in New York City, is a major
producer and marketer of shower curtains, coordinated accessories and other bath
products and has annual sales of approximately $90 million.

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SPECIALTY FABRICS

The specialty fabrics segment manufactures, finishes, purchases for resale
and markets a wide variety of fabrics, with sales of $608.8 million in 1994 and
operating income of $38.3 million. Specialty fabrics products include finished
fabrics for industrial, apparel and specialty end uses.

Springs' subsidiary, Clark-Schwebel, Inc., is the world's leading producer
of woven fiber glass fabrics and also manufactures fabrics made from Kevlar(R)
yarn. Customers of Clark-Schwebel, Inc. include producers of electronic circuit
boards, aircraft, boats and protective apparel such as anti-ballistic vests and
helmets.

The specialty fabrics segment produces and markets other finished fabrics
in a broad range of colors, weights, fibers, finishes and printed designs and
sells them principally to manufacturers of apparel and decorative home
furnishings, and to retailers of home sewing fabrics under the trademarks
Springmaid(R), Wamsutta(R) and Ultrasuede(R) and under private labels. This
segment also produces and sells protective and fire retardant fabrics for
industrial and commercial applications and manufactures and markets solid color
and printed fabric for wall panels and furniture fabrics for the office
furnishings market.

RECENT OPERATING RESULTS

For the quarter ended April 1, 1995, Springs' net sales were $483.1
million, down slightly from net sales of $485.2 million in the comparable
quarter of 1994. Excluding net sales attributable to Springs' former subsidiary
Clark-Schwebel Distribution Corp., which was sold by Springs in June 1994, first
quarter net sales were up 4% from the first quarter of 1994. Net income for the
first quarter of 1995 increased 70% to $9.9 million, as compared with net income
of $5.8 million for the first quarter of 1994. Net income per share for the 1995
quarter increased 67% to $0.55 per share, as compared with $0.33 per share for
the 1994 quarter. Consolidated operating income was $23.1 million for the first
quarter of 1995, an increase of 26% over the first quarter of 1994. This growth
in operating income was attributable primarily to sales growth and improved
margins in Springs' home furnishings segment. In view of recent upward trends in
the costs of raw materials, Springs expects its earnings to grow at a more
moderate pace during the second quarter of 1995.

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BUSINESS OF DUNDEE

Dundee is a leading manufacturer of towels, infant and toddler bedding,
knitted infant apparel and healthcare products. The business of Dundee is
divided into three primary divisions: terry towel products, baby and healthcare
products, and broadcloth fabric. The principal executive offices of Dundee are
located at 301 Railroad Avenue, Griffin, Georgia, 30224.

TOWELS

Sales of Dundee's towel division comprise approximately two thirds of the
company's total sales and approximately 14% of the towels sold in the United
States. The division is divided into two groups, retail towels and institutional
towels. The towel division of Dundee is vertically integrated.

Retail. Dundee manufactures solid color, embellished and printed towels
that are sold in the middle to upper middle price range. The towels are sold
directly to major department stores and mass merchandisers throughout the United
States.

Institutional. This group sells towels to institutional customers,
primarily in the hospitality and healthcare industries, and traditionally has
been Dundee's strongest. Dundee holds approximately 40% of the domestic market
for sales to hotels, motels, hospitals and convalescent homes. Sales to
institutional customers are made through distributors.

BABY PRODUCTS/HEALTHCARE

The baby products/healthcare division produces approximately 30% of
Dundee's sales through the manufacture of infant and toddler bedding and the
manufacture of infant apparel, diapers and bibs and similar products for
incontinent adults.

Baby Products. Dundee manufactures bedding, diapers and knitted apparel
products for infants and toddlers. The baby products group of the company
purchases unfinished fabrics from which it produces sheets, comforters, dust
ruffles, bumper pads and receiving blankets for infants. Additionally, Dundee
purchases yarn to knit undershirts, caps, booties and gowns for infants.
Approximately 80% of these baby products are sold to ten customers, which are
mass merchandisers. Sales of baby products are approximately 85% of Dundee's
sales in the baby products/healthcare division.

Important to the baby products group are license agreements with The Walt
Disney Company that grant Dundee the non-exclusive right to use Disney
characters with both its infant and toddler bedding and apparel products. Dundee
holds licenses to distribute these products in the United States, Central
America, Mexico and Singapore. Sales of products using Disney characters
comprise approximately 28% of Dundee's sales of baby products.

Healthcare. Adult incontinent products, such as adult diapers, bibs and
draw sheets, are sold through distributors to institutional customers, which are
primarily hospitals and convalescent homes.

BROADCLOTH FABRIC

Broadcloth fabric is manufactured at the company's plant in Dadeville,
Alabama. Broadcloth fabric is used in food distribution and as backing for
upholstery and other fabric. This product is sold by an independent sales agent
of Dundee. Sales of broadcloth fabric are approximately 2% of the Company's
total sales.

ORGANIZATION AND EMPLOYEES

Dundee employed approximately 3,740 employees at March 1, 1995,
approximately 2,100 of whom are located in Griffin, Georgia. Eighteen of these
employees, located throughout the United States and in Canada, comprise Dundee's
sales and merchandising group, which is headquartered in New York City. Each
sales and merchandising representative concentrates on a specific product
division of Dundee. The employees are not represented by a collective bargaining
unit. Management of Dundee considers relations with its employees to be good.

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PROPERTIES

Dundee owns 13 manufacturing plants in Georgia, six of which are located in
Griffin, and one in Alabama. These facilities range in size from approximately
19,000 to 670,000 square feet. Additionally, Dundee leases 13 properties which
are used for office space for sales representatives, warehouse storage and
outlet stores. These properties are leased generally for terms of two to ten
years, with varying renewal options.

SPRINGS MANAGEMENT AND PRINCIPAL SHAREHOLDERS

Springs' 1994 Annual Report on Form 10-K, which is incorporated herein by
reference, including information incorporated in the Form 10-K by reference to
Springs' Proxy Statement for its 1995 annual meeting, contains information about
Springs' directors and executive officers, their business history, stock
ownership, compensation and direct or indirect interests in certain transactions
with Springs, information about the principal holders of Springs Class A Stock
and Springs Class B Stock and additional financial information not contained in
this Proxy and Registration Statement.

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DUNDEE VOTING STOCK AND PRINCIPAL HOLDERS

The following table sets forth, as of March 1, 1995, certain information
with respect to ownership of the outstanding Dundee Common Stock, by (i) all
persons known by Dundee to own beneficially more than 5% of the outstanding
Dundee Common Stock, (ii) each director of Dundee, (iii) each executive officer
of Dundee, and (iv) all directors and executive officers of Dundee, as a group.

NAME OF SHARES OF DUNDEE COMMON PERCENT
BENEFICIAL OWNER STOCK BENEFICIALLY OWNED(A) OF CLASS
- -------------------------------------------------------- --------------------------- --------

Trust Company Bank(b)................................... 5,624 12.0
Trust and Investment Services
P.O. Box 4655
Atlanta, GA 30302
The Newton Family Partnership........................... 3,828 8.2
c/o John T. Newton
Dundee Mills, Incorporated
301 Railroad Avenue
Griffin, GA 30224
435 Associates, Ltd.(c)................................. 3,149 6.7
c/o Harvey M. Cheatham
P.O. Box 88185
Atlanta, GA 30356
Kendall J. Zeliff, Jr.(d)............................... 2,380 5.1
1100 Peachtree Street, NE
Suite 2050
Atlanta, GA 30309
DIRECTORS:
Harvey M. Cheatham(e)................................... 3,712 7.9
P.O. Box 88185
Atlanta, GA 30356
John T. Newton(f)....................................... 4,326 9.3
Dundee Mills, Incorporated
301 Railroad Avenue
Griffin, GA 30224
J. Gilliam Cheatham(g).................................. 1,435 3.1
David G. Newton(h)...................................... 1,340 2.9
J. Henry Walker, III.................................... 506 1.1
R. Wayne Boyd........................................... 185 *
Howard B. Gossett, Jr................................... 49 *
EXECUTIVE OFFICERS:
Douglas R. Tingle(i).................................... 216 *
M. J. Yates(j).......................................... 90 *
V. Larry Perkins........................................ 85 *
All executive officers and directors as a group (10
persons).............................................. 11,944 25.6

- ---------------

* Less than 1%
(a) Unless otherwise indicated, the named beneficial owner has sole voting power
and investment power with respect to all shares of Dundee Common Stock
listed.
(b) Includes an aggregate of 4,416 shares as to which Trust Company Bank has
sole voting and investment power under the terms of five separate trusts,
wills and agreements, and an aggregate of 1,208 shares as to

which Trust Company Bank has shared investment power under the terms of
four separate trusts and wills.
(c) Harvey M. Chatham, who serves as a member of the Board of Directors of
Dundee, has sole voting and investment power over these shares.
(d) Mr. Zeliff has sole voting and investment power over such shares as trustee
under nine separate trusts.
(e) Includes 313 shares owned by a partnership in which Harvey M. Cheatham has
shared voting and investment power and 3,149 shares owned by 435
Associates, Ltd. in which he has sole voting and investment power.
(f) Includes 3,828 shares owned by The Newton Family Partnership, in which John
T. Newton has shared voting power and investment power, and 173 shares
owned by his wife.
(g) Includes 615 shares owned by J. Gilliam Cheatham as custodian for his
children.
(h) Includes 1,150 shares owned by a trust under which David G. Newton has
shared voting and investment power and 50 shares owned by him as custodian
for his niece and nephew.
(i) Includes 6 shares owned by Douglas R. Tingle as custodian for his children.
(j) Includes 25 shares owned by M. J. Yates' wife.

COMPARISON OF RIGHTS OF HOLDERS OF SPRINGS CLASS A STOCK
AND HOLDERS OF DUNDEE COMMON STOCK

The following summary compares certain rights of Dundee shareholders under
the Georgia Business Corporation Code (the "GBCC") and Dundee's Articles of
Incorporation and Bylaws with the rights of Springs shareholders under the South
Carolina Business Corporation Act ("SCBCA") and the Springs Articles of
Incorporation and Bylaws.

Dundee is incorporated under the laws of the State of Georgia. Springs is
incorporated under the laws of the State of South Carolina. Both Georgia and
South Carolina have adopted a form of the Revised Model Business Corporation
Act, and as a result the corporate codes of both states are similar in many
respects. Dundee shareholders, whose rights as shareholders are currently
governed by Georgia law and Dundee's Articles of Incorporation and Bylaws, will
become, upon consummation of the Merger and to the extent they receive shares of
Springs Class A Stock (referred to in this section as "Class A Stock"),
shareholders of Springs, and their rights will be governed by South Carolina law
and Springs' Articles of Incorporation and Bylaws.

The following summary does not purport to be a complete statement of the
rights of Springs shareholders under the SCBCA and Springs' Articles of
Incorporation and Bylaws as compared to the rights of Dundee shareholders under
Dundee's Articles of Incorporation and Bylaws and the GBCC, to which
shareholders are referred.

VOTING RIGHTS

Under Springs' Articles of Incorporation, every holder of Class A Stock is
entitled to one vote, in person or by proxy, for each share held of record, with
cumulative voting rights in the election of directors. Holders of Springs voting
preferred stock, if any, are also entitled to one vote per share. Holders of
Springs Class B Stock (referred to in this section as "Class B Stock") are
entitled to four votes per share with cumulative voting rights, except that in
certain circumstances the voting power of the Class B Stock is reduced. Such
circumstances include (a) votes with respect to business combinations involving
a person or entity controlling or under common control with Springs, in which
event Class B Stock is entitled to only one vote per share, and (b) amendments
to Springs' Articles of Incorporation that would (i) increase or decrease the
number of authorized shares or the par value of Class A or Class B Stock; (ii)
adversely alter or change the powers, preferences, relative voting power or
special rights of Class A or Class B Stock; or (iii) require class voting under
the SCBCA, in which event the affirmative vote of the holders of the affected
class, voting separately as a class, is required to approve the amendment.

Springs' Articles of Incorporation provide for cumulative voting with
respect to the election of directors. Cumulative voting in the election of
directors permits a shareholder to cast the number of votes equal to the

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number of votes per share (one as to Class A Stock and four as to Class B Stock)
times the number of his shares, multiplied by the number of directors to be
elected. A shareholder may give one nominee all of these votes or may distribute
the votes among the nominees as he desires. Under Springs' Bylaws, a director
cannot be removed from office by the shareholders if the votes cast against his
removal would be sufficient to elect him if then cumulatively voted at an
election of the entire Board of Directors or of the class of directors of which
he is a part.

Dundee's Articles of Incorporation provide for a single class of common
stock, Dundee Common Stock, holders of which are entitled under the GBCC to one
vote per share. Preferred stock is also authorized under Dundee's Articles of
Incorporation, having no voting rights except upon Dundee's failure to pay
dividends or if Dundee's current liabilities exceed 90% of its commercial
assets.

LIABILITY OF DIRECTORS

Both the GBCC and the SCBCA allow a corporation to limit the personal
liability of directors with certain exceptions. Springs' Articles of
Incorporation provide that no director of the corporation shall have personal
liability to the corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director unless and to the extent that such elimination
or limitation of personal liability is prohibited by the laws of the State of
South Carolina. Under South Carolina law, such limitation does not eliminate or
limit the liability of a director of Springs for (a) misappropriation of
business opportunities; (b) acts or omissions not in good faith or which involve
gross negligence, intentional misconduct or a knowing violation of law; (c)
unlawful payment of a dividend or an unlawful stock purchase or redemption; or
(d) any transaction involving improper personal benefits to the director.

Although permitted by the GBCC, Dundee's Articles of Incorporation do not
attempt to limit the personal liability of its directors.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Under the SCBCA, a corporation may indemnify its officers, directors,
employees and agents, and in certain circumstances, must indemnify its officers
and directors, made party to a proceeding against liability incurred in the
proceeding if the person: (a) conducted himself in good faith; (b) reasonably
believed, in the case of conduct in his official capacity with the corporation,
that his conduct was in its best interest and, in all other cases, that his
conduct was at least not opposed to its best interest; and (c) in the case of
any criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. A South Carolina corporation may not indemnify a director (i) in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or (ii) in connection with any
other proceeding charging improper personal benefit to him, whether or not
involving action in his official capacity, in which he was adjudged liable on
the basis that personal benefit was improperly received by him. Indemnification
permitted under the SCBCA in connection with a proceeding by or in the right of
the corporation is limited to reasonable expenses incurred in connection with
the proceeding.

Springs' Bylaws contain provisions for the indemnification of Springs'
officers and directors to the fullest extent provided by the SCBCA. Springs'
Bylaws also permit Springs to indemnify, or advance expenses in connection with
a proceeding that may be the subject of indemnification to, a non-officer or
non-director agent or employee of Springs to the extent and on such terms as the
Board of Directors of Springs determines from time to time.

The GBCC permits a corporation to indemnify directors and officers in
substantially the same way as the SCBCA. Pursuant to the GBCC, Dundee's Bylaws
provide for indemnification of directors and officers to the fullest extent
permitted by the GBCC.

DIRECTORS

Springs' Bylaws provide for a Board of Directors consisting of a minimum of
three and a maximum of fifteen directors, the exact number being fixed and
determined from time to time by the Board or by resolution

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of the shareholders. Directors are elected at the annual meeting of shareholders
and serve until the next annual meeting or any special meeting of the
shareholders called earlier for the purpose of electing directors, or, if
earlier, upon the director's death, resignation or removal. Directors can be
removed from office only by a vote of the shareholders. As explained above under
"-- Voting Rights," Springs' Articles of Incorporation provide for cumulative
voting.

Dundee's Bylaws provide for a Board of Directors consisting of a minimum of
seven and a maximum of eleven directors. The number of directors is to be fixed
by the shareholders at each annual meeting. Dundee's Articles of Incorporation
do not provide for cumulative voting with respect to the election of directors.

Any vacancy on Springs' Board of Directors, including a vacancy resulting
from an increase in the number of directors, may be filled by the shareholders
at an annual meeting or a special meeting called for that purpose or by a
majority of the remaining directors, even if the directors remaining in office
constitute less than a quorum of the Board. A director so elected serves until
the next annual meeting of the shareholders or any special meeting called for
the purpose of electing directors, or until his earlier death, resignation or
removal. Any vacancy on Dundee's Board of Directors may only be filled by the
remaining directors, and the director so elected serves for the unexpired term.

DIVIDENDS AND DISTRIBUTIONS

Unless provided otherwise by its Articles of Incorporation, a South
Carolina corporation or a Georgia corporation may pay dividends or make other
distributions with respect to its shares if after the dividend or distribution
the corporation has the ability to pay its debts as they become due and has net
assets in excess of all senior claims upon dissolution. Dundee's Articles of
Incorporation do not limit its ability to pay dividends or make other
distributions on common stock except that outstanding preferred stock, if any,
has a preference as to dividends.

Springs' Articles of Incorporation provide that each share of Springs Class
A Stock and Springs Class B Stock is equal with respect to rights to
distributions (including dividend distributions) other than cash dividends and
dividends or other distributions payable in Springs stock. If cash dividends are
declared by Springs' Board of Directors on Springs Class B Stock, Springs must
declare dividends on each share of Springs Class A Stock in an amount equal to
at least 110% of the per share amount declared on each share of Springs Class B
Stock. In the event of a dividend or other distribution payable in Springs
stock, only shares of Class A Stock can be distributed with respect to Class A
Stock and only shares of Class B Stock can be distributed with respect to Class
B Stock. Payment of dividends on both Springs Class A Stock and Springs Class B
Stock is subject to the dividend preference of outstanding preferred stock, if
any.

SPECIAL SHAREHOLDER MEETINGS; ACTION WITHOUT A MEETING

As permitted by South Carolina law, Springs' Bylaws provide that a special
meeting of shareholders may be called by the Board of Directors, the Chairman of
the Board, or upon the written request of the holders of at least 10% of the
outstanding votes entitled to be cast on the issue to be considered at the
special meeting. Springs' Bylaws require that written notice of the date, time,
place and purpose of any special meeting be given to shareholders.

Georgia law provides that a special meeting of shareholders of a
corporation with more than 100 shareholders of record may be called by the Board
of Directors or any person authorized to do so by the Articles of Incorporation
or Bylaws, and a meeting must be called by the corporation upon the written
request of the holders of at least 25% (or any greater or lesser percentage as
may be provided in the articles of incorporation or bylaws) of the outstanding
shares entitled to vote on the issue to be considered at the special meeting.
Dundee's Bylaws provide that a special meeting may be called by the written
request of the holders of at least 25% of the outstanding shares of Dundee
Common Stock and by the Board of Directors, the Chairman of the Board or the
President. Dundee's Bylaws require that written notice of the time, place and
object of all special meetings be given to shareholders.

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Under both Georgia and South Carolina law, shareholders may act without a
meeting by unanimous written consent.

PREEMPTIVE RIGHTS

Under the SCBCA, shareholders of a South Carolina corporation have a
preemptive right to acquire proportional amounts of the corporation's unissued
shares except to the extent the corporation's Articles of Incorporation
otherwise provide. Springs' Articles of Incorporation provide that holders of
shares of stock of any class or series are not entitled to any preemptive rights
to subscribe for, or purchase, any shares of stock of any class or series, or
any bond, debentures or other securities of Springs.

Under the GBCC, so long as Dundee's Articles of Incorporation do not
contain a provision negating preemptive rights, Dundee shareholders have
preemptive rights to acquire proportional amounts of Dundee's unissued or
treasury shares upon the decision of the Board of Directors to issue them. No
preemptive rights would exist, however, under the GBCC as to (a) shares issued
as a share dividend, (b) fractional shares, (c) shares issued to effect a merger
or share exchange, (d) shares issued as compensation (or to satisfy conversion
or option rights created to provide compensation) to directors, officers, agents
or employees of Dundee upon terms and conditions approved or ratified by the
affirmative vote of the holders of a majority of the shares entitled to vote
thereon, (e) shares issued under bankruptcy reorganization, (f) shares sold
otherwise than for money, if deemed by the Board of Directors in good faith to
be advantageous to Dundee's business, or (g) shares released from preemptive
rights by waiver by the Dundee shareholders.

SHAREHOLDER INSPECTION RIGHTS

Under both the SCBCA and the GBCC, any shareholder may inspect and copy
certain corporate records regardless of the shareholder's purpose, and may also
inspect and copy the corporation's accounting records, the record of
shareholders, excerpts from meetings of the Board of Directors (or any committee
thereof), minutes of shareholder meetings, and any action taken by the Board of
Directors or shareholders by written consent, if the shareholder's demand is
made in good faith and for a proper purpose; provided, however, that such rights
may be limited by a Georgia corporation for shareholders owning 2% or less of
the outstanding shares. The SCBCA also allows shareholders holding at least one
percent of any class of shares to conduct an inspection of a corporation's tax
returns.

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

Under South Carolina law generally, an amendment to a corporation's
articles of incorporation must be approved by: (a) two-thirds of the votes
entitled to be cast on the amendment, regardless of the class or voting group to
which the shares belong, and (b) two-thirds of the votes entitled to be cast on
the amendment within each voting group entitled to vote as a separate voting
group on the amendment. The holders of the outstanding shares of a class are
entitled to vote as a separate voting group (if shareholder voting is otherwise
required under the SCBCA) on a proposed amendment to Springs' Articles of
Incorporation if the amendment would result in certain fundamental changes to
the rights and preferences of that class. However, under Springs' Articles of
Incorporation, provisions in Springs' Articles of Incorporation relating to
special voting requirements for certain business combinations may be amended
only upon the vote of at least 75% of the outstanding shares entitled to vote,
voting together as a single class.

Both South Carolina law and Georgia law permit the following provisions of
a corporation's articles of incorporation to be amended by action of the Board
of Directors without shareholder approval: (a) changes in the issued and
unissued shares of an outstanding class of shares into a greater number of whole
shares, if the corporation has only that class of shares outstanding, (b) minor
changes to the corporate name and (c) certain minor technical amendments.

A South Carolina corporation's board of directors may amend the
corporation's bylaws unless the articles of incorporation or bylaws reserve the
power to the shareholders and except that certain types of provisions may be
amended or repealed only by the shareholders under South Carolina law. Springs'
Bylaws permit amendment of the Bylaws by either the shareholders or the Board of
Directors.

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Under Georgia law generally, an amendment to a corporation's articles of
incorporation must be approved by a majority of the votes entitled to be cast on
the amendment by each voting group entitled to vote on the amendment. Classes of
shares are entitled to vote as groups under substantially the same circumstances
as under South Carolina law. As permitted by Georgia law, Dundee's Bylaws may
only be amended or added to at any regular or special meeting of shareholders by
a vote of two-thirds of the stock represented at the meeting.

APPRAISAL RIGHTS

Under the SCBCA, shareholders who comply with the procedures for enforcing
appraisal rights may exercise such rights, under certain circumstances, upon the
merger of a corporation, the consummation of a plan of share exchange to which
the corporation is the acquired party, the sale or other disposition of all or
substantially all of the corporation's assets other than in the usual and
regular course of business, upon certain fundamental amendments to the articles
of incorporation, the approval of a control share acquisition, and as provided
by the articles of incorporation, bylaws or resolution of the board of
directors.

Under the GBCC as applicable to Dundee, shareholders who comply with the
procedures for enforcing appraisal rights may exercise such rights, under
certain circumstances, upon the merger of a corporation, the consummation of a
plan of share exchange to which the corporation is the acquired party, the sale
or other disposition of all or substantially all the corporation's assets, upon
certain fundamental amendments to the articles of incorporation, and as provided
by the articles of incorporation, bylaws or resolution of the board of
directors.

ANTI-TAKEOVER PROVISIONS

Springs' Articles of Incorporation and South Carolina law have implemented
certain measures which could have the effect of discouraging takeover attempts
not supported by Springs' Board of Directors. These provisions are discussed
below.

A special vote of Springs' shareholders is required to approve certain
mergers, consolidations, sales of assets and other transactions with any
Interested Shareholder (as defined below) or any Affiliate (as defined in Rule
12b-2 of the Exchange Act) of any Interested Shareholder. Such a "business
combination" may only be consummated if either (a) such business combination is
approved by the affirmative vote of holders of at least 75% of the voting power
of Springs' outstanding voting stock, (b) such business combination has been
approved by a majority of the Continuing Directors (as defined below) then in
office or (c) all provisions of the "fair market value" provision set forth in
Article 7(c) of Springs' Articles of Incorporation have been met. An "Interested
Shareholder" means any person (other than Springs or any subsidiary of Springs)
who (i) is the beneficial owner of more than 10% of the voting stock of Springs,
(ii) is an Affiliate of Springs and at any time within two years prior to the
date in question beneficially owned Springs voting stock having 10% or more of
the voting power of all then outstanding voting stock, or (iii) is an assignee
of or has otherwise succeeded to any shares of voting stock which were at any
time within the two-year period immediately prior to the date in question
beneficially owned by an Interested Shareholder, if such assignment or
succession occurred in the course of a transaction or series of transactions not
involving a public offering within the meaning of the Securities Act.
"Continuing Director" means any member of the Board of Directors who (i) was a
member of the Board of Directors on March 1, 1987, (ii) is unaffiliated with the
Interested Shareholder in question and who was a member of the Board of
Directors prior to the time that such Interested Shareholder became an
Interested Shareholder, and (iii) was nominated or elected by a majority of
Continuing Directors then on the Board of Directors. These special voting
requirements are designed to give minority shareholders a voice in approving any
merger or similar transaction following a takeover or change in control. This
right may be taken into account by shareholders in acting upon a tender offer,
and it may discourage unfriendly takeovers and make more difficult the removal
of management.

South Carolina law contains additional provisions that are similar to (but
differ in some respects from) the special voting requirements for certain
business combinations in Springs' Articles of Incorporation. These provisions
impose super majority voting requirements or a fair pricing procedure for
certain business

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combinations with a 10% or greater shareholder unless a "fair price" is met and
also contain provisions restricting the voting rights of persons who, through
certain acquisitions ("control share acquisitions"), are able to exercise
control over certain South Carolina corporations. A South Carolina corporation
must specifically elect, through an amendment to its Bylaws or Articles of
Incorporation, not to be governed by these provisions. Springs has not made such
an election with respect to either the fair price or the control share
acquisition provisions of South Carolina law, and thus both apply to Springs.

Georgia law also contains certain elective provisions that are similar to
(but differ in some respects from) the special voting requirements for certain
business combinations in Springs' Articles of Incorporation, and which impose
additional restrictions on a corporation's ability to engage in a business
combination with a substantial shareholder. These provisions do not apply to a
Georgia corporation unless it has affirmatively elected to be subject to them in
its articles of incorporation or bylaws. Dundee has not elected to be subject to
these provisions.

SHAREHOLDER APPROVAL OF MERGERS AND ASSET SALES

In general, unless the articles of incorporation require a greater or
smaller vote (in no event less than a majority) or the board of directors
requires a greater vote, the SCBCA requires a merger of a South Carolina
corporation to be approved by two-thirds of the total votes entitled to be cast
and two-thirds of the votes within any separate class or other voting group that
is entitled to vote separately on the matter.

Unless the articles of incorporation specify otherwise, however, the board
of directors does not need to submit a plan of merger to the shareholders of the
surviving corporation if: (a) the articles of incorporation of the surviving
corporation will not differ, with certain exceptions, from its articles of
incorporation before the merger, (b) each shareholder of the surviving
corporation whose shares were outstanding immediately before the effective date
of the merger will hold the same number of shares, with identical designations,
preferences, limitations and relative rights, immediately after the merger, (c)
the number of voting shares outstanding immediately after the merger, plus the
number of voting shares issuable as a result of the merger (either by the
conversion of securities issued pursuant to the merger or the exercise of rights
and warrants issued pursuant to the merger), will not exceed by more than 20%
the total number of voting shares of the surviving corporation outstanding
immediately before the merger, and (d) the number of shares that entitle their
holders to participate without limitation in distributions ("participating
shares") outstanding immediately after the merger, plus the number of
participating shares issuable as a result of the merger (either by the
conversion of securities issued pursuant to the merger or the exercise of rights
and warrants issued pursuant to the merger), will not exceed by more than 20%
the total number of participating shares of the surviving corporation
outstanding immediately before the merger.

In general, unless the articles of incorporation, bylaws, or the board of
directors requires a greater vote, the GBCC requires a merger of a Georgia
corporation to be approved by the holders of a majority of (a) all votes
entitled to be cast on the plan by all shares entitled to vote on the plan,
voting as a single voting group, and (b) all votes entitled to be cast by
holders of the shares of each voting group entitled to vote separately on the
plan as a voting group pursuant to the corporation's articles of incorporation.

Under Georgia law, unless the articles of incorporation specify otherwise,
the board of directors need not submit a plan of merger to the shareholders of
the surviving corporation if (a) the articles of incorporation of the surviving
corporation will not differ, with certain exceptions, from its articles before
the merger, (b) each shareholder of the surviving corporation whose shares were
outstanding immediately before the effective date of the merger will hold the
same number of shares, with identical designations, preferences, limitations and
relative rights, immediately after the merger, and (c) the number and kind of
shares outstanding immediately after the merger, plus the number and kind of
shares issuable as a result of the merger and by the conversion of securities
issued pursuant to the merger or the exercise of rights and warrants issued
pursuant to the merger, will not exceed the total number and kind of shares of
the surviving corporation authorized by its articles of incorporation
immediately before the merger.

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SPRINGS CAPITAL STOCK

The authorized capital stock of Springs consists of 40,000,000 shares of
Class A Common Stock, $.25 par value (referred to in this section as "Class A
Stock"), 20,000,000 shares of Class B Common Stock, $.25 par value (referred to
in this section as "Class B Stock") and 1,000,000 shares of Voting Preferred
Stock, $1.00 par value (of which no shares have been issued or are outstanding).
A total of 9,772,307 shares of Class A Stock and 7,830,375 shares of Class B
Stock were outstanding on March 6, 1995. Substantially all of the shares of
Class B Stock are held by Anne Springs Close, members of her family (including
two of her children, Crandall Close Bowles and Leroy S. Close, who are directors
of Springs) and certain of their affiliates and related parties. The shares of
Class B Stock held by the Close family and their affiliates and related parties
represented approximately 75.3% of the voting power of all Springs voting
securities outstanding as of March 6, 1995, subject to the limitations with
respect to the voting rights of Class B Stock discussed below.

VOTING RIGHTS

Holders of Class A Stock are entitled to cast one vote for each share held
in matters upon which shareholders are entitled to vote. Holders of Class B
Stock are entitled to cast four votes for each share held in all matters upon
which shareholders are entitled to vote, except that with respect to shareholder
approval of a "Business Combination," as defined in Article 7 of Springs'
Articles of Incorporation, involving an "Interested Shareholder," as defined in
Article 7, or a person or entity controlling or under common control with an
Interested Shareholder, holders of Class B Stock are entitled to cast only one
vote per share. Any such Business Combination must be approved by the
affirmative vote of the holders of at least 75% of Springs outstanding voting
stock.

Holders of Class A Stock and Class B Stock also have cumulative voting
rights in the election of directors. Cumulative voting in the election of
directors would permit a shareholder to cast a number of votes equal to the
number of votes per share (one as to Class A Stock and four as to Class B Stock)
times the number of his shares, multiplied by the number of directors to be
elected. A shareholder may give one nominee all of these votes or may distribute
the votes among the nominees as he desires.

Both classes vote together on all matters as a single class, except with
respect to (a) any amendment to Springs' Articles of Incorporation adversely
changing the powers, preferences or special rights of a class, which would
require the separate approval of a majority of the votes of the class affected
as well as the approval of two-thirds of the votes of both classes voting
together, and (b) such other matters as may require class voting under the South
Carolina Business Corporation Act.

Under a South Carolina statute regulating control share acquisitions, a
person who acquires shares under certain circumstances in certain South Carolina
corporations (including Springs), which, when aggregated with all other shares
with respect to which such person has voting control, would result in such
person having voting control over the stock of such corporation within certain
ranges (one-fifth to one-third, one-third to a majority or a majority or more)
(a "control share acquisition"), will not be able to vote any of such shares
unless and until voting rights have been granted by resolution adopted by
majority vote of the disinterested shareholders. If such voting rights are
granted and the acquiring shareholder thereby holds a majority of voting power
for the election of directors, all other shareholders have dissenters' rights to
receive "fair value" for their shares, which shall not be less that the highest
price per share paid by the acquiring shareholder for the shares in the control
share acquisition.

DIVIDENDS AND OTHER DISTRIBUTIONS

Each share of Class A Stock and Class B Stock is equal in respect to rights
to distributions (including dividend distributions) in stock or property (other
than cash) of Springs. In the case of cash dividends, other than distributions
upon liquidation of Springs, the Board of Directors must declare dividends on
each share of Class A Stock of at least 110% of the amount, if any, declared per
share of Class B Stock. The Board of Directors, however, is not obligated to
declare any dividends on Class A Stock or Class B Stock. Dividends payable on
Class A Stock and Class B Stock will depend upon the earnings of Springs, its
financial condition

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and other relevant factors. Neither Class A Stock nor Class B Stock has any
cumulative dividend rights. Each class has the same rights regarding
distributions upon liquidation of Springs.

In the case of stock dividends, or other distributions payable on Class A
Stock and Class B Stock in capital stock of Springs, including distributions
pursuant to stock splits or divisions of Class A Stock or Class B Stock, only
Class A Stock will be distributed with respect to Class A Stock and only Class B
Stock will be distributed with respect to Class B Stock. Neither Class A Stock
nor Class B Stock will be split, divided or combined, nor may stock dividends be
distributed, unless the other class is also split, divided or combined, or a
stock dividend on the other class is distributed, at a rate per share that would
maintain the same relative dividend rate and voting and other rights of the two
classes.

CONVERTIBILITY OF CLASS B STOCK

Class B Stock is convertible at all times, and without cost to the
shareholder (except any transfer taxes which may be payable if certificates are
to be issued in a name other than in which the certificate surrendered is
registered), into Class A Stock on a one-for-one basis. Therefore, holders of
Class B Stock desiring to sell all or part of their equity interest represented
by their shares of Class B Stock may convert those shares into an equal number
of shares of Class A Stock and sell the shares of Class A Stock in the public
market. If the number of outstanding shares of Class B Stock falls below 16.66%
of the number of all outstanding shares of Class A Stock and Class B Stock taken
together, the outstanding shares of Class B Stock will be automatically
converted into shares of Class A Stock on a one-for-one basis without further
action or notice. Class A Stock is not exchangeable for or convertible into
Class B Stock.

RESTRICTIONS ON TRANSFER OF CLASS B STOCK

Class B Stock may be transferred only (i) to other "beneficial owners," as
defined in Article 7 of the Articles of Incorporation, of Class B Stock, or (ii)
at the death of the shareholder pursuant to will or by intestate succession.
Accordingly, there is not a trading market for Class B Stock.

OTHER INFORMATION REGARDING CLASS A STOCK AND CLASS B STOCK

Springs may not issue any additional Class B Stock except in connection
with stock splits, stock dividends and other like distributions. The Board of
Directors possesses the power to issue shares of authorized but unissued Class A
Stock without further shareholder action.

Class A Stock and Class B Stock have no sinking fund provisions and do not
carry any preemptive rights enabling a holder to subscribe for or receive shares
of stock of Springs of any class or any other securities convertible into share
of stock of Springs.

Springs Class A Stock is listed on the New York Stock Exchange. The
transfer agent for Springs Class A Stock is Wachovia Bank of North Carolina,
N.A., Winston-Salem, North Carolina.

LEGAL MATTERS

The legality of the Springs Class A Stock offered hereby and certain other
legal matters will be passed upon for Springs by Sutherland, Asbill & Brennan,
Atlanta, Georgia.

EXPERTS

The financial statements of Springs at December 31, 1994 and January 1,
1994 and for each of the three years in the period ended December 31, 1994
incorporated in this Proxy Statement and Prospectus by reference from the
Springs 1994 Form 10-K, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

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The financial statements of Dundee at August 31, 1993 and 1994 and for each
of the three years in the period ended August 31, 1994 included in this Proxy
Statement and Prospectus have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon appearing elsewhere herein, and
are included in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.

OTHER MATTERS

Management of Dundee is not aware of any other matters to come before the
Meeting. If any procedural or other matter should properly come before the
Meeting, it is the intention of the persons named in the accompanying proxy to
vote such proxy in accordance with their best judgment on such matters.